LORD ABBETT INVESTMENT TRUST
485BPOS, 1996-02-29
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                                                1933 Act File No. 33-68090
                                                1940 Act File No. 811-7988


                        SECURITIES & EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          [X]
                         Post-Effective Amendment No. 8                    [X]
                                      And

            REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT        [X]
                                    OF 1940
                                Amendment No. 8                            [X]


                          LORD ABBETT INVESTMENT 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

                 Kenneth B. Cutler, Vice President & Secretary
                    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 on filing pursuant to paragraph (b) of Rule 485

   X       on March 1, 1996 pursuant to paragraph (b) of Rule 485

           60 days after filing pursuant to paragraph (a) (1) of Rule 485

           on (date) pursuant to paragraph (a) (1) of Rule 485

           75 days after filing pursuant to paragraph (a) (2) of Rule 485

           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

Registrant  has  registered on behalf of its Limited  Duration  U.S.  Government
Securities  Series and Balanced Series an indefinite  amount of securities under
the Securities Act of 1933 pursuant to Rule  24f-2(a)(1) and a Rule 24f-2 Notice
for  these  two  series  for the most  recent  fiscal  year was  filed  with the
Commission on or about December 28, 1996.

<PAGE>
                          LORD ABBETT SECURITIES TRUST
                                      N-1A
                              Cross Reference Sheet
                             Pursuant to Rule 481(a)


Form N-1A                              Location In Prospectus or
Item No.                               Statement of Additional Information

1                                      Cover Page
2                                      Fee Table
3                                      N/A
4 (a) (i)                              Cover Page
4 (a) (ii)I                            Investment Objectives
4 (b) (c)                              How We Invest
5 (a) (b) (c)                          Our Management; Last Page
5 (d)                                  N/A
5 (e)                                  Our Management
5 (f)                                  N/A
5 (g)                                  Purchases
6 (a)                                  Cover Page
6 (b)  (c) (d)                         N/A
6 (e)                                  Cover Page; Purchases
6 (f)  (g)                             Dividends, Capital Gains
                                       Distributions and Taxes
7 (a)                                  Back Cover Page
7 (b) (c) (d)                          Purchases
8 (a)  (b) (c) (d)                     Redemptions
                                       Purchases, Redemptions and Shareholder
                                       Services
9                                      N/A
10                                     Cover Page
11                                     Cover Page -- Table of Contents
12                                     N/A
13 (a)  (b) (c) (d)                    Investment Objectives and Policies
14                                     Trustees and Officers
15 (a)  (b) (c)                        Trustees and Officers
16 (a) (i)                             Investment Advisory and Other
                                       Services
16 (a) (ii)                            Trustees and Officers
16 (a) (iii)                           Investment Advisory and Other
                                       Services
16 (b)                                 Investment Advisory and Other Services
16 (c)  (d) (e) (g)                    N/A
16 (f)                                 Purchases, Redemptions and Shareholder
                                       Services
16 (h)                                 Investment Advisory and Other Services
16 (i)                                 N/A
17 (a)                                 Portfolio Transactions
17 (b)                                 N/A
17 (c)                                 Portfolio Transactions
17 (d) (e)                             N/A
18 (a)                                 Cover Page
18 (b)                                 N/A
<PAGE>

Form N-1A                              Location in Prospectus or
Item No.                               Statement of Additional Information

19 (a) (b)                             Purchases;   Redemptions  and Shareholder
                                       Services;   Notes  to  Financial
                                       Statements
19 (c)                                 N/A
20                                     Taxes
21 (a)                                 Purchases, Redemptions and Shareholder
                                       Services
21 (b) (c)                             N/A
22                                     N/A
22 (b)                                 Past Performance
23                                     Financial Statements; Supplementary
<PAGE>
LORD ABBETT INVESTMENT TRUST
THE GENERAL MOTORS BUILDING
767 FIFTH AVENUE
NEW YORK, NY 10153-0203
800-426-1130

LORD ABBETT INVESTMENT TRUST (THE "FUND") IS A DIVERSIFIED  OPEN-END  MANAGEMENT
INVESTMENT  COMPANY  ORGANIZED AS A DELAWARE  BUSINESS TRUST ON AUGUST 16, 1993.
CURRENTLY,  THE FUND  CONSISTS OF TWO  SEPARATE  SERIES -- LORD  ABBETT  LIMITED
DURATION  U.S.  GOVERNMENT   SECURITIES  SERIES  ("LIMITED  DURATION  GOVERNMENT
SERIES") AND LORD ABBETT BALANCED  SERIES  ("BALANCED  SERIES").  EACH SERIES IS
SOMETIMES  REFERRED TO AS "WE" OR THE  "SERIES"  INDIVIDUALLY  OR  COLLECTIVELY.
FURTHER SERIES AND CLASSES MAY BE ADDED IN THE FUTURE.

LIMITED  DURATION  GOVERNMENT  SERIES.  THE INVESTMENT  OBJECTIVE OF THE LIMITED
DURATION GOVERNMENT SERIES IS TO SEEK A HIGH INCOME FROM A PORTFOLIO  CONSISTING
PRIMARILY OF LIMITED DURATION U.S. GOVERNMENT  SECURITIES.  THE LIMITED DURATION
GOVERNMENT  SERIES IS AUTHORIZED  ONLY TO INVEST IN SECURITIES  AND TO ENGAGE IN
INVESTMENT  PRACTICES THAT ARE PERMISSIBLE  FOR NATIONAL  BANKS,  FEDERAL CREDIT
UNIONS AND FEDERAL SAVINGS ASSOCIATIONS ("FEDERAL FINANCIAL INSTITUTIONS").

BALANCED  SERIES.  THE  INVESTMENT  OBJECTIVE OF THE BALANCED  SERIES IS TO SEEK
CURRENT INCOME AND CAPITAL GROWTH.

SEE "HOW WE INVEST" FOR MORE INFORMATION.  THERE CAN BE NO ASSURANCE THAT EITHER
SERIES WILL ACHIEVE ITS OBJECTIVE.

THIS PROSPECTUS  SETS FORTH  CONCISELY THE  INFORMATION  ABOUT THE FUND AND EACH
SERIES THAT A  PROSPECTIVE  INVESTOR  SHOULD KNOW BEFORE  INVESTING.  ADDITIONAL
INFORMATION  ABOUT THE FUND AND EACH  SERIES HAS BEEN FILED WITH THE  SECURITIES
AND EXCHANGE  COMMISSION  AND IS  AVAILABLE  UPON REQUEST  WITHOUT  CHARGE.  THE
STATEMENT OF  ADDITIONAL  INFORMATION  IS  INCORPORATED  BY REFERENCE  INTO THIS
PROSPECTUS AND MAY BE OBTAINED WITHOUT CHARGE BY WRITING DIRECTLY TO THE FUND OR
BY CALLING THE FUND AT  800-874-3733 -- ASK FOR "PART B OF THE PROSPECTUS -- THE
STATEMENT OF ADDITIONAL INFORMATION."

   
THE  DATE OF THIS  PROSPECTUS,  AND THE  DATE  OF THE  STATEMENT  OF  ADDITIONAL
INFORMATION, IS MARCH 1, 1996.
    

PROSPECTUS

INVESTORS SHOULD READ AND RETAIN THIS PROSPECTUS.  SHAREHOLDER  INQUIRIES SHOULD
BE MADE IN  WRITING TO THE FUND OR BY  CALLING  800-821-5129.  YOU CAN ALSO MAKE
INQUIRIES THROUGH YOUR BROKER-DEALER.

        SHARES OF EACH SERIES ARE NOT DEPOSITS OR OBLIGATIONS  OF, OR GUARANTEED
OR  ENDORSED  BY,  ANY BANK,  AND THE SHARES  ARE NOT  FEDERALLY  INSURED BY THE
FEDERAL DEPOSIT INSURANCE  CORPORATION,  THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. AN INVESTMENT IN EACH SERIES INVOLVES RISKS, INCLUDING THE POSSIBLE LOSS
OF PRINCIPAL.

               CONTENTS                      PAGE

        1       Investment Objectives        2
        2       Fee Table                    2
        3       Financial Highlights         2
        4       How We Invest                3
        5       Purchases                    7
        6       Shareholder Services         10
        7       Our Management               10
        8       Dividends, Capital Gains
                Distributions and Taxes      12
        9       Redemptions                  12
        10      Performance                  13

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


<PAGE>


1    INVESTMENT OBJECTIVES

The investment  objective of the Limited Duration Government Series is to seek a
high level of income from a portfolio  consisting  primarily of limited duration
U.S. Government  securities.  The investment objective of the Balanced Series is
to seek current income and capital growth. See "How We Invest".

2    FEE TABLE

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

<TABLE>
<CAPTION>

                                        Limited Duration        Balanced
                                        Government Series       Series
<S>                                     <C>                   <C>
Shareholder Transaction Expenses        
(as a percentage of offering price)     
Maximum Sales Load(1) on Purchases
(See "Purchases")                            3.00%               4.75%
Deferred Sales Load(1)
(See "Purchases")                            None(2)             None
Annual Series Operating Expenses
(as a percentage of average net assets)
Management  Fee (See "Our  Management")      .18%                .00%
12b-1 Fee (See  "Purchases")                 .00%(2)             .00%(2)
Other Expenses (See "Our  Management")      1.22%(3)             .31%(3)+
Total Operating Expenses                    1.40%(3)             .31%(3)+
<FN>

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

                         1 year       3 years   5 years   10 years

Limited Duration
Government Series        $44            $73       $104      $193

Balanced Series          $51            $57       $64       $85

(1)  Sales "load" and  "deferred  sales load" are referred to as sales  "charge"
     and "contingent deferred reimbursement  charge,"  respectively,  throughout
     this Prospectus.
(2)  This figure omits Rule 12b-1 fees because  neither  Series can predict when
     its Rule 12b-1 Plan will become effective.  The Plan will go into effect on
     the first day of the calendar quarter  subsequent to the Series' net assets
     reaching  $100  million  (in the case of the  Limited  Duration  Government
     Series) and $50 million (in the case of the  Balanced  Series).  See "12b-1
     Plans" under "Purchases" for a description of each Plan.
(3)  Although not obligated to, Lord,  Abbett & Co. ("Lord  Abbett") may waive a
     portion of its  management  fee and assume other  expenses  with respect to
     each Series.  It has waived a portion of its management fee for each Series
     during  the past  year.  The  management  fee would have been 0.50% for the
     Limited Duration Government Series and 0.75% for the Balanced Series absent
     such  waiver.  Lord Abbett also  subsidized  expenses  with  respect to the
     Balanced  Series.  Without such waiver and/or  subsidy these expense ratios
     would have been 1.71% and 1.07% (not  annualized) for the Limited  Duration
     Government Series and Balanced Series, respectively.
+Not annualized.
</FN>
</TABLE>

3    FINANCIAL HIGHLIGHTS

The  following  table has been  audited by  Deloitte & Touche  LLP,  independent
accountants,  in  connection  with their annual  audits of the Funds'  Financial
Statements, whose report thereon is incorporated by reference into the Statement
of  Additional  Information  and may be  obtained  upon  request,  and has  been
included  herein in reliance  upon their  authority  as experts in auditing  and
accounting.

<TABLE>
<CAPTION>


                                        BALANCED SERIES          LIMITED DURATION GOVERNMENT SERIES
                                        -----------------      -------------------------------------
                                        DECEMBER 27, 1994                       NOVEMBER 4, 1993
                                        (COMMENCEMENT           YEAR ENDED      (COMMENCEMENT
PER SHARE OPERATING                     OF OPERATIONS) TO       OCTOBER 31,     OF OPERATIONS) TO
PERFORMANCE:                            OCTOBER 31, 1995         1995           OCTOBER 31, 1994
<S>                                     <C>                <C>                 <C>    
Net asset value, beginning of period         $9.52               $4.44               $4.85
Income from investment operations
Net investment income                          .365                .2316               .2650
Net realized and unrealized
gain (loss) on securities                     1.185                .1017              (.4123)
Total from investment operations              1.55                 .3333              (.1473)
Less Distributions
Dividends from net investment income          (.36)               (.2433)             (.2627)
Net asset value, end of period              $10.71               $4.53               $4.44
Total Return*                                16.32%               8.16%              (3.09)% 
Ratios/Supplemental Data:
Net assets,  end of period (000)             $5,713              $8,922               $10,256
Ratios to Average Net Assets:
Expenses,  including waiver                    .31%               1.40%              0.89%
Expenses,  excluding waiver                   1.07%               1.71%              0.89%
Net  investment  income                       3.40%               5.62%              5.61%
Portfolio  turnover rate                    131.80%             222.00%            895.63%
<FN>

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

</FN>
</TABLE>

<PAGE>


4    HOW WE INVEST

Limited Duration  Government Series.  The Limited Duration  Government Series is
authorized to invest  solely in a portfolio of short- and  intermediate-duration
U.S. Government securities which are permissible investments for, and the Series
is  authorized  to engage  only in  investment  practices  that are  permissible
practices for, federal financial  institutions.  Such securities  include direct
obligations  of the United States  Treasury (such as Treasury  bills,  notes and
bonds)  and  obligations  issued  by  United  States  Government   agencies  and
instrumentalities, including securities that are supported by the full faith and
credit of the United States (such as Government  National  Mortgage  Association
("GNMA") certificates), securities that are supported by the right of the issuer
to borrow from the United  States  Treasury  (such as  securities of the Federal
Home Loan Banks) and securities  supported solely by the creditworthiness of the
issuer (such as Federal National Mortgage  Association ("FNMA") and Federal Home
Loan Mortgage Corporation ("FHLMC") securities). Such U.S. Government securities
also include those issued or guaranteed by the U.S. Government,  its agencies or
instrumentalities  in a form separated into their  component  parts of principal
and  coupon  payments,   i.e.,   "component   securities,"  and  mortgage-backed
securities  issued  or  guaranteed  by the  U.S.  Government,  its  agencies  or
instrumentalities. Treasury STRIPS are direct obligations of the U.S. Government
and are examples of component  securities  whereby  Treasury bonds and notes are
separated  on the books of the Federal  Reserve  into their  component  parts of
principal and coupon payments or principal and coupon strips.

The maximum dollar-weighted  effective average maturity (not stated maturity) of
the portfolio will be seven years.  This effective average maturity measures the
average time principal is outstanding and (a) is different from duration because
it does not  measure  all cash flows and (b)  includes  securities  that  prepay
principal,  thus shortening their  dollar-weighted  effective  average maturity.
("Duration" is generally the weighted  average time to receipt of all cash flows
due by maturity from an obligation.) Stated maturity is the stated time to final
principal  payment  of an  obligation  without  regard  to  any  prepayments  of
principal.  Therefore,  the maximum average stated maturity of the portfolio may
be substantially longer than seven years.

The Limited  Duration  Government  Series is not a money  market  fund.  A money
market fund is designed for stability of principal;  consequently,  its level of
income fluctuates. A limited duration

U.S. Government  securities fund, due to the nature of its portfolio securities,
generally  has a steadier  and higher  level of income than a money market fund.
However,  the Series' share value will fluctuate more than a money market fund's
over time.  Historically,  a portfolio with a duration averaging between one and
four years, such as the Limited Duration Government Series' portfolio,  tends to
have  steadier and higher  income over the course of the  business  cycle than a
short-term  money market fund portfolio.  In such a business cycle,  the Limited
Duration  Government Series' portfolio can "lock in" rates over a longer period,
allowing its income to continue  over that period at the  locked-in  level which
adjusts less often in response to changing interest rates, thereby softening the
impact of  interest-rate  changes which a money market fund portfolio is exposed
to more often because it can only lock in rates for a shorter period. Of course,
past performance is no guarantee of future results.

Unlike a money market fund, the Limited Duration Government Series does not seek
to   maintain  a  stable  net  asset  value  and  may  not  be  able  to  return
dollar-for-dollar the money invested. The level of income will vary depending on
interest  rates and the  portfolio.  In general,  because  the Limited  Duration
Government  Series invests in longer term  securities  than a money market fund,
the value of its shares will  fluctuate  more than a money market fund, but less
than, for example,  a long-term U.S.  Government  securities fund. When interest
rates  rise,  the value of  securities  in the  portfolio,  as well as the share
value, generally will fall. Conversely, when rates fall, the value of securities
in the portfolio and the share value generally will rise.  Component  securities
in which the Series may invest may show greater price  volatility in response to
interest-rate  changes than will other debt  securities  in which the Series may
invest.  The value of principal-only  component  securities will be reduced in a
rising interest-rate environment or as the expected amount of


<PAGE>


principal prepayments declines. The value of interest-only  component securities
will be reduced in a falling  interest-rate  environment or in expectation  that
the amount of principal prepayments will increase. Although the U. S. Government
securities  in which the  Limited  Duration  Government  Series  may  invest are
guaranteed as to timely payment of interest and principal, the market prices for
such  securities are not guaranteed  and, as with other bond  investments,  will
rise and fall in value as interest rates change.

The  Limited  Duration   Government  Series  seeks  to  reduce  the  effects  of
interest-rate  volatility  on principal  by limiting  the average  duration to a
range of one to four years. If in the judgment of Fund

management  (hereinafter  meaning the officers of the Fund on a day-to-day basis
subject to the overall direction of the Fund's Board of Trustees with the advice
of Lord Abbett)  rates are low, it will tend to shorten the average  duration to
one year or less. Conversely, if in its judgment rates are high, it will tend to
extend the average duration to four years or less.

The Limited Duration Government Series limits its investments in mortgage-backed
securities to those issued or  guaranteed by the U. S.  Government or one of its
agencies   or   instrumentalities,   primarily   the   GNMA,   FNMA  or   FHLMC.
Mortgage-backed  securities guaranteed by GNMA consist of pass-through interests
in pools of mortgage loans guaranteed or issued by agencies or instrumentalities
of the United States.  Mortgage-backed  securities issued by FNMA and FHLMC most
often represent  pass-through  interests in pools of conventional mortgage loans
or participations in the pools. Such "pass-through"  mortgage-backed  securities
represent   undivided   interests  in  the  underlying   mortgage  pool,  and  a
proportionate  share of both regular  interest and  principal  payments  (net of
certain  fees),  as well  as  unscheduled  early  prepayment  on the  underlying
mortgage pool, are passed through  monthly to the holder of the  mortgage-backed
securities.

The  Limited  Duration  Government  Series must  reinvest  such  prepayments  at
prevailing  interest rates, which may be lower than those of the mortgage-backed
securities  prepaid.  Prepayment  will result in a reduction of principal if the
pre-paid  mortgage-backed  security is trading over par.  Principal  prepayments
generally increase in a falling interest-rate  environment,  as indicated above,
and  accordingly  often result in a reduction of  principal.  Among the types of
mortgage-backed  securities in which the Limited Duration  Government Series may
invest  are  collateralized  mortgage  obligations  ("CMOs"),   which  are  debt
obligations collateralized by mortgage loans or mortgage pass-through securities
guaranteed or issued by GNMA, FNMA, or FHLMC.  The Limited  Duration  Government
Series will not invest in privately  issued CMOs. The issuer of a series of CMOs
may  elect  to be  treated  as a Real  Estate  Mortgage  Investment  Conduit  (a
"REMIC").  In a CMO, a series of bonds or  certificates  are issued in  multiple
classes.  Each class, often referred to as a "tranche",  is issued at a specific
fixed or floating  coupon rate and has a stated  maturity or final  distribution
date.

When investing in CMOs, including REMICs, the Limited Duration Government Series
intends to comply with requirements imposed upon federal financial  institutions
requiring that such securities either pass a high-risk test or be held solely to
reduce interest-rate risk.

Balanced  Series.  Fund  management  believes  that of all the various  kinds of
investments,  equity  securities  generally  afford  the  best  opportunity  for
investors'  capital  to grow and for their  income to  increase.  The  prices of
equity securities  fluctuate and the dividends earned on equity securities vary.
But if the companies they represent  prosper and grow,  equity securities should
appreciate in value and the income  distributed in the form of dividends  should
increase.

However,  the market  risk is  generally  greater in equity  securities  than in
fixed-income securities. Therefore the Balanced Series at all times maintains at
least  25%  of its  net  assets  in  fixed-income  senior  securities,  such  as
high-grade bonds or notes and U.S. Government securities.  It also may invest in
lower grade preferred stocks or lower grade bonds, but for capital  appreciation
and income and not for capital stability.

The  Balanced   Series  changes  the  proportions  of  its  assets  invested  in
fixed-income  securities and in equity securities and the individual  securities
within  those  classifications  in response to market  conditions.  The Balanced
Series is guided by an investment  philosophy that identifies  undervalued areas
of the equity and  fixed-income  markets in an effort to generate  above-average
returns.  The equity investment  process  integrates the results of quantitative
and qualitative  valuation analysis with a macro-economic  outlook.  Fundamental
economic and business factors taken into


<PAGE>


consideration  include  government,  fiscal and  monetary  policies,  employment
levels,  demographics,  retail  sales and market share when  determining  future
earnings and market valuation for stocks.  In order to have maximum  flexibility
in  effectuating  this  equity  investment  process,  we will  invest  in small,
middle-sized and/or large companies based on their market  capitalization (i.e.,
the  market  value  of a  company's  outstanding  stock).  For the  fixed-income
component, a duration target between 3.5 and 7.5 years is established within the
context  of  broad  economic  and   interest-rate   trends  identified  by  Fund
management.  The fixed-income  management  strategies are driven by the shape of
the yield curve, yield spread analysis and effects on value of time.

The  Balanced  Series  may  invest up to 10% of its net  assets  (at the time of
investment) in each of the following: (a) writing covered call options traded on
a national securities exchange for portfolio securities,  (b) foreign securities
and (c) lower rated,  high-yield bonds,  sometimes  referred to as "junk bonds."
These  foreign  securities  will be the kind  described  herein for the  Series'
domestic  investment.  It is the present intention of Fund management that these
securities be primarily traded in the United Kingdom, Western Europe, Australia,
Canada,  the Far East,  Latin America,  and other developed  countries as may be
determined from time to time.

        To create  reserve  purchasing  power and also for  temporary  defensive
purposes,  the  Balanced  Series may  invest in  high-quality,  short-term  debt
securities, such as those of banks, corporations and the U.S. Government.

The U.S.  Government  securities in which the Balanced Series may invest include
the same described above for the Limited Duration  Government Series except that
they will not be restricted to (a) the same duration or (b) to those permissible
for investment by federal financial institutions.

The Balanced Series may invest in shares of closed-end  investment  companies if
bought in the primary or secondary  market with a fee or  commission  no greater
than the customary broker's commission in compliance with the Investment Company
Act of 1940,  as  amended  (the  "Act").  Shares  of such  investment  companies
sometimes  trade at a discount  or premium in  relation to their net asset value
and there may be  duplication  of fees,  for  example,  to the  extent  that the
Balanced Series and the closed-end  investment  company both charge a management
fee.

Policies for Both Series. Each Series may purchase U.S. Government securities on
a  when-issued  basis and,  while  awaiting  delivery and before paying for them
("settlement"),  normally may invest in short-term  U.S.  Government  securities
without amortizing any premiums.  Each Series does not start earning interest on
these when-issued securities until settlement and its Balanced Series often will
sell them prior to settlement  whereas the Limited  Duration  Government  Series
will  sell  them  according  to  guidelines   applicable  to  federal  financial
institutions.   While  this  investment   strategy  is  expected  to  contribute
significantly to a portfolio  turnover rate  substantially in excess of 100% for
the Limited Duration  Government Series and for the fixed-income  portion of the
Balanced  Series,  it will have  little or no  transaction  cost or adverse  tax
consequences  for  either  series.   Transaction  costs  normally  will  exclude
brokerage  because  our  fixed-income  portfolio  transactions  are usually on a
principal basis when using this strategy and any mark-ups  charged normally will
be more than offset by the beneficial economic  consequences  anticipated at the
time of purchase.  During the period between purchase and settlement,  the value
of the securities will fluctuate and assets consisting of cash and/or marketable
securities  marked to market  daily in an amount  sufficient  to make payment at
settlement  will  be  segregated  at our  custodian  in  order  to pay  for  the
commitment.  There is a risk that market yields  available at settlement  may be
higher  than  yields  obtained  on the  purchase  date  which  could  result  in
depreciation of value.

Each Series may engage in the lending of its portfolio  securities.  These loans
may not  exceed  30% of the  value  of each  Series'  total  assets.  In such an
arrangement  the  Series  loans  securities  from its  portfolio  to  registered
broker-dealers. Such loans are continuously collateralized by an amount at least
equal to 100% of the market value of the securities  loaned.  Cash collateral is
invested in short-term  obligations issued or guaranteed by the U.S.  Government
or its agencies,  commercial  paper or bond  obligations  rated AA or A-1/P-1 by
Standard &


<PAGE>


Poor's Rating Services ("S&P") or Moody's Investors Service,  Inc.  ("Moody's"),
respectively,  or repurchase  agreements with respect to the foregoing.  As with
other extensions of credit, there are risks of delay in recovery and market loss
should the borrowers of the portfolio securities fail financially.

Each Series may enter into repurchase  agreements with respect to a security.  A
repurchase  agreement is a transaction  by which the Series  acquires a security
and  simultaneously  commits to resell  that  security  to the seller (a bank or
securities  dealer)  at an  agreed  upon  price on an  agreed  upon  date.  Such
repurchase  agreement  must,  at all times,  be  collateralized  by cash or U.S.
Government securities having a value equal to, or in excess of, the value of the
repurchase agreement.

Each  Series  may  invest up to 15% of its net  assets in  illiquid  securities.
Securities  determined by the Trustees to be liquid  pursuant to Securities  and
Exchange  Commission  Rule 144A  ("Rule  144A") are not  subject to this  limit.
Investments  by a Series  in Rule 144A  securities  initially  determined  to be
liquid  could have the effect of  diminishing  the level of a Series'  liquidity
during periods of decreased market interest in such securities.  Under Rule 144A
a qualifying  security may be resold to a qualified  institutional buyer without
registration and without regard to whether the seller  originally  purchased the
security for investment.

Neither Series will borrow money except as a temporary measure for extraordinary
or emergency  purposes and then not in excess of 5% of its gross assets (at cost
or market value, whichever is lower) at the time of borrowing.

Each  Series  will  not  change  its  investment  objective  or  its  investment
restrictions  listed in its  Statement  of  Additional  Information  without its
shareholders'   approval.  If  Fund  management  determines  that  each  Series'
objective  can best be achieved by a substantive  change in  investment  policy,
which may be changed without shareholder approval, it will make such a change by
disclosing it in its prospectus.

Risk Factors-Balanced Series

Foreign Investments.  Securities markets of foreign countries are not subject to
the same degree of

regulation as the U.S. markets and may be more volatile and less liquid than the
major  U.S.  markets.  There  may  be  less  publicly-available  information  on
publicly-traded  companies,  banks and governments in foreign  countries than is
generally the case for such entities in the United  States.  The lack of uniform
accounting  standards  and  practices  among  countries  impairs the validity of
direct  comparisons of valuation  measures (such as  price/earnings  ratios) for
securities in different countries.  Other  considerations  include political and
social   instability,   expropriation,   higher  transaction   costs,   currency
fluctuations, withholding taxes that cannot be passed through as a tax credit or
deduction to shareholders and different securities settlement practices. Foreign
securities may be traded on days that we do not value our portfolio  securities,
and, accordingly, our net asset value may be significantly affected on days when
shareholders do not have access to the Balanced Series.

        High-Yield  Bonds.  The Balanced  Series may invest in lower rated bonds
for their higher  yields.  In general,  the market for lower rated bonds is more
limited  than that for higher  rated bonds and,  therefore,  may be less liquid;
market prices of such lower rated bonds may fluctuate  more than those of higher
rated bonds,  particularly in times of economic change and stress.  In addition,
because the market for lower rated  corporate debt  securities has in past years
experienced wide fluctuations in the values of certain of these securities, past
experience may not provide an accurate  indication of the future  performance of
that  market or of the  frequency  of  default,  especially  during  periods  of
recession.  Objective pricing data for lower rated bonds may be more limited and
valuation of such securities may be more difficult and require greater  reliance
upon judgment when compared to higher rated bonds.

While the market for lower rated bonds may be less  sensitive  to  interest-rate
changes than higher rated  bonds,  the market  prices of these lower rated bonds
structured as zero coupon or pay-in-kind securities may be affected to a greater
extent by such  interest-rate  changes and thus may be more volatile than prices
of lower rated securities periodically paying interest in cash. When compared to
higher rated bonds,  lower rated bonds that include redemption prior to maturity
or call  provisions  may be more  susceptible  to  refunding  during  periods of
falling interest rates, requiring replacement by lower yielding securities.


<PAGE>


Since the risk of default  generally  is higher  among  lower rated  bonds,  the
research and analysis of Lord Abbett are  especially  important in the selection
of such bonds which, if rated BB/Ba or lower, are often described as "high-yield
bonds" because of their generally  higher yields and referred to as "junk bonds"
because  of  their  greater  risks.  In  selecting  lower  rated  bonds  for our
investment portfolio Lord Abbett does not rely upon ratings which, in any event,
evaluate only the safety of principal  and  interest,  not market value risk and
which,  furthermore,  may not accurately  reflect an issuer's current  financial
condition.  There is no minimum rating  criteria for  investments in these bonds
and some may default as to principal  and/or  interest  payments  subsequent  to
their purchase. Through portfolio diversification, credit analysis and attention
to current  developments  and trends in interest rates and economic  conditions,
investment risk can be reduced,  although there is no assurance that losses will
not occur.

Small Capitalized Companies.  These generally consist of companies in either the
formative or developing growth phase of business growth. The formative phase has
high risk.  The perils of infancy take a high toll during these years.  Skill of
management  and growth of revenues and earnings  permit some of these  formative
companies to survive and advance into the growth stage.  The  developing  growth
phase is a period of swift  development,  when  growth  occurs at a rate  rarely
equalled by established  companies in their mature years. Of course,  the actual
growth of a company cannot be foreseen,  and it can be difficult to determine in
which phase a company is presently  situated.  Small  capitalized  companies are
usually young and their shares are generally traded over-the-counter.

   
Portfolio  Turnover.  The  portfolio  turnover  rate  for the  Limited  Duration
Government  Series for the year ended October 31, 1995 was 222.00%,  compared to
895.63% for the previous  year,  primarily  due to security  purchases and sales
relating  to  purchases  and  redemptions  of Series  shares and some  portfolio
restructuring.  The  portfolio  turnover  rate for the  Balanced  Series for the
period December 27, 1994 through October 31, 1995 was 131.80%.
    

5    PURCHASES

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

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

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

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

For  investments  of $1 million or more,  there are sales charges as shown below
until each  Series'  Rule 12b-1 Plan goes into  effect,  at which time the sales
charges will be eliminated  and a dealer's  concession in the form of a one-time
fee for  distribution  will be paid, at the time of sale, to dealers as follows:
1% of the first $3 million,  plus .50% of the next $7 million,  plus .25% of the
remainder  of the net  asset  value of shares  sold (in the case of the  Limited
Duration Government Series) and 1% of the net asset value of shares sold (in the
case of the Balanced Series).

For each Series the  offering  price is based on the  per-share  net asset value
next computed after your order is received, plus a sales charge as follows:
<TABLE>
<CAPTION>

                              Sales Charge as a       Dealer's
                              Percentage of:         Concession
                                                        as a     To Compute
                                             Net     Percentage  Offering
                              Offering     Amount   of Offering  Price, Divide
        Size of Investment      Price      Invested   Price*     NAV by
       <S>                    <C>          <C>       <C>       <C>
        Less than $100,000      3.00%        3.09%     2.50%     .9700
       $100,000 to $249,999     2.50%        2.56%     2.25%     .9750
       $250,000 to $499,999     2.00%        2.04%     1.75%     .9800
       $500,000 to $999,999     1.50%        1.52%     1.25%     .9850
       $1,000,000 to $2,999,999 1.00%        1.01%     1.00%     .9900
       $3,000,000 to $9,999,999  .50%         .50%      .50%      .9950
       $10,000,000 or more       .25%         .25%      .25%      .9975
 
</TABLE>

<TABLE>

                              Sales Charge as a       Dealer's
                              Percentage of:         Concession
                                                        as a     To Compute
                                             Net     Percentage  Offering
                              Offering     Amount   of Offering  Price, Divide
        Size of Investment      Price      Invested   Price*     NAV by
       <S>                    <C>          <C>       <C>       <C>
        Less than $50,000       4.75%        4.99%     4.00%     .9525
        $50,000 to $99,999      4.75%        4.99%     4.25%     .9525
        $100,000 to $249,999    3.75%        3.90%     3.25%     .9625
        $250,000 to $499,999    2.75%        2.83%     2.50%     .9725
        $500,000 to $999,999    2.00%        2.04%     1.75%     .9800
        $1,000,000 or more      1.00%        1.01%     1.00%     .9900

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

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

Volume  Discounts.  This section  describes  several ways to qualify for a lower
sales  charge if you inform Lord Abbett or the Fund that you are eligible at the
time of purchase.

   
(1) Any purchaser (as described below) may aggregate a purchase in the Fund with
purchases of any other eligible Lord  Abbett-sponsored  fund,  together with the
current  value at  maximum  offering  price of any shares in the Fund and in any
eligible Lord  Abbett-sponsored  funds held by the  purchaser.  (Holdings in the
following  funds are not  eligible for the above  rights of  accumulation:  Lord
Abbett Equity Fund ("LAEF"),  Lord Abbett Series Fund ("LASF"), the other series
of the Lord Abbett  Research Fund if not offered to the general public  ("LARF")
and Lord Abbett U.S. Government  Securities Money Market Fund ("GSMMF"),  except
for existing holdings in GSMMF which are attributable to shares exchanged from a
Lord  Abbett-sponsored fund offered with a front-end sales charge or from a fund
in the Lord  Abbett  Counsel  Group.)  (2) A  purchaser  may sign a  non-binding
13-month statement of intention to invest $100,000 or more in the Fund or in any
of the above eligible funds. If the intended  purchases are completed during the
period,  each purchase will be at the sales  charge,  if any,  applicable to the
aggregate  of  such  purchaser's  intended  purchases.  If not  completed,  each
purchase will be at the sales charge for the aggregate of the actual  purchases.
Shares issued upon  reinvestment of dividends or distributions  are not included
in the statement of intention.  The term "purchaser" includes (i) an individual,
(ii) an  individual  and his or her spouse and children  under the age of 21 and
(iii) a trustee or other fiduciary  purchasing  shares for a single trust estate
or single  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.
    

Each  Series'  shares  may be  purchased  at net  asset  value by our  trustees,
employees of


<PAGE>


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

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

Rule 12b-1 Plans.  Each Series has adopted a Rule 12b-1 Plan (the "Plan")  which
authorizes  the  payment  of fees to  dealers  in  order to  provide  additional
incentives  for them (a) to  maintain  Series  shareholder  accounts  and/or  to
provide  Series  shareholders  with  personal  services,  including  shareholder
liaison  services,  such as  responding  to  customer  inquiries  and  providing
information  on their  investments  and (b) to sell shares of each  Series.  The
Plans commence on the first day of the calendar quarter after Series' net assets
reach $100 million,  in the case of the Limited Duration  Government Series, and
$50 million,  in the case of the Balanced Series.  Under each Plan (except as to
certain accounts, such as those for which tracking data is not available),  each
Series pays Lord  Abbett,  who passes on to dealers,  (i) an annual  service fee
(payable  quarterly) of .25% of the average daily net asset value of the Series'
shares serviced by dealers from the  commencement of the Series' public offering
and (ii) with  respect  to sales at the  breakpoint  of $1  million  or more,  a
one-time distribution fee, at the time of sale, of (a) 1% of the net asset value
of  shares  sold on or after  the  effective  date (in the case of the  Balanced
Series'  Plan)  and (b) 1% of the  first $3  million,  plus  .50% of the next $7
million,  plus .25% of the  remainder of the net asset value of such shares sold
(in the case of Limited Duration Government Series' Plan).

Sales  qualifying at such levels in clause (ii) under rights of accumulation and
statement of intention privileges are included.

Holders of shares on which a distribution  fee has been paid will be required to
pay to each Series a contingent deferred  reimbursement charge ("CDRC") of 1% of
the original cost or the then net asset value,  whichever is less, of all shares
so purchased which are redeemed out of any fund in the Lord Abbett family having
an exchange privilege with each Series on or before the end of the twenty-fourth
month after the month in which the purchase occurred.  (An exception is made for
redemptions  by  tax-qualified  plans under Section 401 of the Internal  Revenue
Code for  benefit  payments  due to plan  loans,  hardship  withdrawals,  death,
retirement or separation from service with respect to plan participants.) If the
shares have been exchanged into another fund or series in the Lord Abbett family
and are thereafter redeemed out


<PAGE>


of the Lord Abbett family on or before the end of such twenty-fourth  month, the
charge will be collected for the Series by the other fund or series. Each Series
will collect such a charge for other Lord Abbett-sponsored  funds or series in a
similar  situation.  Shares of a fund or series on which a distribution  fee has
been paid may not be exchanged  into a fund or series with a Rule 12b-1 Plan for
which the payment provisions have not been in effect for at least one year.

6    SHAREHOLDERS SERVICES

We offer the following shareholder services:

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

You or your representative  with proper  identification can instruct the Fund to
exchange  uncertificated  shares  (held by the  transfer  agent)  by  telephone.
Shareholders have this privilege unless they refuse it in writing. The Fund will
not be liable for  following  instructions  communicated  by  telephone  that it
reasonably  believes  to be genuine  and will employ  reasonable  procedures  to
confirm that  instructions  received are genuine,  including  requesting  proper
identification  and  recording  all telephone  exchanges.  Instructions  must be
received  by the Fund in Kansas  City  (800-521-5315)  prior to the close of the
NYSE to obtain  each  fund's  net asset  value per share on that day.  Expedited
exchanges  by  telephone  may be  difficult  to  implement  in times of  drastic
economic or market  change.  The exchange  privilege  should not be used to take
advantage of  short-term  swings in the market.  The Fund  reserves the right to
terminate  or  limit  the  privilege  of  any  shareholder  who  makes  frequent
exchanges.  The Fund can revoke the privilege for all shareholders upon 60 days'
prior written  notice.  A prospectus  for the other Lord  Abbett-sponsored  fund
selected by you should be obtained and read before an exchange.  Exercise of the
Exchange  Privilege  will be treated as a sale for federal  income tax  purposes
and, depending on the circumstances, a capital gain or loss may be recognized.

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

Div-Move: You can invest the dividends paid on your account ($50 monthly minimum
investment)  into an existing  account in any other  Eligible  Fund. The account
must be either your account,  a joint account for you and your spouse,  a single
account for your spouse,  or a custodial  account for your minor child under the
age of 21. You should read the prospectus of the other fund before investing.

Invest-A-Matic:   You  can  make  fixed,   periodic   investments  ($50  minimum
investment)  into the Fund and/or any Eligible Fund by means of automatic  money
transfers from your bank checking account. You should read the prospectus of the
other fund before investing.

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

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

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

7    OUR MANAGEMENT

   
Our business is managed by our officers on a day-to-day  basis under the overall
direction  of our  Board  of  Trustees.  Each  Series  employs  Lord  Abbett  as
investment manager pursuant to a Management  Agreement.  Lord Abbett has been an
investment manager for over 65 years and currently manages
    


<PAGE>


   
approximately  $19  billion in mutual  funds and  advisory  accounts.  Under the
Management  Agreements,  Lord  Abbett  provides  us with  investment  management
services  and  personnel,  pays  the  remuneration  of our  officers  and of our
trustees affiliated with Lord Abbett, provides us with office space and pays for
ordinary  and  necessary  office and  clerical  expenses  relating to  research,
statistical work and supervision of our portfolios and certain other costs. Lord
Abbett provides  similar services to fifteen other Lord  Abbett-sponsored  funds
having various investment  objectives and also advises other investment clients.
Zane E. Brown, Lord Abbett's Director of Fixed Income, is primarily  responsible
for the day-to-day  management of the Limited Duration Government Series and the
fixed-income  portion of the  Balanced  Series.  Prior to joining Lord Abbett in
1992,  Mr.  Brown was  Executive  Vice  President  in charge of fixed  income at
Equitable Capital Management Co. Robert S. Dow, president and director (trustee)
of the Lord  Abbett  family of funds  and a Lord  Abbett  partner  for over five
years,  was  primarily   responsible  for  the  day-to-day   management  of  the
fixed-income  portion of the  Balanced  Series since its  inception,  before Mr.
Brown.  Mr. Brown is assisted by (as was Mr. Dow),  and may delegate  management
duties to,  other  Lord  Abbett  employees  who may be Fund  officers.  E. Wayne
Nordberg,  Lord Abbett partner for over five years, is primarily responsible for
the day-to-day  management of the equity security portion of the Balanced Series
since its inception.  Mr.  Nordberg is assisted by, and may delegate  duties to,
other Lord Abbett employees who may be Fund officers.

Under each 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 .50
of 1% (in the case of the Limited Duration  Government Series) and .75 of 1% (in
the case of the  Balanced  Series).  This latter fee is higher than that paid by
most  investment  companies.  For the fiscal  year ended  October  31, 1995 Lord
Abbett waived  $26,725 in management  fees for the Limited  Duration  Government
Series. The ratio of expenses, including management fee expenses, to average net
assets for the year ended October 31, 1995 for the Limited  Duration  Government
Series was 1.40%.  This expense  ratio would have been 1.71% had Lord Abbett not
waived all or a portion of its management  fee. For the period December 27, 1994
to October  31,  1995 Lord  Abbett  waived  $23,330 in  management  fees for the
Balanced Series. The ratio of expenses to average net assets for the same period
was .31% (not annualized) for the Balanced Series. Lord Abbett waived management
fees and subsidized  expenses with respect to the Balanced Series.  Without such
waiver and subsidy the expense ratio would have been 1.07% (not annualized).

Each Agreement  provides for each Series to repay Lord Abbett  without  interest
for any  expenses  assumed  by Lord  Abbett  on and  after  the first day of the
calendar  quarter  after  the net  assets of each such  Series  first  reach $50
million  ("commencement  date"),  to the extent that the  expense  ratio of such
Series  (determined  before  taking  into  account  any fee  waiver  or  expense
assumption)  is less than 1.15% (in the case of the  Balanced  Series)  and less
than .75% (in the case of the Limited Duration Government  Series).  Thereafter,
such  repayment of Lord Abbett by the Limited  Duration  Government  Series will
continue on and after the first day of the calendar quarter after the net assets
of that Series first reach $100  million to the extent that the Series'  expense
ratio so  determined  is less than .95%.  Each Series  shall not be obligated to
repay any such expenses after the earlier of the termination of its Agreement or
the end of five full fiscal years after the  commencement  date. The Series will
not record as obligations in their  financial  statements any expenses which may
possibly be repaid to Lord Abbett under this  repayment  formula,  but each will
disclose in a note to its financials  that such expenses are possible.  However,
if such expenses  become  probable,  they will be recorded as obligations of the
Series at that time.
    

We will not hold annual  meetings  and expect to hold  meetings of  shareholders
only when necessary under applicable law or the terms of the Fund's  Declaration
of Trust.  Under the Declaration,  a shareholders'  meeting may be called at the
request of the holders of  one-quarter  of the  outstanding  shares  entitled to
vote. See the Statement of Additional Information for more details.

The Fund was  organized as a Delaware  business  trust on August 16, 1993.  Each
outstanding share has one vote and an equal right to dividends and distributions
of its Series. All shares have  noncumulative  voting rights for the election of
Trustees.


<PAGE>


8    DIVIDEND, CAPITAL GAINS DISTRIBUTIONS AND TAXES

   
With respect to each Series,  dividends from net investment  income are declared
daily and paid on the 15th of each month,  or if the 15th is not a business day,
on the first business day after the 15th. Dividends for both Series may be taken
in cash or reinvested  in  additional  shares at net asset value without a sales
charge. If you elect a cash payment (i) a check will be mailed to you as soon as
possible after the monthly  reinvestment  date or (ii) if you arrange for direct
deposit, your payment will be wired directly to your bank account within one day
after the payable date.
    

A long-term  capital gains  distribution is made when we have net profits during
the year from sales of  securities  which we have held more than one year. If we
realize net short-term capital gains, they also will be distributed. Any capital
gains  distribution  will  be made in  December  and you may  take it in cash or
additional shares without a sales charge.

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

We intend to continue to meet the  requirements  of Subchapter M of the Internal
Revenue Code. We will try to distribute to  shareholders  all our net investment
income and net realized  capital gains, so as to avoid the necessity of the Fund
paying  federal  income tax.  Distributions  derived from net long-term  capital
gains which are  designated  by the Fund as "capital  gains  dividends"  will be
taxable to shareholders as long-term capital gains,  whether received in cash or
shares,  regardless  of how long a taxpayer has held the shares.  Under  current
law, net long-term  capital gains are taxed at the rates  applicable to ordinary
income, except that the maximum rate for long-term capital gains for individuals
is 28%.  Legislation  is pending in Congress  as of the date of this  Prospectus
which would have the effect of reducing  the federal  income tax rate on capital
gains.

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

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

9    REDEMPTIONS

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

If you do not qualify for the  expedited  procedures  described  above to redeem
shares  directly,  send your request to Lord Abbett  Investment  Trust (P.O. Box
419100, Kansas City, Missouri 64141) with signature(s) and any legal capacity of
the  signer(s)   guaranteed  by  an  eligible  guarantor,   accompanied  by  any
certificates for shares to be redeemed and other required documentation. We will
make  payment of the net asset  value of the  shares on the date the  redemption
order was  received in proper form.  Payment will be made within three  business
days.  The Fund may suspend  the right to redeem  shares for not more than three
days (or longer under unusual circumstances as permitted by Federal law). If you
have  purchased  Fund  shares  by check  and  subsequently  submit a  redemption
request, redemption proceeds will be paid upon clearance of your purchase check,
which may take


<PAGE>


up to 15 days.  To avoid  delays you may arrange for the bank upon which a check
was drawn to communicate to the Fund that the check has cleared. Shares also may
be redeemed by the Fund at net asset value through your  securities  dealer who,
as an  unaffiliated  dealer,  may charge you a fee. If your dealer receives your
order prior to the close of the NYSE and communicates it to Lord Abbett,  as our
agent,  prior to the close of Lord  Abbett's  business day, you will receive the
net asset value of the shares being redeemed as of the close of the NYSE on that
day. If the dealer does not  communicate  such an order to Lord Abbett until the
next  business  day, you will receive the net asset value as of the close of the
NYSE on that next business day.

Shareholders  who have redeemed  their shares have a one-time  right to reinvest
into another  account having the identical  registration  in any of the Eligible
Funds,  at the then  applicable  net asset value of the shares being  purchased,
without the payment of a sales charge.  Such reinvestment must be made within 60
days  of the  redemption  and is  limited  to no more  than  the  amount  of the
redemption proceeds.

Under certain  circumstances  and subject to prior written notice,  our Trustees
may authorize  redemption of all of the shares in any account in which there are
fewer than 50 shares.

Tax-qualified   Plans:  For  redemptions  of  $50,000  or  less,  follow  normal
redemption  procedures.  Redemptions  over  $50,000 must be received by the Fund
prior to, or concurrent with, the redemption request.

10   PERFORMANCE

   
Lord Abbett  Investment  Trust completed  fiscal 1995 on October 31. The Limited
Duration  Government  Series  closed  the  fiscal  year with net  assets of $8.9
million. The Series' distribution rate was 5.83% based on the net asset value of
$4.53 and the per-share monthly dividend of $.022, annualized.  Total return for
the year was 8.16%.

The Balanced Series ended its  abbreviated  fiscal year on October 31, 1995 (the
Series  commenced  operations  on  December  27,  1994)  with net assets of $5.7
million.  The  Series'  distribution  rate was 4.71% based on the October 31 net
asset value of $10.71 (this rate is based on the monthly dividend rate of $.042,
annualized). The Series posted a total return of 16.32% since inception.

The past twelve  months have been marked by a return of investor  confidence  in
the  U.S.  equity  and  fixed-income  markets,  as the  success  of the  Federal
Reserve's  preemptive strike against an overheating economy and rising inflation
became  increasingly  visible.  The first signs of the economic slowdown came in
the form of weaker auto sales, a significant  slowdown in the housing market and
rising  inventories in the manufacturing  sector. The yield on 3-year and 5-year
U.S. Treasury notes fell approximately 2% during the first three quarters of the
year.

The Limited Duration  Government  Series was positioned  "duration  neutral" for
most of fiscal year 1995. The  fixed-income  portion of the Balanced  Series was
adjusted  several  times during the fiscal year  anticipating  the  direction of
interest  rates.  The equity portion of the Balanced  Series was adjusted during
the  fiscal  year,  by  increasing  our  holdings  in  less  cyclical,  consumer
non-durable goods.
    

Yield  and  total  return  data  may,   from  time  to  time,   be  included  in
advertisements  about each Series.  "Yield" is  calculated by dividing a Series'
annualized net investment  income per share during a recent 30-day period by the
maximum  public  offering  price per share on the last day of that period.  Each
Series'  yield  reflects the  deduction of the maximum  initial sales charge and
reinvestment  of all income  dividends and capital gains  distributions.  "Total
return" for the one-, five- and ten-year  periods  represents the average annual
compounded  rate of return on an investment of $1,000 in a Series at the maximum
public offering  price.  Total return also may be presented for other periods or
based on  investment  at reduced  sales charge  levels or net asset  value.  Any
quotation of total return not reflecting the maximum  initial sales charge would
be reduced if such sales charge were used.  Quotations  of yield or total return
for any period when an expense  limitation  is in effect will be greater than if
the limitation  had not been in effect.  Our Series'  distribution  rates differ
from  our  yields   primarily   because  the  Series  may  purchase  short-  and
intermediate-term  high-coupon  securities  at a premium  and,  consistent  with
applicable  tax  regulations,  distribute  to  shareholders  all of the interest
income on these securities without  amortizing the premiums.  This practice also
is used by these Series for  financial  statement  purposes and is in accordance
with generally accepted accounting principles.  In other words, these Series may
pay more than face value for a security that pays a greater-than-market  rate of
interest and then  distribute  all such  interest as  dividends.  The  principal
payable on the  security  at maturity  will equal face value,  and so the market
value of the security will gradually decrease to face value, assuming no changes
in  the  market  rate  of  interest  or in the  credit  quality  of the  issuer.
Shareholders  should  recognize  that  such  dividends  will  therefore  tend to
decrease the net asset value of these Series.  Dividends paid from this interest
income are taxable to shareholders at ordinary income rates.

THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH OFFER IS NOT  AUTHORIZED  OR IN WHICH THE PERSON  MAKING  SUCH OFFER IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER.

NO PERSON IS AUTHORIZED TO GIVE INFORMATION OR TO MAKE ANY  REPRESENTATIONS  NOT
CONTAINED IN THIS  PROSPECTUS OR IN  SUPPLEMENTAL  LITERATURE  AUTHORIZED BY THE
FUND, AND NO PERSON IS ENTITLED TO RELY UPON ANY  INFORMATION OR  REPRESENTATION
NOT CONTAINED HEREIN OR THEREIN.


<PAGE>


Comparison of change in value of a $10,000  investment in Lord Abbett Investment
Trust  ---  Limited  Duration  Government  Series,  Lippers  Average  Short  and
Intermediate U.S. Government Funds and the Lehman Intermediate Government Index.

<PAGE>
<TABLE>
<CAPTION>

               The Series        The Series        Lippers Average          Lippers Average     Lehman
                at Net           at Maximum        Intermediate U.S.        Short U.S.          Intermediate
Date           Asset Value      Offering Price     Government Funds         Government Funds    Gov't Index
<S>          <C>                 <C>                  <C>                     <C>                 <C>   
11/4/93       $10000              $9700               $10000                   $10000              $10000
10/31/94        9691               9400                9575                     9873                9799
10/31/95       10482               10168               10733                    10659               11165
</TABLE>

Comparison of change in value of a $10,000  investment in Lord Abbett Investment
Trust --- Balanced Series and the Merrill Lynch Wilshire Capital Market Index.


<TABLE>
<CAPTION>

               The Series        The Series        Merrill Lynch 
                at Net           at Maximum        Wilshire Capital 
Date           Asset Value      Offering Price     Markets Index 
<S>          <C>                 <C>                  <C>  
12/27/94      $10000              $9525               $10000  
10/31/95       11632               11080               12248

<FN>

(1)  Source: Lipper Analytical Services.
(2)  Performance numbers for the unmanaged Lehman Intermediate  Government Index
     and Merrill Lynch Wilshire Capital Market Index do not reflect  transaction
     costs or  management  fees.  An investor  cannot  invest  directly in these
     Indices.
(3)  Total return is the percent change in value, after deduction of the maximum
     sales  charge of 3.00% with  respect  to the  Limited  Duration  Government
     Series and 4.75% with respect to the Balanced  Series,  with all  dividends
     and distributions  reinvested for the periods shown ending October 31, 1995
     using the SEC-required uniform method to compute such return.
</FN>
</TABLE>

<PAGE>


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

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

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

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

Auditors
Deloitte & Touche llp

Counsel Debevoise & Plimpton

<PAGE>


Lord Abbett
Investment
Trust

Seeking a high level of income primarily from limited  duration U.S.  Government
Securities
<PAGE>
LORD ABBETT


Statement of Additional Information                         March 1, 1996


                          Lord Abbett Investment Trust
               Limited Duration U. S. Government Securities Series
                                 Balanced Series



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

Lord Abbett  Investment  Trust  (referred  to as the "Fund") was  organized as a
Delaware  business trust on August 16, 1993. The Fund's  trustees have authority
to create separate classes and series of shares of beneficial interest,  without
further action by shareholders. To date, the Fund has two series each consisting
of one  classes  of  shares  Lord  Abbett  Limited  Duration  U.  S.  Government
Securities  Series and Lord Abbett  Balanced  Series  (sometimes  referred to as
"Limited Duration  Government  Series" and "Balanced Series",  respectively,  or
"we" or the "Series",  individually or collectively).  Further classes or series
may be added in the future.  The Investment Company Act of 1940, as amended (the
"Act")  requires that where more than one class or series exists,  each class or
series must be preferred  over all other  classes or series in respect of assets
specifically allocated to such class or series.

Rule 18f-2 under the Act provides that any matter  required to be submitted,  by
the provisions of the Act or applicable  state law or otherwise,  to the holders
of the outstanding  voting securities of an investment  company such as the Fund
shall not be deemed to have been  effectively  acted upon unless approved by the
holders of a majority of the outstanding shares of each class or series affected
by such  matter.  Rule 18f-2  further  provides  that a class or series shall be
deemed to be affected by a matter  unless the  interests of each class or series
in the  matter are  substantially  identical  or the matter  does not affect any
interest of such class or series.  However,  the Rule  exempts the  selection of
independent public accountants, the approval of principal distributing contracts
and the election of trustees from its separate voting requirements.

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

     TABLE OF CONTENTS                                          Page

 1.  Investment Objectives and Policies                          2
 2.  Trustees and Officers                                       5
 3.  Investment Advisory and Other Services                      7
 4.  Portfolio Transactions                                      7
 5.  Purchases, Redemptions and Shareholder Services             8
 6.  Performance                                                 13
 7.  Taxes                                                       13
 8.  Information About the Fund                                  14
 9.  Financial Statements                                        14
<PAGE>


<PAGE>
                                       1.
                        Investment Objective and Policies

Each Series'  investment  objective and policies are described in the Prospectus
on the cover page and under  "How We  Invest".  In  addition  to those  policies
described in the Prospectus,  each Series is subject to the following investment
restrictions  which  cannot be changed for a Series  without the approval of the
holders of a majority of that  Series'  shares.  Each Series may not: (1) borrow
money except (i) as a temporary measure for extraordinary or emergency purposes,
and then not in excess of 5% of gross  assets  (at cost or market  value,  which
ever is lower) at the time of  borrowing,  (ii) unless such  borrowing  does not
exceed the asset  coverage  requirements  of Section  18(f) of the Act and (iii)
unless such  borrowing on behalf of a class or series shall be a liability  only
of such class or series,  as the case may be; (2) 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, or as indicated below; (3) lend
money or  securities  to any person  except  through  entering  into  short-term
repurchase agreements with sellers of securities it has purchased and by lending
its portfolio  securities to  registered  broker-dealers  where the loan is 100%
secured  by  cash or its  equivalent  as long  as it  complies  with  regulatory
requirements  (investment in repurchase  agreements  exceeding seven days and in
other illiquid investments are subject to the maximum of 15% of each Series' net
assets  described  below) and except for time or demand  deposits with banks and
purchases of commercial  paper or publicly  offered debt  securities at original
issue or otherwise;  (4) buy or sell real estate (including limited partnerships
therein but excluding  securities of companies,  such as real estate  investment
trusts,  which deal in real  estate or  interests  therein),  oil,  gas or other
mineral leases or in commodities or commodity  contracts in the ordinary  course
of its business,  except such interests and other property  acquired as a result
of owning other securities,  though securities will not be purchased in order to
acquire any of these interests; (5) with respect to 75% of its total assets, and
except as indicated below, buy securities if the purchase would then cause it to
(i) have  more  than 5% of its  gross  assets,  at  market  value at the time of
investment,  invested  in the  securities  of any one issuer  except  securities
issued or guaranteed by the U.S.  Government,  its agencies or instrumentalities
or  (ii)  own  more  than  10% of the  voting  securities  of  any  issuer;  (6)
concentrate its  investments in any particular  industry (i) except as indicated
below and (ii) excluding U.S. Government securities; (7) issue senior securities
except to the extent  permitted  by the Act; or (8) with  respect to the Limited
Duration  Government Series, make investments other than those a federal savings
association  by law or regulation  may,  without  limitation as to percentage of
assets, invest in, sell, redeem, hold, or otherwise deal in.

Notwithstanding  restrictions 2, 5 and 6 above and investment policy 4 below, in
the future,  upon shareholder  approval,  each of the Series may seek to achieve
its  investment  objective by investing all of its assets in another  investment
company  (or  series or class  thereof)  having the same  investment  objective.
Shareholders will be notified thirty days in advance of such conversion.  In the
event the Fund creates  other  series or Series  classes,  shareholders  of each
Series  will be able to  exchange  Series  shares  for  shares of the other Fund
series and/or Series classes.

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.

In addition to the 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.  Each Series may not: (1) sell
short  securities or buy securities on margin although it may obtain  short-term
credit  necessary  for the  clearance  of purchases  of  securities;  (2) invest
knowingly  more  than  15% of its net  assets  (at the  time of  investment)  in
illiquid securities  (securities  qualifying for resale under Rule 144A that are
determined by the trustees,  or by Lord Abbett  pursuant to delegated  authority
from the trustees,  to be liquid are  considered  liquid  securities,  except as
otherwise  required by state  law);  (3) pledge,  mortgage  or  hypothecate  its
assets, however, this provision does not apply to permitted borrowings mentioned
above or to the grant of escrow  receipts or the entry into other similar escrow
arrangements  arising out of the writing of covered call options;  (4) invest in
securities issued by other investment  companies as defined in the Act except as
permitted by the Act and except as indicated  above; (5) except for the Balanced
Series,  buy or sell put or call  options;  or (6)  purchase  securities  of any
issuer  unless it or its  predecessor  has a record of three  years'  continuous
operation,
                                       2
<PAGE>
except that it may  purchase  securities  of such issuers  through  subscription
offers or other rights it receives as a security  holder of  companies  offering
such  subscriptions  or rights  and such  purchases  will then be limited in the
aggregate  to 5% of the Series' net assets at the time of  investment;  (7) hold
securities of any issuer when more than 1/2 of 1% of the issuer's securities are
owned  beneficially  by one or more of the Fund's officers or trustees or by one
or more partners of the Fund's underwriter or investment adviser if these owners
in the aggregate own  beneficially  more than 5% of such  securities;  (8 ) with
respect to the  Balanced  Series,  engage in  short-term  trading  under  normal
circumstances;  or (9) with respect to the Balanced Series,  invest in warrants,
valued at the lower of cost or market,  to exceed 5% of the  Series' net assets,
including  warrants not listed on the New York or American  Stock Exchange which
may not exceed 2% of such net assets.
 
Lending Portfolio Securities

Each Series may lend portfolio securities to registered  brokers-dealers.  These
loans,  if and when made,  may not exceed 30% of the Series' total  assets.  The
Series'  loans  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 in an amount at least equal
to the market value of the loaned securities. From time to time, the each series
may pay a part of the  interest  received  with  respect  to the  investment  of
collateral 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,  each  Series  can  increase  its  income by
continuing  to  receive  income 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  such  U.S.  Government  securities  or other  forms of  non-cash
collateral  are used as  security.  Each series  will comply with the  following
conditions  whenever it loans  securities:  (i) the Series must receive at least
100%  collateral  from  the  borrower;  (ii)  the  borrower  must  increase  the
collateral  whenever the market value of the  securities  loaned rises above the
level of the collateral;  (iii) the Series must be able to terminate the loan at
any time; (iv) the Series must receive  reasonable  compensation with respect to
the loan,  as well as any  dividends,  interest  or other  distributions  on the
loaned  securities;  (v) the Series may pay only  reasonable  fees in connection
with the loan;  and (vi) voting rights on the loaned  securities may pass to the
borrower  except that, if the Fund has knowledge of a material  event  adversely
affecting the investment in the loaned  securities,  the Fund must terminate the
loan and regain the right to vote the securities.

Repurchase Agreements

Each Series may enter into repurchase  agreements with respect to a security. A
repurchase  agreement is a transaction  by which the Series  acquires a security
and  simultaneously  commits to resell  that  security  to the seller (a bank or
securities  dealer),  and the seller commits to repurchase that security,  at an
agreed  upon  price on an agreed  upon  date.  The resale  price  reflects  the
purchase price plus an agreed upon market rate of interest which is unrelated to
the coupon rate or date of maturity of the purchased security. (In this type of
transaction, the securities purchased by the Series have a total value in excess
of the value of the repurchase  agreement.)  Each Series  requires at all times
that the  repurchase  agreement  be  collateralized  by cash or  U.S.Government
securities having a value equal to, or in excess of, the value of the repurchase
agreement.  Such agreements  permit the Series to keep all of its assets at work
while retaining flexibility in pursuit of investments of a longer term nature.

The use of repurchase  agreements  involves certain risks. For example,  if the
seller  of the  agreement  defaults  on its  obligation  to  provide  additional
collateral or to repurchase the  underlying  securities at a time when the value
of these  securities has declined,  the Series 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 the  Series  and are  therefore  subject to sale by the
trustee  in  bankruptcy.  Even  though  the  repurchase   agreements  may  have
maturities  of seven days or less,  they may lack  liquidity,  especially if the
issuer encounters financial  difficulties.  While 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
                                       3
<PAGE>
limit  repurchase  agreements for each Series 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.

Each  Series  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 Series otherwise may invest.

When-Issued Transactions

As stated in the Prospectus,  each Series may purchase portfolio securities on a
when-issued basis.  When-issued  transactions involve a commitment by the Series
to purchase securities,  with payment and delivery  ("settlement") to take place
in the future, in order to secure what is considered to be an advantageous price
or yield at the time of entering into the transaction. The value of fixed-income
securities to be delivered in the future will  fluctuate as interest rates vary.
During the period between  purchase and settlement,  the value of the securities
will  fluctuate  and assets  consisting  of cash  and/or  marketable  securities
(normally  short-term U.S.  Government  securities) marked to market daily in an
amount  sufficient  to make  payment at  settlement  will be  segregated  at our
custodian in order to pay for the commitment. There is a risk that market yields
available at settlement may be higher than yields  obtained on the purchase date
which  could  result  in  depreciation  of  value  of  fixed-income  when-issued
securities.  At the time each Series makes the commitment to purchase a security
on a when-issued basis, it will record the transaction and reflect the liability
for the  purchase  and the value of the  security in  determining  its net asset
value. The Balanced Series,  generally,  has the ability to close out a purchase
obligation  on or before the  settlement  date rather than take  delivery of the
security,  whereas the  Limited  Duration  Government  Series may sell them only
according to guidelines  applicable to national banks, federal credit unions and
federal  savings  associations  ("federal  financial  institutions").  Under  no
circumstance  will  settlement for such securities take place more than 120 days
after the purchase date.

Average Duration

The  Limited  Duration  Government  Series  limits its average  dollar  weighted
portfolio  duration  to a  range  of one to  four  years.  However,  many of the
securities in which the Series invests will have  remaining  durations in excess
of four years.

Some of the securities in the Limited Duration  Government Series' portfolio may
have periodic  interest rate adjustments  based upon an index such as the 91-day
Treasury Bill rate. This periodic  interest rate adjustment  tends to lessen the
volatility of the security's  price. With respect to securities with an interest
rate  adjustment  period of one year or less,  the Limited  Duration  Government
Series will, when determining average-weighted duration, treat such a security's
maturity  as  the  amount  of  time  remaining  until  the  next  interest  rate
adjustment.

Instruments such as GNMA, FNMA, FHLMC securities and similar  securities  backed
by amortizing  loans  generally  have shorter  effective  maturities  than their
stated maturities.  This is due to changes in amortization caused by demographic
and economic forces such as interest rate movements.  These effective maturities
are calculated based upon historical payment patterns and therefore have shorter
duration than would be implied by their stated final  maturity.  For purposes of
determining  the Limited  Duration  Government  Series'  average  maturity,  the
maturities of such securities will be calculated based upon the issuing agency's
payment factors using industry-accepted valuation models.

Portfolio Turnover

For the fiscal year ended  October 31, 1995,  the  portfolio  turnover  rate was
222.00% for the Limited Duration  Government  Series compared to 895.63% for the
previous  year.  For the period  December 27, 1994 through  October 31, 1995 the
portfolio turnover rate was 131.80% for the Balanced Series. As discussed above,
each Series may purchase U.S. Government  securities on a when-issued basis with
settlement  taking  place  after  the  purchase  date 
                                       4
<PAGE>
(without  amortizing any  premiums).  This  investment  technique is expected to
contribute  significantly  to portfolio  turnover rates.  However,  it will have
little or no transaction  cost or adverse tax  consequences.  Transaction  costs
normally  will exclude  brokerage  because each Series'  fixed-income  portfolio
transactions  are usually on a principal basis and any markups charged  normally
will be more than offset by the beneficial economic consequences  anticipated at
the time of purchase or no purchase will be made.  Generally,  short-term losses
on  short-term  U.S.  Government  securities  purchased  under  this  investment
technique  tend to  offset  any  short-term  gains  due to such  high  portfolio
turnover.

                                       2.
                              Trustees and Officers

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

Ronald P.Lynch, age 60, Chairman
Robert S. Dow, age 50, President

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

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

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

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

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

John C. Jansing 162 S. Beach Road Hobe Sound,  Florida Retired.  Former Chairman
of Independent Election Corporation of America, a proxy tabulating firm. Age 70.

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

General  Partner,  The  Marketing  Partnership,  Inc., a full service  marketing
consulting firm. Formerly Chairman and Chief Executive Officer of Lincoln Foods,
Inc., manufacturer of branded snack foods (1992-1994).  Formerly President & CEO
of Nestl  Foods Corp,  and prior to that,  President  & CEO of  Stouffer  Foods
Corp., both subsidiaries of Nestl SA, Switzerland. Currently serves as Director
of Den West Restaurant Co., J. B. Williams,  and Fountainhead Water Company. Age
62.
                                       5
<PAGE>

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

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

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

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

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

<TABLE>
<CAPTION>
 
                                 For the Fiscal Year Ended October 31, 1995               
         (1)                  (2)                  (3)                    (4)                      (5)
                                               Pension or             Estimated Annual       For Year Ended
                                               Retirement Benefits    Benefits Upon          December 31, 1995
                                               Accrued by the         Retirement Proposed    Total Compensation
                           Aggregate           Fund and               to be Paid by the      Accrued by the Fund and
                           Compensation        Fifteen Other Lord     Fund and Fifteen       Fifteen Other Lord
                           Accrued by          Abbett-sponsored       Other Lord Abbett-     Abbett-sponsored
Name of Director           the Fund1           Funds                  sponsored Funds2       Funds3                 
<S>                        <C>                 <C>                    <C>                    <C>    

E. Thayer Bigelow          $36                 $ 9,772                $33,600                $41,700

Stewart S. Dixon           $37                 $22,472                $33,600                $42,000

John C. Jansing            $38                 $28,480                $33,600                $42,960

C. Alan MacDonald          $38                 $27,435                $33,600                $42,750

Hansel B. Millican, Jr.    $38                 $24,707                $33,600                $43,000

Thomas J. Neff             $37                 $16,126                $33,600                $42,000

<FN>
1. Outside  trustees'  fees,  including  attendance fees for board and committee
meetings,  are  allocated  among all Lord  Abbett-sponsored  funds  based on net
assets of each fund.  A portion of the fees  payable by the Fund to its  outside
trustees are being deferred  under a plan that deems the deferred  amounts to be
invested in shares of the Fund for later distribution to the trustees. The total
amount  accrued  under the plan for each outside  trustee since the beginning of
his tenure with the Trust,  including  dividends  reinvested  and changes in net
asset value  applicable to such deemed  investments as of October 31, 1995, were
as follows: Mr. Bigelow,  $38; Mr. Dixon, $35; Mr. Jansing,  $51; Mr. MacDonald,
$33; Mr. Millican, $51 and Mr. Neff, $49.

2. Each Lord  Abbett-sponsored fund has a retirement plan providing that outside
trustees will receive annual retirement  benefits for life equal to 80% of their
final annual retainers following  retirement at or after age 72 with at least 10
years of  service.  Each plan also  provides  for a reduced  benefit  upon early
                                       6
<PAGE>
retirement  under  certain  circumstances,  a  pre-retirement  death benefit and
actuarial ly reduced  joint-and-survivor  spousal  benefits.  The amounts stated
would be payable  annually  under such  retirement  plans if the trustee were to
retire at age 72 and the annual retainers payable by such funds were the same as
they are  today.  The  amounts  accrued  in  column 3 were  accrued  by the Lord
Abbett-sponsored  funds  during the  fiscal  year ended  October  31,  1995 with
respect to the retirement benefits in column 4.

3. This  column  shows  aggregate  compensation,  including  trustee's  fees and
attendance  fees for board and committee  meetings,  of a nature  referred to in
footnote one, accrued by the Lord  Abbett-sponsored  funds during the year ended
December 31, 1995.
</FN>
</TABLE>
Except where indicated,  the following  executive officers of the Fund have been
associated  with Lord  Abbett for over five  years.  Of the  following,  Messrs.
Allen, Carper, Cutler, Dow, Henderson,  Morris,  Nordberg and Walsh are partners
of Lord  Abbett;  the others are  employees:  Kenneth B.  Cutler,  age 63,  Vice
President and  Secretary;  Stephen I. Allen,  age 42; Daniel E. Carper,  age 44;
Robert S. Dow, age 50; Thomas S. Henderson, age 64; Robert G. Morris, age 51, E.
Wayne Nordberg,  age 59; John J. Gargana,  Jr., age 64; Paul A. Hilstad,  age 53
(with Lord  Abbett  since 1995 - formerly  Senior  Vice  President  and  General
Counsel of American Capital Management & Research,  Inc.);  Thomas F. Konop, age
53; Victor W. Pizzolato,  age 63; John J. Walsh,  age 58, Vice  Presidents;  and
Keith F. O'Connor, age 40, Treasurer.

The Fund  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
Fund's Declaration of Trust,  shareholder  meetings may be called at any time by
certain  officers  of the  Fund or by a  majority  of the  trustees  (i) for the
purpose of taking action upon any matter  requiring the vote or authority of the
Fund's shareholders or upon other matters deemed to be necessary or desirable or
(ii) upon the  written  request of the  holders of at least  one-quarter  of the
shares of the Series outstanding and entitled to vote at the meeting.

As of February 1, 1996,  our officers and trustees as a group owned less than 1%
of the outstanding  shares of the Limited Duration  Government  Series and 1% of
the outstanding shares of the Balanced Series.

                                       3.
                     Investment Advisory and Other Services

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

The services  performed by Lord Abbett are described  under "Our  Management" in
the Prospectus.  Under each 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 .5 of 1% (in the case of the Limited Duration  Government Series)
and .75 of 1% (in the case of the Balanced Series).

Each Series  pays all of its  expenses  not  expressly  assumed by Lord  Abbett,
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  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.  For the period
November 4, 1993 (commencement of operations) to October 31, 1994 and the fiscal
year ended  October 31,  1995,  the  management  fees paid to Lord Abbett by the
Limited   Duration   Government   Series   amounted  to  $46,153  and   $15,561,
respectively.  For the fiscal year ended  October 31, 1995,  Lord Abbett  waived
$26,752 in management  fees for the Limited  Duration  Government  Series.  With
respect to the Balanced Series,  for the period December 27, 1994  (commencement
of  operations)  to October 31, 1995 Lord Abbett  waived  $23,330 in  management
fees.
                                       7
<PAGE>

Each Series has 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 each Series' 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 Prospectus,  the
Fund has  adopted  a Plan for each  Series  pursuant  to Rule  12b-1 of the Act.
Annual Plan  distribution  expenses up to one percent of the Series' average net
assets during its fiscal year may be excluded from this expense limitation.  The
expense  limitation is a condition on the  registration  of  investment  company
shares for sale in the State and  applies  so long as our shares are  registered
for sale in the State.

Deloitte & Touche LLP, Two World Financial Center, New York, New York 10281, are
the  independent  public  accountants  of the Fund and must be approved at least
annually by our  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.

Bank of New York , 40 Wall Street, New York, New York, is the Fund's custodian.

                                       4.
                             Portfolio Transactions

It is expected that purchases and sales of each Series'  fixed-income  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,  each Series usually will pay no brokerage
commissions  for  such  purchases.  Purchases  from  underwriters  of  portfolio
securities  will include a commission  or  concession  paid by the issuer to the
underwriter  and purchases from dealers  serving as market makers will include a
dealer's  markup.   Principal   transactions,   including   riskless   principal
transactions,  are not afforded the  protection of the safe harbor in Section 28
(e) of the Securities Exchange Act of 1934.

Each  Series'  policy is 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,  consistent
with  obtaining  best  execution,  except to the extent that we may pay a higher
commission as described  below.  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
dealer.

Broker-dealers  are selected on the basis of their  professional  capability and
the value and quality of their  brokerage and research  services.Normally,  the
selection is made by traders who are officers of the Fund and also are employees
of Lord  Abbett.These  traders  do the  trading as well for other  accounts  --
investment  companies  (of which they are also  officers)  and other  investment
clients -- managed by Lord  Abbett.They  are responsible for the negotiation of
prices and any commissions.

We may pay a brokerage  commission  on the  purchase or sale of a security  that
could  be  purchased  from or  sold to a  market  maker  if our net  cost of the
purchase or the net  proceeds to us of the sale are at least as  favorable as we
could obtain on a direct purchase or sale.  Brokers who receive such commissions
may 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 trading equipment and computer software
packages, acquired from third-party suppliers, that enable Lord Abbett to access
various information bases and may include the furnishing of analyses and reports
concerning  issuers,  industries,   securities,  economic  factors  and  trends,
portfolio strategy and the performance of accounts. 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 
                                       8
<PAGE>
services  received from brokers cannot be allocated to any  particular  account,
are not a substitute for Lord Abbett's  services but are  supplemental  to their
own research effort and, when utilized,  are subject to internal analysis before
being incorporated by Lord Abbett into their investment  process. As a practical
matter,  it  would  not be  possible  for Lord  Abbett  to  generate  all of the
information  presently  provided by brokers.  While receipt of research services
from brokerage firms has not reduced Lord Abbett's  normal research  activities,
the  expenses of Lord Abbett  could be  materially  increased if it attempted to
generate such  additional  information  through its own staff and purchased such
equipment and software packages directly from the suppliers.

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

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

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

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

During the period  from  November 4, 1993 to October 31, 1994 and for the fiscal
year ended  October  31,1995  the  Limited  Duration  Government  Series paid no
commissions to independent  brokers. For the period December 27, 1994 to October
31, 1995 the Balanced  Series paid total  commissions to independent  brokers of
$4,566.


                                       5.
                             Purchases, Redemptions
                            and Shareholder Services

Securities in each Series' portfolio 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 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 Fund'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 Board of Trustees of the Fund. The
Board of  Trustees  will  monitor,  on an ongoing  basis,  the Fund's  method of
valuation.
                                       9
<PAGE>
As  disclosed  in the  Prospectus,  we  calculate  our net  asset  value and are
otherwise  open for  business  on each day  that  the New  York  Stock  Exchange
("NYSE") is open for trading.  The NYSE is closed on  Saturdays  and Sundays and
the following holidays -- New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas.

The offering price of Limited Duration  Government  Series;  and Balanced Series
shares on October 31, 1995 was computed as follows:

 
                                                      Limited Duration
                                                      Government       Balanced
                                                      Series            Series  

Net asset value per share (net assets divided
  by shares outstanding)..............................$4.53            $10.71

Maximum offering price per share - net asset
  value divided by (.9700 for Limited Duration
  Government Series) and (.9525 for Balanced Series)..$4.67            $11.24

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

Since  commencement  of  operations,  Lord Abbett as our  principal  underwriter
received  net  commissions  after  allowance of a portion of the sales charge to
independent dealers as follows:
 
 
                              November 4, 1993
                                    to                  Year Ended
                              October 31, 1994       October 31, 1995

Gross sales charge              $102,403                $205,002

Amount allowed
to dealers                      $ 87,791                $192,792

Net Commissions received
by Lord Abbett                  $ 14,612                $ 12,210


As described in the Prospectus,  each Series has adopted a Distribution Plan and
Agreement  ("Plan") pursuant to Rule 12b-1 of the Act. In adopting each Plan and
in approving its continuance, the Board of Trustees has concluded that, based on
information provided by Lord Abbett, there is a reasonable  likelihood that each
Plan will benefit its Series and its shareholders. The expected benefits include
greater sales and lower  redemptions  of shares and a higher  quality of service
provided to  shareholders  by dealers  than  otherwise  would be the case.  Lord
Abbett uses all amounts received under each Plan for payments to dealers for (i)
selling shares of the Series and (ii) maintaining  Series  shareholder  accounts
and/or providing Series shareholders with service, including shareholder liaison
services such as responding to customer  inquiries and providing  information on
their investments.
                                       10
<PAGE>
Each Plan  requires  the Board of  Trustees  to review,  on a  quarterly  basis,
written reports of all amounts expended pursuant to the Plan and the purpose for
which such  expenditures  were made.  Each Plan shall continue in effect only if
its continuance is specifically approved at least annually by vote of the Fund's
Board of Trustees and of the Fund's  trustees 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 trustees"),  cast
in  person  at a  meeting  called  for the  purpose  of  voting on such Plan and
agreements. Each Plan may not be amended to increase materially the amount spent
for  distribution  expenses  without  approval  by a  majority  of  the  Series'
outstanding  voting  securities  and the  approval of a majority of the trustees
including  a  majority  of  the  Series'  outside  trustees.  Each  Plan  may be
terminated at any time by vote of a majority of the Fund's  outside  trustees or
by vote of a majority of the Series' outstanding voting securities. As stated in
the  Prospectus,  a 1%  contingent  deferred  reimbursement  charge  ("CDRC") is
imposed with respect to those shares (or shares of another Lord Abbett-sponsored
fund or series acquired  through  exchange of such shares) on which a Series has
paid the  one-time 1% 12b-1 sales  distribution  fee if such shares are redeemed
out of the Lord  Abbett-sponsored  family of funds  within a period of 24 months
from the end of the month in which the original sale occurred.

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

The other  Lord  Abbett-sponsored  funds and  series  which  participate  in the
Telephone  Exchange  Privilege  (except Lord Abbett U.S.  Government  Securities
Money Market Fund, Inc. ("GSMMF") and certain series of the Fund and Lord Abbett
Tax-Free  Income  Trust  for  which  a  Rule12b-1  Plan  is not  yet in  effect
(collectively,  the  "Series"))  have  instituted  a CDRC on the same  terms and
conditions. No CDRC will be charged on an exchange of shares between Lord Abbett
funds.  Upon  redemption of shares out of the Lord Abbett  family of funds,  the
CDRC will be  charged  on  behalf of and paid to the fund in which the  original
purchase (subject to a CDRC) occurred. Thus, if shares of a Lord Abbett fund are
exchanged  for shares of another such fund and the shares  tendered  ("Exchanged
Shares")  are  subject to a CDRC,  the CDRC will carry over to the shares  being
acquired,  including GSMMF ("Acquired Shares"). Any CDRC that is carried over to
Acquired  Shares is calculated as if the holder of the Acquired  Shares had held
those shares from the date on which he or she became the holder of the Exchanged
Shares.  Although GSMMF and the Series will not pay a 1% sales  distribution fee
on $1 million purchases of their own shares, and will therefore not impose their
own CDRC,  GSMMF will  collect  the CDRC on behalf of other Lord  Abbett  funds.
Acquired  shares held in GSMMF which are subject to a CDRC will be credited with
the time such shares are held in that fund.

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

Under the terms of the Statement of Intention to invest  $100,000 or more over a
13-month period as described in the Prospectus,  shares of Lord Abbett-sponsored
funds (other than shares of Lord Abbett Equity Fund ("LAEF"), Lord Abbett Series
Fund  ("LASF"),  Lord Abbett  Research Fund if not offered to the general public
("LARF"),  and  GSMMF,  unless  holdings  in GSMMF  are  attributable  to shares
exchanged from a Lord  Abbett-sponsored fund offered 
                                       11
<PAGE>
with a sales charge or from a fund in the Lord Abbett Counsel  Group)  currently
owned by you are credited as purchases (at their current  offering prices on the
date the Statement is signed)  toward  achieving  the stated  investment.Shares
valued  at 5% of the  amount  of  intended  purchases  are  escrowed  and may be
redeemed to cover the  additional  sales charge  payable if the Statement is not
completed.The  Statement of Intention is neither a binding obligation on you to
buy, nor on the Fund to sell, the full amount indicated.

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

As stated in the  Prospectus,  our shares may be purchased at net asset value by
our trustees,  employees of Lord Abbett,  employees of our shareholder servicing
agent and employees of any securities  dealer having a sales agreement with Lord
Abbett who consents to such  purchases or by the trustee or custodian  under any
pension or  profit-sharing  plan or Payroll  Deduction IRA  established  for the
benefit  of such  persons  or for  the  benefit  of  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
"trustees" and "employees"  include a trustee's or employee's  spouse (including
the surviving spouse of a deceased director or employee). The terms " directors"
and  "employees  of Lord Abbett" also include  other family  members and retired
trustees and employees.

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

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

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

The  Prospectus  briefly  describes the Telephone  Exchange  Privilege.You  may
exchange  some or all of your  shares for those of Lord  Abbett-sponsored  funds
currently  offered to the public  with a sales  charge and GSMMF,  to the extent
offers and sales may be made in your state.  You should read the  prospectus  of
the other fund before  exchanging.In  establishing  a new account by  exchange,
shares  of the Fund  being  exchanged  must  have a value  equal to at least the
minimum  initial  investment  required  for the fund into which the  exchange is
made. 
                                       12
<PAGE>
Shareholders  in other  Lord  Abbett-sponsored  funds  have  the  same  right to
exchange their shares for the Fund's shares. Exchanges are based on relative net
asset values on the day  instructions are received by the Fund in Kansas City if
the  instructions are received prior to the close of the NYSE in proper form. No
sales charges are imposed except in the case of exchanges out of GSMMF (unless a
sales  charge was paid on the  initial  investment).  Exercise  of the  exchange
privilege  will be  treated as a sale for  federal  income  tax  purposes,  and,
depending on the circumstances, a gain or loss may be recognized. In the case of
an  exchange  of shares  that have been held for 90 days or less  where no sales
charge is payable on the  exchange,  the  original  sales charge  incurred  with
respect to the exchanged  shares will be taken into account in determining  gain
or loss on the exchange only to the extent such charge  exceeds the sales charge
that would have been payable on the acquired  shares had they been  acquired for
cash rather than by exchange.  The portion of the  original  sales charge not so
taken into account will increase the basis of the acquired shares.

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

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

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

Our Board of  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 30 days'  prior  written  notice  will be given
before any such redemption,  during which time shareholders may avoid redemption
by bringing their accounts up to the minimum set by the Board.

Under the  Div-Move  service  described  in the  Prospectus,  you can invest the
dividends  paid on your account into an existing  account in any other  Eligible
Fund. The account must be either your account,  a joint account for you and your
spouse, a single account for your spouse,  or a custodial account for your minor
child  under the age of 21. You  should  read the  prospectus  of the other fund
before investing.

The  Invest-A-Matic  method of investing  in the Fund and/or any other  Eligible
Fund is described in the  Prospectus.  To avail yourself of this method you must
complete  the  application  form,  selecting  the time and  amount  of your bank
checking  account  withdrawals and the funds for  investment,  include a voided,
unsigned check and complete the bank authorization.

The Systematic  Withdrawal Plan (the "SWP") also is described in the Prospectus.
You may  establish a SWP if you own or purchase  uncertificated  shares having a
current  offering  price  value  of  at  least  $10,000.Lord  Abbett  prototype
retirement plans have no such minimum.  The SWP involves the planned  redemption
of shares on a periodic basis by receiving  either fixed or variable  amounts at
periodic  intervals.Since the value of shares redeemed may be more or less than
their  cost,  gain or loss may be  recognized  for income tax  purposes  on each
periodic  payment.Normally,  you may not make regular  investments  at the same
time you are receiving systematic  withdrawal payments because it is not in your
interest to pay a sales  charge on new  investments  when in effect a portion of
that new investment is soon withdrawn.  The minimum investment  accepted while a
withdrawal  plan is in effect is $1,000.The  SWP may be terminated by you or by
us at any time by written notice.
                                       13

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


                                       6.
                                   Performance

Using the method to compute  average annual  compounded  total return  described
below,  the total annual return for the Limited Duration  Government  Series for
the period from November 4, 1993  (commencement  of  operations)  to October 31,
1994 and the year ended October 31, 1995 were .85% and 4.90%  respectively.  For
the period  December 27, 1994  (commencement  of operations) to October 31, 1995
the total annual return for the Balanced Series was 10.80%. The redeemable value
of shares of the Limited Duration  Government  Series and the Balanced Series at
October 31, 1995 were $1,017 and $1,108, respectively.

Each Series  computes its average annual  compounded rate of total return during
specified  periods that would equate the initial  amount  invested to the ending
redeemable value of such investment by adding one to the computed average annual
total return, raising the sum to a power equal to the number of years covered by
the  computation  and  multiplying  the result by  $1,000,  which  represents  a
hypothetical  initial  investment.  The  calculation  assumes  deduction  of the
maximum sales charge from initial 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 and deducting any applicable CDRC.

Each Series'  yield  quotation is based on a 30-day  period ended on a specified
date, computed by dividing our net investment income per share earned during the
period by our  maximum  offering  price per share on the last day of the period.
This is determined by finding the following quotient: take the Series' dividends
and interest earned during the period minus its expenses  accrued for the period
and  divide by the  product of (i) the  average  daily  number of Series  shares
outstanding  during the period that were entitled to receive  dividends and (ii)
the Series' at 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 the  multiplication  and the  remainder  is
multiplied  by two. For the 30-day  period ended  October 31, 1995,  the Limited
Duration  Government  Series and  Balanced  Series  yields were 2.26% and 2.79%,
respectively.

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


                                       7.
                                      Taxes

The value of any shares  redeemed,  repurchased or otherwise sold may be more or
less than your tax basis in the shares at the time the redemption, repurchase or
sale is made.  Any gain or loss generally will be taxable for federal income tax
purposes.  Any loss  realized on the sale,  redemption  or  repurchase of Series
shares  which you have held for six months or less will be treated  for  federal
income 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 Series shares are not  
                                       14

<PAGE>
deductible if, within a period beginning 30 days before the date of the sale and
ending 30 days  after  the date of the  sale,  the  taxpayer  acquires  stock or
securities that are substantially identical.

Each Series will be subject to a 4% nondeductible  excise tax on certain amounts
not distributed  (and not treated as having been  distributed) on a timely basis
in accordance with a calendar year distribution requirement. Each Series intends
to  distribute  to  shareholders  each  year an  amount  adequate  to avoid  the
imposition of such excise tax. Dividends paid by the Series will qualify for the
dividends-received  deduction  for  corporations  to the  extent  that  they are
derived from dividends paid by domestic corporations.

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
each Series,  including a 30% (or lower treaty rate) United  States  withholding
tax on dividends  representing  ordinary income and net short-term capital gains
and the  applicability  of United  States  gift and estate  taxes to  non-United
States persons who own Series shares.


                                       8.
                           Information About the Fund

Shareholder  Liability.  Delaware law provides that Fund  shareholders  shall be
entitled to the same limitations of personal  liability extended to shareholders
of private  corporations  for profit.  The courts of some states,  however,  may
decline to apply  Delaware law on this point.  The Fund's  Declaration  of Trust
contains  an  express   disclaimer  of  shareholder   liability  for  the  acts,
obligations, or affairs of the Fund or any series and requires that a disclaimer
be given in each contract  entered into or executed by the Fund. The Declaration
provides for  indemnification  out of the Fund's  property of any shareholder or
former shareholder held personally liable for the obligations of the Fund. 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.  General.  The assets
of the Fund  received for the issue or sale of the shares of each Series and all
income,  earnings,  profits, and proceeds thereof, subject only to the rights of
creditors,   are  especially  allocated  to  each  Series,  and  constitute  the
underlying  assets of such  Series.  The  underlying  assets of each  Series are
recorded  on the books of  account of the Fund,  and are to be charged  with the
liabilities with respect to such Series and with a share of the general expenses
of the Fund.  Expenses  with respect to the Fund are to be allocated in a manner
and on a basis  (generally  in proportion  to relative  assets)  deemed fair and
equitable by the trustees. In the event of the dissolution or liquidation of the
Fund,  the  holders of the shares of each  Series are  entitled  to receive as a
class the underlying assets of such Series available for distribution.

Under the Fund's  Declaration of Trust, the trustees may, upon shareholder vote,
cause  the  Fund to  merge  or  consolidate  into,  or sell  and  convey  all or
substantially  all of,  the  assets  of the  Fund or any  Series  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 Fund's
registration statement. In addition, the trustees may, without shareholder vote,
cause the Fund to be incorporated under Delaware law.

Derivative  actions on behalf of the Fund or any  Series may be brought  only by
shareholders owning not less than 50% of the then outstanding shares of the Fund
or any Series, as applicable.

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 account. In engaging
in  personal  securities  transactions,  however,  such  persons  are subject to
requirements  and  restrictions  contained  in the 
                                       15

<PAGE>
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 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 Fund to the
extent contemplated by the recommendations of such Advisory Group.

                                        9
                              Financial Statements

The financial  statements for the fiscal half year and fiscal year ended October
31,  1995  and  the  report  of  Deloitte  &  Touche  LLP,   independent  public
accountants,  on such annual financial  statements  contained in the 1995 Annual
Report to  Shareholders  of the Lord Abbett  Investment  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.

<PAGE>
PART C            OTHER INFORMATION

Item 24. Financial Statements and Exhibits

                 (a) Financial  Statements Part A - Financial  Highlights for
                     the period November 24, 1993  (commencement of 
                     operations - Limited Duration  Government  Series) to
                     October 31, 1994 and the year ended  October 31, 1995;
                     the period  December 27, 1994 (commencement of 
                     operations - Balanced Series) to October 31, 1995.
 
                    Part B -  Statement  of Net  Assets  at  October  31,  1995.
                    Statement of Operations for the year ended October 31, 1995.

                  (b)Exhibits -
 
                     (11)  Consent of Deloitte & Touche.*
                     (16)  Total Return and Yield Computation.*

                      *    Filed herewith.
 
                      Exhibit items not listed are not applicable.

Item 25. Persons Controlled by or Under Common Control with Registrant

                      None.


Item 26. Number of Record Holders of Securities
                     (as of February 16, 1996)

                  Aggregate - 595
                  Limited Duration Government - 229
                  Balanced - 366

Item 27. Indemnification

          The Registrant is a Delaware  Business Trust established under Chapter
          38 of Title 12 of the Delaware Code. The Registrant's  Declaration and
          Instrument  of Trust at Section  4.3  relating to  indemnification  of
          Trustees, officers, etc. states the following.

          The Trust shall  indemnify each of its Trustees,  officers,  employees
          and agents  (including  any  individual  who serves at its  request as
          director,   officer,   partner,   trustee   or  the  like  of  another
          organization  in which it has any interest as a shareholder,  creditor
          or otherwise) against all liabilities and expenses,  including but not
          limited to amounts paid in satisfaction of judgments, in compromise or
          as fines and penalties, and counsel fees reasonably incurred by him or
          her in connection with the defense or disposition of any action,  suit
          or other  proceeding,  whether civil or criminal,  before any court or
          administrative  or  legislative  body in which he or she may be or may
          have been involved as a party or otherwise or with which he or she may
          be or may have  been  threatened,  while  acting as  Trustee  or as an
          officer,  employee or agent of the Trust or the Trustees,  as the case
          may be, or  thereafter,  by reason of his 
                                       1

<PAGE>
          or her  being or having  been such a  Trustee,  officer,  employee  or
          agent,  except with  respect to any matter as to which he or she shall
                  ______  
          have  been  adjudicated  not  to  have  acted  in  good  faith  in the
          reasonable  belief that his or her action was in the best interests of
          the Trust or any Series  thereof.  Notwithstanding  anything herein to
          the  contrary,  if any matter which is the subject of  indemnification
          hereunder  relates only to one Series (or to more than one but not all
          of the Series of the Trust), then the indemnity shall be paid only out
          of  the  assets  of  the  affected  Series.  No  individual  shall  be
          indemnified hereunder against any liability to the Trust or any Series
          thereof  or the  Shareholders  by reason of willful  misfeasance,  bad
          faith,  gross negligence or reckless  disregard of the duties involved
          in the conduct of his or her office.  In addition,  no such  indemnity
          shall be provided with respect to any matter disposed of by settlement
          or a compromise payment by such Trustee,  officer,  employee or agent,
          pursuant to a consent decree or otherwise,  either for said payment or
          for any other expenses unless there has been a determination that such
          compromise is in the best  interests of the Trust or, if  appropriate,
          of any affected  Series  thereof and that such Person  appears to have
          acted in good faith in the  reasonable  belief  that his or her action
          was in the best  interests  of the Trust or,  if  appropriate,  of any
          affected  Series thereof,  and did not engage in willful  misfeasance,
          bad  faith,  gross  negligence  or  reckless  disregard  of the duties
          involved in the conduct of his or her office. All determinations  that
          the applicable  standards of conduct have been met for indemnification
          hereunder shall be made by (a) a majority vote of a quorum  consisting
          of  disinterested  Trustees  who are  not  parties  to the  proceeding
          relating to indemnification, or (b) if such a quorum is not obtainable
          or, even if obtainable,  if a majority vote of such quorum so directs,
          by independent  legal counsel in a written  opinion,  or (c) a vote of
          Shareholders (excluding Shares owned of record or beneficially by such
          individual).  In addition, unless a matter is disposed of with a court
          determination (i) on the merits that such Trustee,  officer,  employee
          or agent was not  liable or  (ii) that  such  Person was not guilty of
          willful misfeasance, bad faith, gross negligence or reckless disregard
          of the  duties  involved  in the  conduct  of  his or her  office,  no
          indemnification  shall be provided  hereunder  unless there has been a
          determination  by independent  legal counsel in a written opinion that
          such Person did not engage in willful  misfeasance,  bad faith,  gross
          negligence or reckless disregard of the duties involved in the conduct
          of his or her office.

          The Trustees may make advance  payments out of the assets of the Trust
          or, if  appropriate,  of the affected  Series in  connection  with the
          expense of defending any action with respect to which  indemnification
          might be sought  under  this  Section 4.3.  The  indemnified  Trustee,
          officer,  employee  or  agent  shall  give a  written  undertaking  to
          reimburse  the Trust or the  Series  in the  event it is  subsequently
          determined that he or she is not entitled to such  indemnification and
          (a) the indemnified Trustee,  officer, employee or agent shall provide
          security for his or her  undertaking,  (b) the  Trust shall be insured
          against losses arising by reason of lawful advances, or (c) a majority
          of a quorum of disinterested  Trustees or an independent legal counsel
          in a written  opinion  shall  determine,  based on a review of readily
          available facts (as opposed to a full 
                                       2

<PAGE>

               trial-type  inquiry),  that there is reason to  believe  that the
               indemnitee  ultimately will be found entitled to indemnification.
               The rights  accruing to any Trustee,  officer,  employee or agent
               under these provisions shall not exclude any other right to which
               he or she may be lawfully entitled and shall inure to the benefit
               of his or her heirs,  executors,  administrators  or other  legal
               representatives.

               Insofar  as  indemnification  for  liability  arising  under  the
               Securities Act of 1933 may be permitted to Trustees, officers and
               controlling  persons of the Registrant  pursuant to the foregoing
               provisions, or otherwise, the Registrant has been advised that in
               the  opinion  of the  Securities  and  Exchange  Commission  such
               indemnification  is against public policy as expressed in the Act
               and is, therefore,  unenforceable.  In the event that a claim for
               indemnification  against such liabilities (other than the payment
               by the  Registrant  of  expense  incurred  or paid by a  Trustee,
               officer or controlling person of the Registrant in the successful
               defense of any action,  suit or  proceeding)  is asserted by such
               Trustee,  officer or  controlling  person in connection  with the
               securities being  registered,  the Registrant will, unless in the
               opinion of its counsel the matter has been settled by controlling
               precedent,  submit  to a court of  appropriate  jurisdiction  the
               question  whether such  indemnification  by it is against  public
               policy as  expressed in the Act and will be governed by the final
               adjudication of such issue.


Item 28.       Business and Other Connections of Investment Adviser

               Lord,  Abbett & Co. acts as investment  manager and/or  principal
               underwriter  for sixteen  other Lord Abbett  open-end  investment
               companies (of which it is principal underwriter for fifteen), and
               as investment  adviser to approximately  5,100 private accounts. 
               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 except as follows:


                  John J. Walsh
                  Trustee
                  Brooklyn Hospital
                  Parkside Avenue
                  Brooklyn, N.Y.


Item 29.          Principal Underwriter

                  (a) Lord Abbett Affiliated Fund, Inc.
                      Lord Abbett U. S. Government Securities Fund, Inc.
                      Lord Abbett Bond-Debenture Fund, Inc.
                      Lord Abbett Value Appreciation Fund, Inc.
                      Lord Abbett Developing Growth Fund, Inc.
                      Lord Abbett Tax-Free Income Fund, Inc.
                      
                                       3

<PAGE>

                      Lord Abbett California Tax-Free Income Fund, Inc.
                      Lord Abbett Fundamental Value Fund, Inc.
                      Lord Abbett Government Securities Money Market Fund, Inc.
                      Lord Abbett Tax-Free Income Trust
                      Lord Abbett Global Fund, Inc.
                      Lord Abbett Equity Fund
                      Lord Abbett Series Fund, Inc.
                      Lord Abbett Research Fund, Inc.
                      Lord Abbett Investment Trust

                  Investment Adviser
                      American Skandia Trust (Lord Abbett Growth and Income 
                      Portfolio)
 
                  (b) The partners of Lord, Abbett & Co. are:

                      Name and Principal           Positions and Offices
                      Business Address (1)         with Registrant      

                      Ronald P. Lynch              Chairman and Trustee
                      Kenneth B. Cutler            Vice President & Secretary
                      Stephen I. Allen             Vice President
                      Daniel E. Carper             Vice President
                      Robert S. Dow                President
                      Thomas S.Henderson          Vice President
                      E. Wayne Nordberg            Vice President
                      John J. Walsh                Vice President

                  (1) Each of the above has a principal  business  address 
                      at 767 Fifth  Avenue,  New York, NY  10153

                  (c) Not applicable

Item 30.          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  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 31.          Management Services

                  None.


Item 32.          Undertakings

              (c) 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.
                                       4
<PAGE>
                                 SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant has duly caused this  Registration  Statement
and/or any  amendment  thereto  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
28th day of February 1996.

                                  LORD ABBETT INVESTMENT TRUST


                                  By  /S/ RONALD P. LYNCH
                                     Ronald P. Lynch, Chairman

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



 
NAME                         TITLE                               DATE
- -----                        -----                               ----
                            Chairman,
/s/ Ronald P. Lynch         Trustee                          February 28, 1996


/s/ John J. Gargana, Jr.    Vice President &                 February 28, 1996
                            Chief Financial Officer
                       
/S/ E. Thayer Bigelow       Trustee                          February 28, 1996


/s/ Stewart S. Dixon        Trustee                          February 28, 1996


/s/ Robert S. Dow           Trustee & President              February 28, 1996


/s/ John C. Jansing         Trustee                          February 28, 1996


/s/ C. Alan MacDonald       Trustee                          February 28, 1996


/s/ Hansel B. Millican, Jr. Trustee                          February 28, 1996
 

/S/ Thomas J. Neff          Trustee                          February 28, 1996

<PAGE>

                                 EXHIBIT INDEX


EXHIBIT
NO.                 DESCRIPTION

EX-99.B11           CONSENT OF DELOITTE & TOUCH
EX-99.B16           COMPUTATION OF PERFORMANCE & YIELD
EX-27               FINANCIAL DATA SCHEDULE


CONSENT OF INDEPENDENT AUDITORS


Lord Abbett Investment Trust:

We consent to the incorporation by reference in  Post-Effective  Amendment No. 8
to  Registration  Statement  No.  33-68090 of our report dated  December  8,1995
appearing in the annual report to shareholders  and to the reference to us under
the captions "Financial  Highlights" in the Prospectus and "Investment  Advisory
and Other  Services" and  "Financial  Statements" in the Statement of Additional
Information, both of which are part of such Registration Statement.




DELOITTE & TOUCHE LLP

New York, New York
February 29, 1996


                                                               Exhibit 16
Lord Abbett Investment Trust Limited Duration
Post Effective Amendment No. 8 on form N-1A


Results of a $1,000  investment  reflecting  the  maximum  sales  charge and the
reinvestment of all distributions.


                         Period ending October 31, 1995

         P = (1 + T)N = ERV,

         1 Year                                  Life of Fund*

         $1,049                                  $1,017

         P = 1,000                            P = 1,000

         N = 1                                N = 1.992

         ERV = 1,049                        ERV = 1,017

                       T = Average annual total return


1,000 (1 + T)1  -  1,049            1,000 (1 + T)1.992  =  1,017

(1 + T)1  =  1,049                          (1 + T)1.992   =  1,017


1 + T  =  (1,049)1                          (1 + T)        =   1,017.502
        ---------                                             ----------
           (1,000)                                             (1,000)

T    =      (1,049)1 -1                     T              =   1,017 .502 -1
           --------                                            -------    
            (1,000)                                            (1,000)

T    =  4.90%                               T              =   .85%


* The Trust's Limited Duration Series commenced operations on 10/29/93.


<PAGE>
                                                             EXHIBIT 16


Calculation of yield  appearing in the Statement of Additional  Information  for
Lord Abbett  Investment Trust Limited Duration U. S. Government,  Post Effective
Amendment No. 8



                                    YIELD FORMULA

                                 For the 30 Days
                             Ended October 31, 1995

                           YIELD = 2[(a-b + 1)6 -1]  = 2.26%
                                            cd

Where:

a    = Fund  dividends  and interest  earned  during the period in the amount of
     $33,856.

b    = Fund  expenses  accrued  for the period  (net of  reimbursements)  in the
     amount of $17,188.

c    = the average  daily  number of Fund shares  outstanding  during the period
     that were entitled to receive dividends were 1,906,215.

d    = the maximum  offering  price per Fund share on the last day of the period
     was $4.67.


1 -  .36 (Tax rate used) - .64

5.99% divided by .64  =  9.36% Tax Equivalent Yield









<PAGE>
                                                           EXHIBIT 16


Calculation of yield  appearing in the Statement of additional  Information  for
Lord Abbett  Investment  Trust (Balanced  Fund),  Post Effect Amendment No. 8 of
Form N-1A.



                                    YIELD FORMULA

                                 For the 30 Days
                             Ended October 31, 1995

                           YIELD = 2[(a-b + 1)6 -1]  = 2.79%
                                            cd

     Where:

a    = Fund  dividends  and interest  earned  during the period in the amount of
     $15,770.

b    = Fund  expenses  accrued  for the period  (net of  reimbursements)  in the
     amount of $2,518.

c    = the average  daily  number of Fund shares  outstanding  during the period
     that were entitled to receive dividends were 509,218.

d    = the maximum  offering  price per Fund share on the last day of the period
     was $11.24.


1 -  .36 (Tax rate used) - .64

5.99% divided by .64  =  9.36% Tax Equivalent Yield












<PAGE>
                                                               EXHIBIT 16

Lord Abbett Investment Trust Balanced
Post Effective Amendment No. 8 on form N-IA

Results of a $1,000  investment  reflecting  the  maximum  sales  charge and the
reinvestment of all distributions:


                         Period Ending October 31, 1995

         P = (1 + T}N = ERV

         Life of Fund *

         1,108

         P = 1,000

         N = Less than one year

         ERV = 1,108


                                          T - Average annual total return

         1,000 (1 + T) = 1,108

         (1 + T) = 1,108


         1 + T =  1,108
                  (1,000)

         T       = 1,108 -1
                   (1,000)

         T       =  10.80%



* The Trust's Balanced Series commenced operations on 12/27/94.

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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<NAME> LORD ABBETT INVESTMENT TRUST
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<ACCUMULATED-GAINS-PRIOR>                     (707221)
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<GROSS-ADVISORY-FEES>                            69012
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<PER-SHARE-NAV-BEGIN>                             4.44
<PER-SHARE-NII>                                   .231
<PER-SHARE-GAIN-APPREC>                           .102
<PER-SHARE-DIVIDEND>                              .243
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                4.53
<EXPENSE-RATIO>                                    1.40
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000911507
<NAME> LORD ABBETT INVESTMENT TRUST
<SERIES>
   <NUMBER> 2
   <NAME> BALANCED SERIES
       
<S>                             <C>
<PERIOD-TYPE>                   10-MOS
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-START>                             DEC-27-1994
<PERIOD-END>                               OCT-31-1994
<INVESTMENTS-AT-COST>                          5077489
<INVESTMENTS-AT-VALUE>                         5361884
<RECEIVABLES>                                   159278
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                            259842
<TOTAL-ASSETS>                                 5781004
<PAYABLE-FOR-SECURITIES>                       68325
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                            68325
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       5366735
<SHARES-COMMON-STOCK>                           533307
<SHARES-COMMON-PRIOR>                                0
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<EXPENSES-NET>                                    11552
<NET-INVESTMENT-INCOME>                          125461
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<NET-CHANGE-FROM-OPS>                           468697
<EQUALIZATION>                                    10626
<DISTRIBUTIONS-OF-INCOME>                        133379
<DISTRIBUTIONS-OF-GAINS>                             0
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</TABLE>


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