LORD ABBETT INVESTMENT TRUST
485APOS, 1997-09-17
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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. 11                   [X]
                                      And

            REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT        [X]
                                    OF 1940
                                Amendment No. 10                           [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
- ---------

           on (date) 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
- ---------

  X        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


In  accordance  with Rule 24f-2 under the  Investment  Company  Act of 1940,  an
indefinite amount of Registrant's shares of Strategic Core Plus Series are being
registered by this registration statement under the Securities Act of 1933.





<PAGE>


                                EXPLANATORY NOTE

     This Post-Effective  Amendment No. 11 (the "Amendment") to the Registrant's
Registration  statement  relates  to  the  Strategic  Core  Plus  Series  of the
Registrant.

     The  other  series of shares of the  Registrant  are  listed  below and are
offered  by the  Prospectus  in Part A of the  Post-Effective  Amendment  to the
Registrant's  Registration  Statement as  identified  below.  The  following are
separate series of the  Registrant.  This Amendment does not relate to, amend or
otherwise affect the Prospectus contained in the prior Post-Effective Amendment,
and pursuant to Rule 485(d) under the Securities  Acto of 1933,  does not affect
the effectiveness of such Post-Effective Amendment.

Limited Duration Government Series
Balanced Series                                      Post-Effective Amendment
U.S. Government Securities Series                    No. 10



                          LORD ABBETT INVESTMENT TRUST
                                      N-1A
                              Cross Reference Sheet
                         Post-Effective Amendment No. 11
                             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
<PAGE>

Form N-1A                    Location in Prospectus or
ITEM NO.                     STATEMENT OF ADDITIONAL INFORMATION

17 (b)                       N/A
17 (c)                       Portfolio Transactions
17 (d) (e)                   N/A
18 (a)                       Cover Page
18 (b)                       N/A
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

THE STRATEGIC  CORE PLUS SERIES ("WE" OR THE  "SERIES") IS A SEPARATE  SERIES OF
LORD ABBETT INVESTMENT TRUST (THE "FUND").  THE FUND CURRENTLY  CONSISTS OF FOUR
SERIES.  ONLY SHARES OF THE STRATEGIC CORE PLUS SERIES ARE BEING OFFERED BY THIS
PROSPECTUS.

WE SEEK HIGH CURRENT INCOME.  IN SEEKING THIS INVESTMENT  OBJECTIVE,  THE SERIES
INVESTS  IN  U.S.  GOVERNMENT  SECURITIES;  INVESTMENT  GRADE  DEBT  SECURITIES;
HIGH-YIELD,  LOWER-RATED  DEBT  SECURITIES  ("JUNK  BONDS");  AND OBLIGATIONS OF
FOREIGN  GOVERNMENTS AND OTHER  FIXED-INCOME  SECURITIES  DENOMINATED IN FOREIGN
CURRENCIES. THERE CAN BE NO ASSURANCE THAT WE WILL ACHIEVE OUR OBJECTIVE.

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

THE DATE OF THIS  PROSPECTUS  AND OF THE STATEMENT OF ADDITIONAL  INFORMATION IS
 DECEMBER ____, 1997.

PROSPECTUS

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

SHARES OF THE  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 THE SERIES  INVOLVES  RISKS,  INCLUDING  THE POSSIBLE LOSS OF
PRINCIPAL.

     CONTENTS                                PAGE

        1       Investment Objective         2

        2       Fee Table                    2

        3       How We Invest                2

        4       Purchases                    5

        5       Our Management               6

        6       Dividends, Capital Gains
                Distributions and Taxes      6

        7       Redemptions                  7

        8       Performance                  7

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 OBJECTIVE

Our investment objective is to seek high current income.

2 FEE TABLE

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

Shareholder Transaction Expenses
(as a percentage of offering price)
Maximum Sales Charge on Purchases
(See "Purchases")                       None
Deferred Sales Charge (See "Purchases") None

Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees (See "Our Management")  None
Other Expenses (See "Our Management")   None

Total Operating Expenses        None


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

        1 year  3 years

         None    None
         None    None

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

3 HOW WE INVEST

The  management  of the Fund will  allocate  the Series'  investments  among the
following three sectors of the fixed-income securities markets:

     U.S. GOVERNMENT AND INVESTMENT GRADE DEBT SECURITIES SECTOR -- consisting
     primarily  of debt  obligations  of the U.S.  government,  its agencies and
     instrumentalities  and debt securities which, at the time of purchase,  are
     "investment  grade,"  i.e.,  rated  within one of the four  highest  grades
     determined either by Moody's Investors  Service,  Inc. or Standard & Poor's
     Ratings Services.

     HIGH-YIELD SECTOR -- consisting of high yield,  lower-rated,  higher risk
     U.S. and foreign fixed-income securities; and

     INTERNATIONAL SECTOR -- consisting of obligations of foreign governments,
     their  agencies and  instrumentalities  and other  fixed-income  securities
     denominated in foreign currencies.

     Lord, Abbett & Co. ("Lord Abbett") will continuously  review the allocation
     of assets  among  these  three  sectors  and make  adjustments  as it deems
     appropriate.  Although there is no fixed limit on allocations  for the U.S.
     Government  and Investment  Grade Sector,  under normal  circumstances  the
     High-Yield and International Sectors each have a limit consisting of 20% of
     the Series' net assets.

U.S. GOVERNMENT SECURITIES.  U.S. Government securities include: (1) obligations
issued by the U.S. Treasury,  differing only in their interest rates, maturities
and time of issuance, and including Treasury bills maturing in one year or less,
Treasury notes  maturing in one to ten years and Treasury bonds with  maturities
of over ten years and (2)  obligations  issued or guaranteed by U.S.  Government
agencies and instrumentalities which are supported by any of the following:  (a)
the full faith and  credit of the United  States  (such as  Government  National
Mortgage  Association  ("GNMA")  certificates),  (b) the right of the  issuer to
borrow from the U.S. Treasury or (c) the credit of the instrumentality. Agencies
and  instrumentalities  include the Federal  Home Loan Bank,  Federal  Home Loan
Mortgage Corporation ("FHLMC"),  Federal National Mortgage Association ("FNMA"),
Federal Farm Credit Bank, Student Loan Marketing  Association,  Tennessee Valley
Authority, Financing Corporation and Resolution Funding Corporation. Obligations
issued   by  the   U.S.   Treasury   and  by  U.S.   Government   agencies   and
instrumentalities  include  those  so  issued  in a form  separated  into  their
component parts of principal and coupon payments,  i.e., "component securities."
A security backed by the U.S.  Treasury or a U.S.  Government  agency,  although
providing  substantial  protection against credit risk, is guaranteed only as to
the timely payment of interest and principal  when held to maturity.  The market
prices  for  such   securities  are  not  guaranteed  and  will  fluctuate  and,
accordingly,  such securities will not protect  investors  against price changes
due to changing interest rates. Longer maturity U.S.  Government  securities may
exhibit  greater price  volatility in response to changes in interest rates than
shorter maturity securities. In addition, certain U.S. Government securities may
show even greater volatility if, for example, the interest payment component has
been removed, as with zero coupon bonds.

Investments  in GNMA  certificates,  which are pools of home mortgages and other
mortgage-backed  securities, are subject to prepayment of principal as mortgages
<PAGE>

are prepaid.  We must reinvest these prepayments at prevailing rates,  which may
be  lower  than  the  yield of the  GNMA  certificate  or other  mortgage-backed
securities. These prepayments will result in a further reduction in principal if
the GNMA  certificate  or other  mortgage-backed  security is trading  over par.
Mortgage prepayments generally increase in a falling  interest-rate  environment
and,  accordingly,  often  result  in a  reduction  of  principal.  In a  rising
interest-rate  environment,  prepayments  tend to decline  which  increases  the
duration and volatility of such GNMA certificates.

We  may  invest  in  liquid  interest-only  and  principal-only  mortgage-backed
securities  backed by fixed-rate  mortgages under guidelines  established by the
Board of Trustees  of the Fund to assure  that they may be sold  promptly in the
ordinary  course  of  business  at a value  reasonably  close  to  that  used in
calculating the net asset value per share.

Although the longer maturity U.S. Government securities, zero coupon bonds, GNMA
certificates  and  other  mortgage-backed  securities  mentioned  above  may  be
volatile,  this  volatility,  while not eliminated,  is managed by the policy of
Lord Abbett to maintain the average  duration of securities  held within a range
of two years more than and two years less than the Lehman Aggregate Index. Since
this index  currently  has a  duration  of 4.7  years,  currently  this range is
between 2.7 years and 6.7 years.

While growth of capital is not an  objective,  capital  appreciation  may result
from efforts to secure high current income.

INVESTMENT GRADE DEBT SECURITIES.  We may invest in debt securities  which,
at the time of purchase, are rated investment grade. These investment grade debt
securities include corporate bonds and debentures,  mortgage-backed  securities,
asset-backed  securities,  zero coupon  securities  and  securities  issued on a
when-issued or delayed-delivery basis.

HIGH-YIELD SECURITIES. We seek unusual values,  particularly in lower-rated debt
securities, some of which are convertible into common stocks or have warrants to
purchase common stocks.

Higher yield on debt  securities  can occur during periods of inflation when the
demand for  borrowed  funds is high.  Also,  buying  lower-rated  bonds when the
credit risk is above  average but, we think,  likely to  decrease,  can generate
higher  yields.  Such debt  securities  normally  will  consist of secured  debt
obligations of the issuer (i.e.,  bonds),  general unsecured debt obligations of
the issuer (i.e., debentures) and debt securities which are subordinate in right
of payment to other debt of the issuer.

Capital appreciation potential is an important consideration in the selection of
portfolio  securities.  Capital appreciation may be obtained by (1) investing in
debt  securities  when the trend of interest  rates is expected to be down;  (2)
investing in  convertible  debt  securities  or debt  securities  with  warrants
attached  entitling the holder to purchase  common  stock;  and (3) investing in
debt securities of issuers in financial  difficulties when, in our opinion,  the
problems giving rise to such difficulties can be successfully  resolved,  with a
consequent  improvement in the credit standing of the issuers.  Such investments
involve corresponding risks that interest and principal payments may not be made
if such difficulties are not resolved.  In no event will we invest more than 10%
of our gross assets at the time of  investment in debt  securities  which are in
default as to interest or principal.

Normally we invest in long-term  debt  securities  when we believe that interest
rates in the long run will decline and prices of such securities  generally will
be higher.  When we believe that  long-term  interest  rates will rise,  we will
endeavor to shift our portfolio into  shorter-term  debt securities whose prices
might not be affected as much by an increase in interest rates.

FOREIGN  SECURITIES.  While the Series'  portfolio  investments  in foreign debt
securities  may be made in  securities  of the type  described  above of issuers
domiciled in developed countries, investments also may be made in the securities
of companies  domiciled in developing  countries.  Such foreign debt  securities
normally will be limited to issues where there does not appear to be substantial
risk of  nationalization,  exchange  controls,  confiscation or other government
restrictions.

The  Series  may  invest  without  limit  in U.S.  Dollar  denominated  American
Depository  Receipts  ("ADRs"),  which are bought and sold in the United States.
The Series  may,  to a limited  extent,  engage in foreign  currency  option and
forward contract transactions as a hedge and not for speculation.

OTHER  POLICIES.  We may hold or sell any  property or  securities  which we may
obtain  through the exercise of conversion  rights or warrants or as a result of
any 
<PAGE>
reorganization,  recapitalization or liquidation  proceedings for any issuer
of  securities  owned  by us.  In no  event  will we  voluntarily  purchase  any
securities  other  than debt  securities,  if, at the time of such  purchase  or
acquisition,  the  value  of  the  property  and  securities,  other  than  debt
securities,  in our  portfolio  is  greater  than 35% of the  value of our gross
assets. A purchase or acquisition will not be considered  "voluntary" if made in
order to avoid loss in value of a conversion or other premium.

We may invest up to 15% of our net  assets in  illiquid  securities.  Securities
which are subject to legal or contractual restrictions on resale, but which have
been  determined  by the  Board of  Trustees  to be  liquid,  such as Rule  144A
securities,  will not be subject to this limit. Investment by the Series in such
securities,  initially  determined  to be  liquid,  could  have  the  effect  of
diminishing  the level of the  Series'  liquidity  during  periods of  decreased
market interest in such securities.

We may,  but have no present  intention  to,  invest in  financial  futures  and
options on financial  futures and commit more than 5% of our gross assets to the
lending of our portfolio securities.

We may not  borrow in excess of 5% of our gross  assets  taken at cost or market
value, whichever is lower at the time of borrowing, and then only as a temporary
measure for extraordinary or emergency purposes.

We will not change our investment objective without shareholder approval.

RISK FACTORS -- FOREIGN  SECURITIES.  Securities markets of foreign countries in
which the Series  may invest  generally  are not  subject to the same  degree of
regulation as the U.S. markets and may be more volatile and less liquid than the
major U.S. markets. Lack of liquidity may affect the Series' ability to purchase
or sell large blocks of securities and thus obtain the best price.  There may be
less  publicly-available  information on  publicly-traded  companies,  banks and
governments in foreign countries than generally is 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,  withholding  taxes that  cannot be passed  through as a tax
credit  or  deduction  to  shareholders,  currency  fluctuations  and  different
securities  settlement  practices.  Settlement  periods for foreign  securities,
which are sometimes longer than those for securities of U.S. issuers, may affect
portfolio liquidity.  In addition,  foreign securities held by the Series may be
traded on days that the Series does not value its portfolio securities,  such as
Saturdays and customary  business  holidays  and,  accordingly,  the Series' net
asset values may be significantly affected on days when shareholders do not have
access to the Series.

Foreign  securities  involve  currency risk. The U.S.  Dollar value of a foreign
security  tends to decrease when the value of the U.S.  Dollar rises against the
foreign currency in which the security is denominated and tends to increase when
the value of the U.S.  Dollar  falls  against  such  currency.  Fluctuations  in
exchange  rates may also affect the earning power and asset value of the foreign
entity issuing the security.  Dividend and interest payment, and restrictions on
capital  flows may be  imposed.  Losses and other  expenses  may be  incurred in
converting between various currencies.

RISK FACTORS -- HIGH YIELD.  We may invest  substantially  in lower-rated  bonds
because they tend to have 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 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 than for higher-rated bonds and valuation of such securities may be more
difficult and require greater reliance upon judgment.

While the market for lower-rated bonds may be relatively insensitive to interest
rate  changes,  the market  prices of these bonds  structured  as zero coupon or
pay-in-kind  securities  may be affected to a greater extent by such changes and
thus may be more volatile than prices of lower-rated  securities paying interest
periodically in cash.  Lower-rated bonds that are callable prior to maturity may
be more  susceptible  to refunding  during  periods of falling  interest  rates,
requiring replacement with lower-yielding securities.
<PAGE>
Since the risk of default  generally  is higher  among  lower-rated  bonds,  the
research and analysis  performed by Lord Abbett are especially  important in the
selection of such bonds.  If bonds are rated BB/Ba or lower,  they are described
as "high-yield  bonds" because of their generally higher yields and are referred
to  colloquially  as "junk bonds" because of their greater  risks.  In selecting
lower-rated bonds for investment,  Lord Abbett does not rely upon ratings, which
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.  We do not have any minimum  rating  criteria for our  investments in
bonds.  Some  issuers  may  default as to  principal  and/or  interest  payments
subsequent   to  our   purchase   of   their   securities.   Through   portfolio
diversification,  good 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.

Laws enacted from time to time could limit the tax or other  advantages  of, and
the  issuance  of,  lower-rated  securities  and could  adversely  affect  their
secondary  market and the  financial  condition of their  issuers.  On the other
hand, such  legislation  (curtailing the supply of new issues) could improve the
liquidity, market values and demand for outstanding issues.

4 PURCHASES

The Series'  shares may only be  purchased  by  employees  and  partners of Lord
Abbett,  directors (trustees) of Lord Abbett-managed funds and spouses and other
family members of such employees,  partners and directors (trustees). All shares
may be purchased at the net asset value per share next computed  after the order
is received by Lord Abbett.  For the Series the minimum  initial  investment  is
$1,000.  Subsequent investments may be made in any amount. Place your order with
Lord Abbett or send it to Lord  Abbett  Investment  Trust - Strategic  Core Plus
Series (P.O. Box 419100, Kansas City, Missouri 64141).

The net asset value of the Series' shares is calculated every business day as of
the close of the New York Stock  Exchange  ("NYSE"),  by dividing  net assets by
shares  outstanding.  Securities  in the Series'  portfolio  are valued at their
market value as more fully described in the Statement of Additional Information.
A  business  day is a day on  which  the NYSE is open  for  trading.  We are not
obligated  to  maintain  the  offering  or its  terms  and the  offering  may be
suspended,  changed or  withdrawn.  Lord Abbett  Distributor  LLC ("Lord  Abbett
Distributor") reserves the right to reject any order.  Certificates representing
shares of the Series will not be issued.  This will relieve  shareholders of the
responsibility  and inconvenience of safekeeping share certificates and save the
Series  unnecessary  expense.  If you have any  questions,  call the  Series  at
800-821-5129.

TELEPHONE EXCHANGE PRIVILEGE: Shares may be exchanged, without a service charge,
for those of any other Lord  Abbett-sponsored  fund  except for (i) Lord  Abbett
Equity  Fund,   (ii)  Lord  Abbett  Series  Fund  and  (iii)  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 Series to
exchange  shares by  telephone.  Shareholders  have this  privilege  unless they
refuse it in writing.  The Series 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  Series  in  Kansas  City
(800-521-5315)  prior to the close of the NYSE to obtain the  Series'  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 
<PAGE>
purposes and, depending on the circumstances,  a capital gain
or loss may be recognized.

5 OUR MANAGEMENT

Our business is managed by our officers on a day-to-day  basis under the overall
direction  of our  Board of  Trustees  with the  advice of Lord  Abbett  (herein
referred to as  "management").  We employ Lord Abbett as investment  manager for
the  Series  pursuant  to a  Management  Agreement.  Lord  Abbett  has  been  an
investment  manager for over 67 years and currently  manages  approximately  $24
billion  in a family of mutual  funds and  other  advisory  accounts.  Under the
Management  Agreement,  Lord  Abbett is  obligated  to provide  the Series  with
investment  management  services  and  executive  and other  personnel,  pay the
remuneration  of our officers and of our trustees  affiliated  with Lord Abbett,
provide us with  office  space and pay for  ordinary  and  necessary  office and
clerical expenses relating to research,  statistical work and supervision of the
Series' portfolio and certain other costs. Lord Abbett provides similar services
to twelve other Lord Abbett-sponsored funds having various investment objectives
and also advises other investment clients.  Zane E. Brown, a Lord Abbett partner
and its Director of Fixed Income,  is primarily  responsible  for the day-to-day
management of the Series.

Under the  Management  Agreement,  the Series is  obligated to pay Lord Abbett a
monthly fee based on its  average  daily net assets for each month at the annual
rate of .50%. Because Lord Abbett intends to waive the payment of the management
fee for the year after  commencement of operations of the Series,  the effective
fee payable to Lord Abbett by the Series as a  percentage  of average  daily net
assets is expected to be at the annual rate of zero percent for such period.  In
addition,  we pay all expenses not expressly assumed by Lord Abbett. The Series'
ratio of expenses,  including management fee expenses, to average net assets for
such one-year period is expected to be zero percent.

6 DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

With respect to the Series,  dividends from taxable net investment income may be
taken in cash or invested  in  additional  shares at net asset value  (without a
sales charge) and will be paid to shareholders annually in December.

A capital gains  distribution is made when the Series has net profits during the
year from sales of  securities.  Any capital  gains  distributions  will be made
annually  in  December.  They may be taken in cash or invested in more shares at
net asset value without a sales charge.

Dividends  and  distributions  declared in October,  November or December of any
year will be treated for federal  income tax purposes as having been received by
shareholders  of the Series in that year if they are paid  before  February 1 of
the following year. A supplemental  capital gains  distribution also may be paid
in December.

The Series  intends to meet the  requirements  of  Subchapter  M of the Internal
Revenue Code. The Series will try to distribute to  shareholders  all of its net
investment  income and net realized  capital gains, so as to avoid the necessity
of paying federal income tax.  Shareholders,  however, must report dividends and
capital  gains  distributions  as taxable  income.  Dividends  derived  from the
Series'  ordinary  income  and net  short-term  capital  gains  are  taxable  to
Shareholders at ordinary income rates. Under recently enacted  legislation,  the
maximum tax rate on long-term  capital  gains for a U.S.  individual,  estate or
trust is reduced to 20% and the "holding  period" for  long-term  capital  gains
treatment is increased from one-year to eighteen months.  (If the taxpayer is in
the 15% tax  bracket,  the rate is 10%.) An  individual,  estate or trust with a
holding  period  greater  than one year but less than 18 months  has  "mid-term"
gains  taxed at a  maximum  rate of 28% (15% if the  taxpayer  is in the 15% tax
bracket).  Although it has not yet done so,  Treasury has the authority to amend
the tax law governing taxation of shareholders of a regulated investment company
to  reflect  these  changes.  Although  the  Series  does not know when and what
regulations will be promulgated, it believes that the regulations should provide
that whether  received in cash or shares,  regardless of how long a taxpayer has
held the shares of the  Series,  distributions  derived  from net  long-term  or
mid-term  capital gains will be 
<PAGE>
taxable to shareholders as long-term or mid-term
capital gains, respectively.

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

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

We will  inform  shareholders  of the federal  tax status of each  dividend  and
distribution after the end of each calendar year.

Shareholders should consult their tax advisers  concerning  applicable state and
local  taxes as well as on the tax  consequences  of gains  or  losses  from the
redemption or exchange of our shares.

7 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.  This
privilege is automatically  extended to all  shareholders.  The Fund will not be
liable for following  instructions  communicated by telephone that it reasonably
believes  to be genuine  with  respect to the Fund and,  therefore,  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 cannot use the expedited redemption  procedures described above to redeem
shares directly,  send your request to Lord Abbett  Investment Trust - Strategic
Core  Plus  Series  (P.O.  Box  419100,   Kansas  City,   Missouri  64141)  with
signature(s)  and any legal capacity of the signer(s)  guaranteed by an eligible
guarantor.  

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

8 PERFORMANCE

YIELD AND TOTAL  RETURN.  Yield and total return data may, from time to time, be
included in advertisements  about the Series.  The Series' "yield" is calculated
by dividing the  annualized  net  investment  income per share on the  portfolio
during a 30-day period by the net asset value on the last day of the period. The
yield data  represents a hypothetical  investment  return on the portfolio,  and
does not  measure an  investment  return  based on  dividends  actually  paid to
shareholders.  To  show  that  return,  a  dividend  distribution  rate  may  be
calculated.  The  dividend  distribution  rate is  calculated  by  dividing  the
dividends of the Series'  shares  derived from net  investment  income  during a
stated  period by the net asset value on the last day of the period.  Yields and
dividend  distribution  rates for  Series'  shares  is shown at net asset  value
without the deduction of any sales charge.

"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 the Series at the
net asset value.  When total return is quoted for Series' shares, it is shown at
net asset value without the  deduction of any sales charge.  Quotations of yield
or total return for any period when an expense  limitation  is in effect will be
greater than if the limitation had not been in effect. See "Past Performance" in
the Statement of Additional Information for a more detailed description.

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

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

NO PERSON IS AUTHORIZED TO GIVE 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>
Investment Manager and Underwriter
Lord, Abbett & Co. and Lord Abbett Distributor LLC
The General Motors Building
767 Fifth Avenue
New York, New York 10153-0203
212-848-1800

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

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

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

Auditors
Deloitte & Touche LLP

Counsel
Debevoise & Plimpton

Printed in the U.S.A.
LAIT-1-597
(5/97)
<PAGE>


Lord Abbett
Investment Trust

Strategic Core Plus Series
<PAGE>




LORD ABBETT

STATEMENT OF ADDITIONAL INFORMATION                             DECEMBER  , 1997

                          LORD ABBETT INVESTMENT TRUST
                           STRATEGIC CORE PLUS SERIES


This Statement of Additional  Information is not a Prospectus.  A Prospectus may
be obtained  from your  securities  dealer or from Lord Abbett  Distributor  LLC
("Lord Abbett  Distributor") at The General Motors  Building,  767 Fifth Avenue,
New York, New York 10153-0203.  This Statement relates to, and should be read in
conjunction with, the Prospectus dated December ----, 1997.

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.  The Fund has four  series--Lord  Abbett  U.S.
Government  Securities  Series,  Lord Abbett  Limited  Duration U.S.  Government
Securities Series, Lord Abbett Balanced Series and a new series - Strategic Core
Plus Series  (sometimes  referred  to as "U.S.  Government  Securities  Series",
"Limited Duration  Government  Series",  "Balanced Series",  and " Core Series",
respectively,  or "we" or the  "Series",  individually  or  collectively).  Only
shares of the Core  Series  are  offered  in this  Statement  and  those  shares
consists of Class A shares.  All shares have equal  noncumulative  voting rights
and equal rights with respect to dividends,  assets and liquidation,  except for
certain class- specific  expenses.  They are fully paid and  nonassessable  when
issued and have no preemptive or conversion  rights.  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 Policies.......................................2
          2.  Trustees and Officers.....................................6
          3.  Investment Advisory and Other Services....................8
          4.  Portfolio Transactions....................................8
          5.  Purchases, Redemptions
              and Shareholder Services.................................10
          6.  Performance..............................................11
          7.  Taxes....................................................12
          8.  Information About the Fund...............................12
          9.  Financial Statements.....................................13


<PAGE>



                                       1.
                               Investment Policies

FUNDAMENTAL INVESTMENT RESTRICTIONS
We are subject to the following investment  restrictions which cannot be changed
without  approval of a majority of our outstanding  shares.  The Series may not:
(1) borrow  money,  except that (i) the Series may borrow from banks (as defined
in the Act) in amounts up to 33 1/3% of its total assets  (including  the amount
borrowed), (ii) the Series may borrow up to an additional 5% of its total assets
for temporary  purposes,  (iii) the Series may obtain such short-term  credit as
may be  necessary  for  the  clearance  of  purchases  and  sales  of  portfolio
securities  and (iv) the Series may purchase  securities on margin to the extent
permitted  by  applicable  law;  (2)  pledge its  assets  (other  than to secure
borrowings,  or to the extent  permitted by the Series'  investment  policies as
permitted by applicable  law);  (3) engage in the  underwriting  of  securities,
except  pursuant to a merger or acquisition or to the extent that, in connection
with the  disposition  of its  portfolio  securities,  it may be deemed to be an
underwriter  under federal  securities  laws;  (4) make loans to other  persons,
except  that the  acquisition  of  bonds,  debentures  or other  corporate  debt
securities  and  investment  in  government   obligations,   commercial   paper,
pass-through   instruments,   certificates  of  deposit,   bankers  acceptances,
repurchase  agreements or any similar  instruments  shall not be subject to this
limitation,   and  except  further  that  the  Series  may  lend  its  portfolio
securities,  provided that the lending of portfolio  securities may be made only
in accordance  with applicable law; (5) buy or sell real estate (except that the
Series may invest in securities directly or indirectly secured by real estate or
interests  therein  or  issued  by  companies  which  invest  in real  estate or
interests  therein) or commodities or commodity  contracts (except to the extent
the Series may do so in accordance with  applicable law and without  registering
as a commodity pool operator  under the Commodity  Exchange Act as, for example,
with  futures  contracts));  (6) with  respect to 75% of its gross  assets,  buy
securities of one issuer  representing more than (i) 5% of the its gross assets,
except securities issued or guaranteed by the U.S.  Government,  its agencies or
instrumentalities  or (ii) 10% of the  voting  securities  of such  issuer;  (7)
invest more than 25% of its assets,  taken at market value, in the securities of
issuers in any particular industry (excluding securities of the U.S. Government,
its agencies and  instrumentalities);  and (8) issue  senior  securities  to the
extent such issuance would violate applicable law.

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

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS

In addition to the investment restrictions above which cannot be changed without
shareholder  approval,  we also are  subject to the  policies  described  in the
Prospectus  and the following  investment  policies  which may be changed by the
Board of Trustees without shareholder  approval.  The Series may not: (1) borrow
in excess of 5% of its gross assets taken at cost or market value,  whichever is
lower at the  time of  borrowing,  and  then  only as a  temporary  measure  for
extraordinary  or  emergency  purposes;  (2) make short sales of  securities  or
maintain a short position except to the extent  permitted by applicable law; (3)
invest  knowingly more than 15% of its net assets (at the time of investment) in
illiquid securities, except for securities qualifying for resale under Rule 144A
of the Securities Act of 1933, deemed to be liquid by the Board of Trustees; (4)
invest in the securities of other  investment  companies  except as permitted by
applicable  law; (5) hold securities of any issuer if more than 1/2 of 1% of the
securities  of such  issuer are owned  beneficially  by one or more  officers or
trustees  of the  series or by one or more  partners  or  members  of the Fund's
underwriter  or  investment  adviser  if  these  owners  in  the  aggregate  own
beneficially  more  than 5% of the  securities  of such  issuer;  (6)  invest in
warrants if, at the time of the acquisition,  its investment in warrants, valued
at the lower of cost or market,  would  exceed 5% of the  Series'  total  assets
(included  within such  limitation,  but not to exceed 2% of the  Series'  total
assets,  are  warrants  which are not listed on the New York or  American  Stock
Exchange  or a major  foreign  exchange);  (7)  invest  in real  estate  limited
partnership  interests  or interests in oil,  gas or other  mineral  leases,  or
exploration or other  development  programs,  except that the Fund may invest in
securities  issued  by  companies  that  engage  in oil,  gas or  other  mineral
exploration or other development  activities;  (8) write, purchase or sell puts,
calls,  straddles,  spreads  or  combinations  thereof,  except  to  the  extent
permitted in the Fund's prospectus and statement of additional  information,  as
they may be  amended  from  time to time;  or (9) buy from or sell to any of its
officers, trustees, employees, or its

                                        2

<PAGE>

investment adviser or any of its officers,  trustees, partners or employees, any
securities other than shares of beneficial interest in such series.

Although  there is no  current  intention  to do so,  the  Series  may invest in
financial futures and options on financial futures.

FOREIGN CURRENCY HEDGING TECHNIQUES
The Series may utilize various foreign  currency  hedging  techniques  described
below, including forward foreign currency contracts and foreign currency put and
call options.

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

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

FOREIGN  CURRENCY PUT AND CALL  OPTIONS.  The Series may also  purchase  foreign
currency put options and write foreign  currency call options on U.S.  exchanges
or U.S. over-the-counter markets. A put option gives the Series, upon payment of
a  premium,  the  right to sell a  currency  at the  exercise  price  until  the
expiration of the option and serves to insure  against  adverse  currency  price
movements in the underlying portfolio assets denominated in that currency.

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

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






                                        3

<PAGE>



LENDING PORTFOLIO SECURITIES

The 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 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,  the  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.  The 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

The 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.) The 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 limit
repurchase  agreements for the 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.

The 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.


                                        4

<PAGE>



WHEN-ISSUED TRANSACTIONS

As stated in the Prospectus,  the 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 the 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 Series, generally, has the ability to close out a purchase obligation
on or before the  settlement  date  rather than take  delivery of the  security.
Under no  circumstance  will settlement for such securities take place more than
120 days after the purchase date.

AVERAGE DURATION

The Series limits its average dollar weighted  portfolio  duration to a range of
between two years more than and two years less than the Lehman  Aggregate Index.
Since this index currently has a duration of 4.7 years,  this range currently is
between 2.7 years and 6.7 years.  However,  many of the  securities in which the
Series invests will have remaining durations in excess of 6.7 years.

Some of the securities in the 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 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 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

The  Series  portfolio  turnover  rate for its first  year of  operation  is not
expected to exceed 100%. As discussed above, the Series may purchase  securities
on a  when-issued  basis with  settlement  taking place after the purchase  date
(without amortizing any premiums).  If this investment  technique is used, it is
expected to contribute  significantly to the portfolio turnover rates.  However,
it will  have  little  or no  transaction  cost  or  adverse  tax  consequences.
Transaction   costs  normally  will  exclude   brokerage   because  the  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.







                                        5

<PAGE>



                                       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 an  officers  and/or  directors  or
trustees of the twelve other Lord  Abbett-sponsored  funds. They are "interested
persons"  as  defined  in the Act,  and as such,  may be  considered  to have an
indirect financial interest in the Rule 12b-1 Plan described in the Prospectus.

Robert S. Dow, age 52, Chairman and President
E. Wayne Nordberg, age 59, Vice President

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

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

Chief Executive Officer of Courtroom Television Network.  Formerly President and
Chief Executive  Officer of Time Warner Cable  Programming,  Inc. Prior to that,
President and Chief Operating Officer of Home Box Office, Inc. Age 56.

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

Partner in the law firm of Wildman, Harrold, Allen & Dixon. Age 66.

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

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

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

General  Partner,  The  Marketing  Partnership,  Inc., a full service  marketing
consulting firm. Formerly Chairman and Chief Executive Officer of Lincoln Foods,
Inc.,  manufacturer of branded snack foods  (1992-1994).  Formerly President and
Chief  Executive  Officer  of  Nestle  Foods  Corporation,  and  prior  to that,
President and Chief Executive Officer of Stouffer Foods Corp., both subsidiaries
of  Nestle  S.A.  (Switzerland).  Currently  serves  as  Director  of  Den  West
Restaurant Co., J.B. Williams, and Fountainhead Water Company. Age 64.

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

                                        6

<PAGE>



President and Chief Executive Officer of Rochester Button Company.  Age 69.

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

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

The second column of the following table sets forth the compensation accrued for
the Fund's  outside  trustees.  The third  column  sets forth  information  with
respect to the equity-based  benefits accrued for outside  directors/trustees by
the Lord  Abbett-sponsored  funds.  The  fourth  column  sets  forth  the  total
compensation payable by such funds to the outside directors/trustees. No trustee
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 NOVEMBER 30, 1996

   (1)                      (2)              (3)                 (4)

                                                        For Year Ended
                                     Equity-Based       December 31, 1996
                                     Benefits Accrued   Total Compensation
                       Aggregate     by each Fund and   Accrued by each Fund and
                       Compensation  Nine Other Lord    Twelve Other Lord
                       Accrued by    Abbett-sponsored   Abbett-sponsored
NAME OF DIRECTOR       THE FUND1     FUNDS2             FUNDS3


<S>                      <C>            <C>                  <C>    
E. Thayer Bigelow        $10,590        $11,563              $48,200
Stewart S. Dixon         $10,314        $22,283              $46,700
John C. Jansing          $10,371        $28,242              $46,700
C. Alan MacDonald        $10,649        $29,942              $48,200
Hansel B. Millican, Jr.  $10,970        $24,499              $49,600
Thomas J. Neff           $10,348        $15,990              $46,900

<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 amounts of the aggregate compensation payable by the Fund as
     of November 30, 1996, deemed invested in Fund shares,  including  dividends
     reinvested  and  changes  in net  asset  value  applicable  to such  deemed
     investments,  were: Mr. Bigelow, $27,143; Mr. Dixon, $101,138; Mr. Jansing,
     $125,269;  Mr.  MacDonald,  $80,318;  Mr. Millican,  $126,245 and Mr. Neff,
     $125,238.

2.   Each  Lord  Abbett-sponsored  fund has a  retirement  plan  providing  that
     outside directors may receive annual retirement  benefits for life equal to
     100% of their final annual retainers  following  retirement at or after age
     72 with at least 10 years of service. Each plan also provides for a reduced
     benefit upon early retirement under certain circumstances, a pre-retirement
     death benefit and actuarially reduced  joint-and-survivor spousal benefits.
     Such retirement plans, and the deferred  compensation  plans referred to in
     footnote  one, have been amended  recently to, among other  things,  enable
     outside trustees to elect to convert their  prospective  benefits under the
     retirement plans to equity-based  benefits under the deferred  compensation
     plans (renamed the equity-based plans and hereinafter referred to as such).
     Five of the six outside  trustees  made such an election.  Mr.  Jansing did
     not.   The  amounts   accrued  in  column  3  were   accrued  by  the  Lord
     Abbett-sponsored  funds for the twelve months ended  November 30, 1996 with
     respect to the equity-based  plans.  These accruals were based on the plans
     as in effect  before  the  recent  amendments  and on the fees  payable  to
     outside trustees of the Fund for the twelve months ended November 30, 1996.
     Under the recent  amendments,  the annual retainer was increased to $50,000
     and the annual  retirement  benefits were  increased  from 80% to 100% of a
     trustee's final annual retainer.  Thus, if Mr. Jansing were to retire at or
     after age 72 and the annual retainer  payable by the funds were the same as
     it today, he would receive annual retirement benefits of $50,000.



                                        7

<PAGE>



3.   This column  shows  aggregate  compensation,  including  trustees  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 each Fund have been
associated  with Lord  Abbett for over five  years.  Of the  following,  Messrs.
Allen, Brown, Carper, Cutler, Ms. Foster,  Messrs. Morris, Noelke,  Nordberg and
Walsh are partners of Lord Abbett; the others are employees;  Zane E. Brown, age
45,  Executive  Vice  President;  Kenneth B. Cutler,  age 65, Vice President and
Secretary; Stephen I. Allen, age 44; Daniel E. Carper, age 45; Daria Foster, age
43; Robert G. Morris, Age 53; Robert Noelke, age 40; E. Wayne Nordberg,  age 59;
Paul A.  Hilstad,  age 54 (with Lord  Abbett  since 1995 - formerly  Senior Vice
President and General Counsel of American Capital Management & Research,  Inc.);
Thomas F. Konop, age 55; A. Edward Oberhaus, age 37; John J. Walsh, age 61, Vice
Presidents; and Keith F. O'Connor, age 42, Vice President and 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.


                                       3.
                     Investment Advisory and Other Services

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

The services  performed by Lord Abbett are described  under "Our  Management" in
the  Prospectus.  Under the Management  Agreement,  we 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%.

The 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.

Although  not  obligated  to do so,  Lord  Abbett  may  waive all or part of its
management fees and or may assume other expenses of the Series.

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 the 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,  the Series usually will pay no brokerage
commissions for such purchases. Purchases from underwriters of portfolio

                                        8

<PAGE>



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.

The  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 rate 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  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.



                                        9

<PAGE>



                                       5.
                             Purchases, Redemptions
                            and Shareholder Services

Securities in the 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.

With  respect to the foreign  assets of the Series,  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.

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

As  disclosed  in the  Prospectus,  we  calculate  our net  asset  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 Class A shares of the Series  for the  period  indicated
below were computed as follows:

                                 DECEMBER , 1997
                               Strategic Core Plus
                                     SERIES


Net asset value per share (net assets divided
  by shares outstanding).................................$10.00



EXCHANGES.  The Prospectus briefly describes the Telephone  Exchange  Privilege.
You  may   exchange   some  or  all  of  your  shares  for  those  of  (i)  Lord
Abbett-sponsored  funds  currently  offered  to the public  with a sales  charge
(front-end,  back-end or level), or (ii) Lord Abbett U.S. Government  Securities
Money Market Fund,  the  ('GSMMF").  You should read the prospectus of the other
fund before exchanging. In establishing a new account by exchange, shares of the
Fund being  exchanged  must have a value equal to at least the  minimum  initial
investment required for the fund into which the exchange is made.

Shareholders  in other  Lord  Abbett-sponsored  funds  have  the  same  right to
exchange  their  shares  for the  corresponding  class  of the  Series'  shares.
Exchanges  are based on relative  net asset values on the day  instructions  are
received by the Fund in Kansas City if the  instructions  are received  prior to
the close of the NYSE in proper form. No sales charges are imposed except in the
case of exchanges  out of GSMMF (unless a sales charge  (front-end,  back-end or
level) was paid on the  initial  investment  in a Lord Abbett  sponsored  fund).
Exercise of the exchange  privilege will be treated as a sale for federal income
tax  purposes,  and,  depending  on the  circumstances,  a gain or  loss  may be
recognized. In the case of an exchange of shares that have been held for 90 days
or less where no sales charge is payable on the  exchange,  the  original  sales
charge incurred with respect to the exchanged  shares will be taken into account
in  determining  gain or loss on the  exchange  only to the extent  such  charge
exceeds the sales charge that would have been

                                       10

<PAGE>


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 and other Lord  Abbett-sponsored  funds  which are  eligible  for the
exchange  privilege,  except Lord Abbett Series Fund  ("LASF")  which offers its
shares only in connection with certain variable annuity  contracts,  Lord Abbett
Equity Fund ("LAEF") which is not issuing shares,  and any series of Lord Abbett
Research Fund not offered to the general public ("LARF").

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

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

Our Board of  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.


                                       6.
                                   Performance

The Series  computes the average annual  compounded rate of total return for its
Class A shares  during  specified  periods that would equate the initial  amount
invested to the ending  redeemable value of such investment by adding one to the
computed  average  annual total return,  raising the sum to a power equal to the
number of years covered by the computation and multiplying the result by $1,000,
which  represents a hypothetical  initial  investment.  The calculation  assumes
deduction  of no sales  charge (as  described  in the next  paragraph)  from the
amount  invested and  reinvestment  of all income  dividends  and capital  gains
distributions  on  the  reinvestment  dates  at  net  asset  value.  The  ending
redeemable  value is determined by assuming a complete  redemption at the end of
the period(s) covered by the average annual total return computation.

In calculating total returns for Class A shares, no sales charge with respect to
the Series (as a percentage of the offering  price) is deducted from the initial
investment . Total  returns  also assume that all  dividends  and capital  gains
distributions during the period are reinvested at net asset value per share, and
that the investment is redeemed at the end of the period.

The 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 net asset value 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'  net asset  value 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. Yield for the Class A shares is shown based on the Fund's net
asset value per share.

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.


                                       11

<PAGE>


                                       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
distribution  designated by the Fund as a "capital gains distribution" which you
received  with respect to such shares.  Losses on the sale of Series  shares are
not deductible if, within a period beginning 30 days before the date of the sale
and ending 30 days after the date of the sale,  the taxpayer  acquires  stock or
securities that are substantially identical.

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

As described in the Prospectus  under "Risk Factors",  the Series may be subject
to foreign  withholding  taxes which would reduce the yield on its  investments.
Tax  treaties  between  certain  countries  and the United  States may reduce or
eliminate such taxes. It is expected that Series shareholders who are subject to
United States  federal income tax will be entitled to claim a federal income tax
credit or deduction for foreign income taxes paid by the Series.

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

The  foregoing  discussion  relates  solely to U.S.  federal  income  tax law as
applicable to United States  persons  (United  States  citizens or residents and
United States domestic  corporations,  partnerships,  trusts and estates).  Each
shareholder  who is not a United States  person  should  consult his tax adviser
regarding  the U.S. and foreign tax  consequences  of the ownership of shares of
the 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.


                                       12

<PAGE>


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 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 fiscal year ended  November 30, 1996 and the half
year ended May 31,  1997 and the report of  Deloitte & Touche  LLP,  independent
public accountants,  on such annual financial  statements  contained in the 1996
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.

                                       13


<PAGE>



PART C            OTHER INFORMATION

Item 24.          FINANCIAL STATEMENTS AND EXHIBITS

                  (a)    Financial Statements
                                    Part A - Financial Highlights for the period
                         November 4, 1993  (commencement of operations - Limited
                         Duration Government Series) to October 31, 1994 and the
                         fiscal  years  ended  October  31,  1995 and 1996;  the
                         period December 27, 1994  (commencement of operations -
                         Balanced  Series)  to October  31,  1995 and the fiscal
                         year ended October 31, 1996.

                         Part B - Statement  of Net Assets at October 31,  1996.
                         Statement of Operations  for the year ended October 31,
                         1996.

                  (b)    Exhibits -


                         99.B1       Form of Amendment to Declaration of Trust*
                         99.B5       Form of Addendum  to  Management  Agreement
                                     between  Lord  Abbett  Investment Trust and
                                     Lord, Abbett & Co.*
                         99.B18      Form of Plan entered into by Registrant
                                     pursuant to Rule 18f-3.*

                  *      Filed herewith.

                  Exhibit items not listed above have either alread been filed 
                  or 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 August 29, 1997)


                  U.S. Government Securities 88,974 -(Class A)
                                                                  414 -(Class B)
                                                                5,163 -(Class C)

                  Limited Duration Government   188-(Class A)
                                                              191-(Class C)

                  Balanced                                    752-(Class A)
                                                              863-(Class C)

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 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 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 twelve other Lord Abbett  open-end  investment
                  companies (of which it is principal underwriter for thirteen),
                  and as  investment  adviser  to  approximately  5,700  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 Bond-Debenture Fund, Inc.
                       Lord Abbett Mid-Cap Value Fund, Inc.
                       Lord Abbett Developing Growth Fund, Inc.
                       Lord Abbett Tax-Free Income 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 Securities 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

                   Robert S. Dow                      Chairman and President
                   Kenneth B. Cutler                  Vice President & Secretary
                   Stephen I. Allen                   Vice President
                   Zane E. Brown                      Vice President
                   Daniel E. Carper                   Vice President
                   Daria L. Foster                    Vice President
                   Robert G. Morris                   Vice President
                   Robert J. Noelke                   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

                  The  Registrant  undertakes  to furnish  each person to whom a
                  prospectus is delivered with a copy of the Registrant's latest
                  annual  report  to  shareholders,  upon  request  and  without
                  charge.

                  The  Registrant  undertakes,  if  requested  to do  so by  the
                  holders  of at  least  10%  of  the  Registrant's  outstanding
                  shares,  to call a meeting of shareholders  for the purpose of
                  voting upon the question of removal of a director or directors
                  and to assist in  communications  with other  shareholders  as
                  required by Section 16(c).

                  The Registrant  undertakes to file a post-effective  amendment
                  to the registration statement, using financial statements with
                  respect to the  Strategic  Core Plus Series  which need not be
                  certified,  within 4 to 6 months after the  effective  date of
                  the registration statement.

<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
16 th day of September 1997.

                                                    LORD ABBETT INVESTMENT TRUST


                                                    By s/Robert S. Dow
                                                       -------------------------
                                                         Robert S. Dow
                                                         Chairman of the Board

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.

                              Chairman, President
s/Robert S. Dow               and Trustee                September 16, 1997
- -----------------------  ----------------------------- ---------------------
Robert S. Dow                 (Title)                      (Date)


                              Vice President and
s/Keith F. O'Connor           Treasurer                  September 16, 1997
- -----------------------  ----------------------------- ---------------------
Keith F. O'Connor             (Title)                      (Date)


s/E. Wayne Nordberg           Trustee                    September 16, 1997
- -----------------------  ----------------------------- ---------------------
E. Wayne Nordberg             (Title)                      (Date)


s/Stewart S. Dixon            Trustee                    September 16, 1997
- -----------------------  ----------------------------- ---------------------
Stewart S. Dixon              (Title)                      (Date)


s/John C. Jansing             Trustee                    September 16, 1997
- -----------------------  ----------------------------- ---------------------
John C. Jansing               (Title)                      (Date)


s/Alan MacDonald              Trustee                    September 16, 1997
- -----------------------  ----------------------------- ---------------------
C. Alan MacDonald             (Title)                      (Date)


s/Hansel B. Millican, Jr.     Trustee                    September 16, 1997
- -----------------------  ----------------------------- ---------------------
Hansel B. Millican, Jr.       (Title)                      (Date)


s/Thomas J. Neff              Trustee                    September 16, 1997
- -----------------------  ----------------------------- ---------------------
Thomas J. Neff                (Title)                      (Date)


s/E. Thayer Bigelow           Trustee                    September 16, 1997
- -----------------------  ----------------------------- ---------------------
E. Thayer Bigelow             (Title)                      (Date)


<PAGE>




                          LORD ABBETT INVESTMENT TRUST

                                  AMENDMENT TO
                              DECLARATION OF TRUST


                  The undersigned,  being at least a majority of the Trustees of
Lord Abbett Investment Trust, a Delaware business trust (the "Trust"), organized
pursuant to a Declaration of Trust dated August 16, 1993 (the "Declaration"), do
hereby  establish,  pursuant to Section 5.3 of the Declaration,  a new series of
the Trust to be designated as the Strategic Core Plus Series.  The initial class
of shares shall be designated the Class A shares.  Any  variations  between such
classes as to purchase price, determination of net asset value, the price, terms
and manner of  redemption,  special and relative  rights as to dividends  and on
liquidation,  and conditions under which such classes shall have separate voting
rights,  shall be as set forth in the Declaration or as elsewhere  determined by
the Board of Trustees of the Trust.

                  This   instrument   shall   constitute  an  amendment  to  the
Declaration.

                  IN  WITNESS  WHEREOF,   the  undersigned  have  executed  this
instrument this ___ day of _________, 1997.



- ---------------------------------                 ------------------------------
Robert S. Dow                                     John C. Jansing


- ---------------------------------                 ------------------------------
E. Wayne Nordberg                                 C. Alan MacDonald


- ---------------------------------                 ------------------------------
E. Thayer Bigelow                                 Hansel B. Millican, Jr.


- ---------------------------------                 ------------------------------
Stewart S. Dixon                                  Thomas J. Neff







<PAGE>




                             Addendum to Management
                          Agreement between Lord Abbett
                     Investment Trust and Lord, Abbett & Co.
                    DATED SEPTEMBER , 1997 (THE "AGREEMENT")


         Lord,  Abbett & Co. and Lord Abbett  Investment  Trust (the "Trust") on
behalf of Lord Abbett Strategic Core Plus Series ("Fund Series") do hereby agree
that  the  annual  management  fee  rate for the Fund  Series  with  respect  to
paragraph 2 of the Agreement shall be .50% of 1% of the average daily net assets
of the Fund Series.

         For  purposes  of  Section  15 (a) of the Act,  this  Addendum  and the
Agreement  shall together  constitute the  investment  advisory  contract of the
Series.





                               LORD, ABBETT & CO.


                          BY: ________________________
                                Managing Partner


                          LORD ABBETT INVESTMENT TRUST
              (on behalf of Lord Abbett Strategic Core Plus Series)


                           BY: _______________________
                                 Vice President




Dated: September     , 1997


<PAGE>




                 Amended and Restated Plans as of August 1,1997
                            Pursuant to Rule 18f-3(d)
                    under the Investment Company Act of 1940
                          (As adopted August 15, 1996)


         Rule 18f-3 (the "Rule")  under the  Investment  Company Act of 1940, as
amended (the "1940 Act"), requires that the Board of Directors or Trustees of an
investment company desiring to offer multiple classes pursuant to the Rule adopt
a plan setting  forth the separate  arrangement  and expense  allocation of each
class, and any related conversion features or exchange privileges. This document
constitutes   an  amended  and  restated  plan   (individually,   a  "Plan"  and
collectively,  the  "Plans")  of each of the  investment  companies,  or  series
thereof,  listed on Schedule A attached hereto (each, a "Fund"). The Plan of any
Fund is subject to  amendment  by action of the Board of  Directors  or Trustees
(the  "Board")  of such Fund and without the  approval  of  shareholders  of any
class,  to the extent  permitted by law and by the  governing  documents of such
Fund.

         The Board,  including a majority of the  non-interested  Board members,
has determined that the following separate  arrangement and expense  allocation,
and the related conversion features,  if any, and exchange  privileges,  of each
class  of each  Fund  are in the  best  interest  of  each  class  of each  Fund
individually and each Fund as a whole.

1. CLASS  DESIGNATION.  Shares of all Funds except Lord Abbett Series Fund, Inc.
shall be  divided  into  Class A shares,  Class B shares,  Class C,  Class Y and
Pension Class shares as indicated  for each Fund on Schedule A attached  hereto.
In the case of the Lord Abbett Series Fund - Growth & Income  Portfolio,  shares
shall be divided into Variable Contract Class shares and Pension Class shares as
indicated on Schedule A.

2.       SALES CHARGES AND DISTRIBUTION AND SERVICE FEES.

         (a) INITIAL SALES CHARGE. Class A shares will be traditional  front-end
sales  charge  shares,  offered at their net asset  value  ("NAV")  plus a sales
charge in the case of each Fund as described in such Fund's  prospectus  as from
time to time in effect.

         Class B shares, Class C shares, Class Y shares, Variable Contract Class
shares and Pension  Class shares will be offered at their NAV without an initial
sales charge.

         (b) SERVICE AND  DISTRIBUTION  FEES.  In respect of the Class A shares,
Class B shares, Class C shares, Variable Contract Class shares and Pension Class
shares,  each Fund will pay service  and/or  distribution  fees under plans from
time to time in effect adopted for such classes pursuant to Rule 12b-1 under the
1940 Act (each, a "12b-1 Plan").

         Pursuant  to a 12b-1  Plan  with  respect  to the  Class A  shares,  if
effective,  each Fund will generally pay (i) at the time such shares are sold, a
one-time  distribution  fee of up to 1% of the  NAV of the  shares  sold  in the
amount of $1 million or more, including sales qualifying at such level under the
rights of accumulation and statement of intention  privileges,  or to retirement
plans with 100 or more eligible employees, as described in the Fund's prospectus
as from time to time in effect, (ii)


<PAGE>



a continuing  distribution  fee at an annual rate of 0.10% of the average  daily
NAV of the  Class A share  accounts  of  dealers  who  meet  certain  sales  and
redemption criteria, and (iii) a continuing service fee at an annual rate not to
exceed 0.25% of the average daily NAV of the Class A shares. The Board will have
the authority to increase the distribution fees payable under such 12b-1 Plan by
a vote of the Board,  including a majority of the independent directors thereof,
up to an annual  rate of 0.25% of the  average  daily NAV of the Class A shares.
The  effective  dates of various  of the 12b-1  Plans for the Class A shares are
based on achievement by the Funds of specified  total net assets for the Class A
shares of such Funds.

         Pursuant  to a 12b-1  Plan  with  respect  to the  Class B  shares,  if
effective,  each Fund will generally pay a continuing  annual fee of up to 1% of
the average annual NAV of such shares then outstanding (each fee comprising .25%
in service fee and .75% in distribution fee).

         Pursuant  to a 12b-1  Plan  with  respect  to the  Class C  shares,  if
effective,  each Fund will generally pay a one-time service and distribution fee
at the time  such  shares  are sold of up to 1% of  their  NAV and a  continuing
annual fee, commencing 12 months after the first anniversary of such sale, of up
to 1% of the  average  annual  NAV of such  shares  then  outstanding  (each fee
comprising .25% in service fees and .75% in distribution fees).

         Pursuant to a 12b-1 plan with respect to the Variable  Contract  Class,
if  operational,  the Growth & Income  Portfolio will generally pay a continuing
annual  fee of up to  .15%  of  the  average  annual  NAV of  such  shares  then
outstanding to reimburse an insurance company for its expenditure related to the
distribution  of  such  shares  which  expenditures  are not  also  reimbursable
pursuant  to fees paid  under the  variable  contract  issued by such  insurance
company.

         Pursuant  to a  12b-1  Plan  with  respect  to the  Pension  Class,  if
operational,  the Growth & Income  Portfolio  will  generally  pay a  continuing
annual fee of .45% of the average  annual NAV of such  shares then  outstanding.
The Board will have the  authority  to increase  the  distribution  fees payable
under  such  12b-1 Plan by a vote of the  Board,  including  a  majority  of the
independent  directors  thereof,  up to an annual  rate of 0.75% of the  average
daily NAV of such  shares  (consisting  of  distribution  and service  fees,  at
maximum annual rates not exceeding 0.50 and 0.25 of 1%, respectively).

         The Class Y shares do not have a Rule 12b-1 Plan.

         (c)  CONTINGENT  DEFERRED  SALES  CHARGES  ("CDSC").  Subject  to  some
exceptions,  Class A shares subject to the one-time sales distribution fee of up
to 1% under the Rule 12b-1 Plan for the Class A shares will be subject to a CDSC
equal to 1% of the lower of the cost or the NAV of such shares if the shares are
redeemed  for cash on or before  the end of the  twenty-fourth  month  after the
month in which the shares were purchased.

         Class B shares will be subject to a CDSC  ranging  from 5% to 1% of the
lower of the cost or the NAV of the shares,  if the shares are redeemed for cash
before the sixth anniversary of their purchase.  The CDSC for the Class B shares
may be waived for certain transactions. Class C shares will be subject to a CDSC
equal to 1% of the lower of the cost or the NAV of the  shares if the shares are
redeemed for cash before the first anniversary of their purchase.


<PAGE>



         Neither the Class Y,  Variable  Contract  Class nor the  Pension  Class
shares will be subject to a CDSC.

 3. CLASS-SPECIFIC  EXPENSES. The following expenses shall be allocated,  to the
extent such  expenses can  reasonably  be identified as relating to a particular
class and consistent with Revenue  Procedure 96-47, on a  class-specific  basis:
(a) fees under a 12b-1 Plan applicable to a specific class (net of any CDSC paid
with  respect  to shares of such class and  retained  by the Fund) and any other
costs  relating to  implementing  or  amending  such Plan,  including  obtaining
shareholder  approval of such Plan or any  amendment  thereto;  (b) transfer and
shareholder servicing agent fees and shareholder servicing costs identifiable as
being  attributable  to the  particular  provisions  of a  specific  class;  (c)
stationery,  printing,  postage and delivery  expenses  related to preparing and
distributing  materials  such as  shareholder  reports,  prospectuses  and proxy
statements to current  share holders of a specific  class;  (d)  Securities  and
Exchange  Commission  registration  fees incurred by a specific class; (e) Board
fees or expenses  identifiable as being  attributable  to a specific class;  (f)
fees for outside  accountants and related expenses relating solely to a specific
class;  (g) litigation  expenses and legal fees and expense relating solely to a
specific class; (h) expenses incurred in connection with  shareholders  meetings
as a result of issues relating solely to a specific class and (i) other expenses
relating  solely to a specific  class,  provided,  that  advisory fees and other
expenses related to the management of a Fund's assets (including  custodial fees
and tax-return  preparation  fees) shall be allocated to all shares of such Fund
on the basis of NAV,  regardless of whether they can be specifically  attributed
to a particular  class. All common expenses shall be allocated to shares of each
class at the same time they are  allocated  to the shares of all other  classes.
All such expenses  incurred by a class of shares will be charged directly to the
net assets of the particular class and thus will be borne on a pro rata basis by
the  outstanding  shares of such class.  For all Funds,  with the  exception  of
Series Fund - Growth & Income  Portfolio,  Blue Sky expenses  will be treated as
common expenses.  In the case of Series Fund - Growth & Income  Portfolio,  Blue
Sky expenses will be allocated  entirely to the Pension  Class,  as the Variable
Contract  Class  of  Series  Fund  Growth  &  Income  Portfolio  has no Blue Sky
expenses.

4. INCOME AND EXPENSE ALLOCATIONS. Income, realized and unrealized capital gains
and losses and  expenses  not  allocated  to a class as provided  above shall be
allocated to each class on the basis of the net assets of that class in relation
to the net assets of the Fund,  except that, in the case of each daily  dividend
Fund, income and expenses shall be allocated on the basis of relative net assets
(settled shares).

5. DIVIDENDS AND  DISTRIBUTIONS.  Dividends and Distributions  paid by a Fund on
each class of its shares,  to the extent paid,  will be  calculated  in the same
manner,  will be paid at the same time,  and will be in the same amount,  except
that the amount of the dividends  declared and paid by a particular class may be
different from that paid by another class because of expenses borne  exclusively
by that class.

6.  NET  ASSET  VALUES.  The NAV of each  share  of a class  of a Fund  shall be
determined in accordance  with the Articles of  Incorporation  or Declaration of
Trust of such Fund with  appropriate  adjustments to reflect the  allocations of
expenses,  income and realized and  unrealized  capital gains and losses of such
Fund between or among its classes as provided above.



<PAGE>



7. CONVERSION FEATURES. The Class B shares will automatically convert to Class A
shares 8 years after the date of  purchase.  Such  conversion  will occur at the
relative NAV per share of each Class without the imposition of any sales charge,
fee or other charge. When Class B shares convert,  any other Class B shares that
were  acquired  by  the  shareholder  by  the   reinvestment  of  dividends  and
distributions  will  also  convert  to Class A shares on a pro rata  basis.  The
conversion  of Class B shares to Class A shares  after 8 years is subject to the
continuing  availability  of a private  letter ruling from the Internal  Revenue
Service or an opinion of  counsel  to the effect  that the  conversion  does not
constitute a taxable event for the Class B shareholder  under Federal income tax
law. If such a revenue ruling or opinion is no longer  available,  the automatic
conversion  feature may be suspended,  in which event no further  conversions of
Class B shares would occur while such suspension remained in effect.

         Subject to  amendment  by the Board,  Class A shares and Class C shares
shall not be subject to any automatic conversion feature.

8. EXCHANGE PRIVILEGES.  Except as set forth in a Fund's prospectus as from time
to time in  effect,  shares of any class of such Fund may be  exchanged,  at the
holder's  option,  for shares of the same class of another  Fund,  or other Lord
Abbett-sponsored  fund or series  thereof,  without the  imposition of any sales
charge, fee or other charge.

         Each Plan is  qualified by and subject to the terms of the then current
prospectus for the applicable Fund;  provided,  however,  that none of the terms
set forth in any such prospectus shall be inconsistent  with the terms contained
herein. The prospectus for each Fund contains additional  information about that
Fund's classes and its multiple-class structure.

         Each Plan is being  adopted  for a Fund with the  approval  of, and all
material amendments thereto must be approved by, a majority of the Board of such
Fund,  including a majority of the Board who are not  interested  persons of the
Fund.



<PAGE>


                        The Lord Abbett - Sponsored Funds
                       ESTABLISHING MULTI-CLASS STRUCTURES

                                                  CLASSES
Lord Abbett Affiliated Fund, Inc.                 A, B, C, P, Y

Lord Abbett Bond-Debenture Fund, Inc.             A, B, C, P*, Y

Lord Abbett Developing Growth Fund, Inc.          A, B, C, P*

Lord Abbett Mid-Cap Value Fund, Inc.              A, B, C, P*

Lord Abbett Global Fund, Inc.
         Equity Series                            A, B, C, P*
         Income Series                            A, B, C, P*

Lord Abbett Investment Trust
         Balanced Series                          A, C
         Limited Duration U.S. Government
           Securities Series                      A, C
         U.S. Government Securities Series        A, B, C, P*

Lord Abbett Securities Trust
         Growth & Income Trust                    A, B, C, P*
         International Series                     A, B, C, P*, Y

Lord Abbett Tax-Free Income Fund, Inc.
         California Series                        A, C
         National Series                          A, B, C
         New York Series                          A, C

Lord Abbett Tax-Free Income Trust
         Florida Series                           A, C

Lord Abbett U.S. Government Securities
  Money Market Fund, Inc.                         A, B, C

Lord Abbett Research Fund, Inc.
   Large-Cap Series                               A, B, C, P*
   Small-Cap Series                               A, B, C, P*, Y

Lord Abbett Series Fund
         Growth & Income Portfolio                Variable Contract Class
         Growth & Income Portfolio                Pension Class

* Pursuant to authority  granted by the Board of  Directors  to the  appropriate
officers of the funds,  these  classes and their related plans (12b-1 and 18f-3)
will commence  operations  upon Blue Sky and SEC clearance in the  discretion of
such officers.








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