LORD ABBETT INVESTMENT TRUST
497, 1998-04-14
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LORD ABBETT
INVESTMENT TRUST
The General Motors Building
767 Fifth Avenue
New York, NY 10153-0203
800-426-1130

THE BALANCED  SERIES ("We" or the "Series") is a separate  series of Lord Abbett
Investment Trust (the "Fund").  The Fund currently consists of five series. Only
shares of the Balanced Series are being offered by this  Prospectus.  The Series
has three classes called Class A, B, and C shares,  which provide investors with
different  options in purchasing  shares of the Series.  See  "Purchases"  for a
description  of these  choices. 

We seek  current  income  and  capital  growth.
Although it has  invested  directly in  portfolio  securities  in the past,  the
Series  intends to begin  investing in a  diversified  portfolio  of  underlying
mutual  funds,  all of which are  members  of the Lord  Abbett  Family of Funds.
Currently,  the Series  invests  in two of these  underlying  mutual  funds (the
"Underlying  Funds").  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
April 1, 1998.

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       Fee Table               2
2       Financial Highlights    3
3       How We Invest           4
4       Purchases               7
5       Shareholder Services    15
6       Our Management          17
7       Dividends, Capital Gains
        Distributions and Taxes 17
8       Redemptions             18
9       Performance             19


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

1  FEE TABLE

A summary of expenses of the  Balanced  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.

BALANCED SERIES           Class A            Class B        Class C
                          Shares              Shares        Shares  

Shareholder Transaction 
Expenses(1)  (as  a
percentage of
offering price)
Maximum Sales Load(2) 
on Purchases
(See "Purchases")       4.75%           None                 None
Deferred Sales Load(2)
 (See "Purchases")      None     5% if shares are redeemed   1% if shares are
                                before 1st anniversary of    redeemed before 1st
                                 purchase, declining to 1%   anniversary of
                                before 6th anniversary and   purchase 
                                eliminated on and after
                                6th anniversary(3) 
                         
Annual Fund Operating
Expenses(4)                               
(as a percentage of
average net assets)                         
Management Fees 
(See "Our Management"
(5)                      0.00%           0.00%           0.00%
12b-1 Fees (See 
"Purchases")(1)(2)       0.25%           1.00%           1.00%
Other Expenses 
(See "Our Management")   .34%           0.34%           0.34%
Total Operating
Expenses(5)             0.59%           1.34%           1.34%



While each
class of shares of the  Balanced  Series is expected to operate  with the direct
total  operating  expenses  shown above ("each  Balanced  Series  class  expense
ratio"),  shareholders  in the Balanced Series bear indirectly the Class Y share
expenses  of  the  Underlying   Funds  in  which  the  Balanced  Series  invests
exclusively.  The  following  chart  provides the expense  ratio for each of the
Underlying Funds invested in by the Balanced  Series,  as well as the percentage
of the Balanced  Series' net assets  proposed to be  initially  invested in each
Underlying Fund: 

                                   Underlying Funds'  Percentage of Balanced
                                   Expense Ratios      Series' Net Assets       
Lord Abbett Affiliated Fund        .42%                50%
Lord Abbett Bon-Debenture Fund     .63%                50%
                                                       100%
 
Based on these figures, the average weighted Class Y share expense
ratio for the  Underlying  Funds in which  Balanced  Series invests is .53% (the
"underlying  expense  ratio").  This  figure  is  only an  approximation  of the
Balanced  Series'  underlying  expense  ratio,  since the assets of the Balanced
Series invested in each of the Underlying Funds change daily.

EXAMPLE: Using the
underlying  expense ratio combined with each Balanced  class expense ratio,  the
following  example  illustrates  the expenses that you would incur if you assume
Balanced  Series'  annual  return  is 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. 

Balanced  Series   1 year     3years    5 years        10 years 
Class A shares      $53       $65       $79            $118
Class B shares      $64       $72       $93            $141
Class C shares      $24       $42       $73            $162

Example:  You  would pay the expenses in the four right columns on the same
investment, assuming no redemption:

                    1 year    3 years   5 years        10 years

Class A shares      $53       $65        $79            $118  
Class B shares(3)   $14       $42       $73            $141
Class C shares      $14       $42       $73            $162 
(1)Although  the Balanced Series does not, with respect to the Class B and Class
C shares,  charge a  front-end  sales  charge,  investors  should be aware  that
long-term  shareholders  may pay,  under each Rule 12b-1 plan  applicable to the
Class B and  Class C shares of the  Balanced  Series  (both of which pay  annual
0.25% service and 0.75% distribution fees), more than the economic equivalent of
the maximum front-end sales charge as permitted by certain rules of the National
Association  of  Securities  Dealers,  Inc.  Likewise,  with  respect to Class A
shares,  investors should be aware that, over the long term, such maximum may be
exceeded due to the Rule 12b-1 plan  applicable to certain net asset value Class
A share  purchases which permits the Balanced Series to pay up to 0.50% in total
annual  fees,  half for service and the other half for  distribution.  The 12b-1
fees for the Class A shares are based on estimated  fees for the current  fiscal
year and will go into effect on the first day of the calendar quarter subsequent
to the Series' net assets  reaching $50 million.  

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

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

(4)The  annual
operating  expenses  shown  in the  summary  are  based on  historical  expenses
adjusted to include  reductions due to  subsidization of the Series' expenses by
the  Underlying  Funds  and/or  Lord,  Abbett & Co. 

(5)The  Balanced  Series is
obligated to pay Lord,  Abbett & Co. ("Lord  Abbett") a management fee of .75 of
1% for the allocation of the Series' assets among the Underlying Funds. However,
Lord Abbett  anticipates  waiving  this fee for the  current  fiscal year of the
Series.  Total  operating  expenses  would be 1.34%,  2.09%,  2.09%  absent such
management fee waiver for Class A, Class B and Class C shares, respectively.



2   FINANCIAL HIGHLIGHTS

The  following  table has been  audited by  Deloitte & Touche  llp,  independent
auditors, in connection with their annual audit of the Balanced Series Financial
Statements,  whose report may be obtained on request.  Call 800-821-5129 and ask
for the Balanced Series 1997 Annual Report.

BALANCED SERIES          CLASS A SHARES           

                      Year    One Month   Year      12/27/94(d)     
Per Share Operating   Ended   Ended       Ended     to                
Performance:        11/30/97  11/30/96    10/31/96  10/31/95        
Net asset value,
beginning of period  $11.81  $11.30        $10.71  $9.52   
Income from
investment operations
Net investment
income              .47(e)    .0312         .472     .365 
Net realized and
unrealized  gain
on securities        1.15     .5208      .732        1.185 
Total from
investment  
operations          1.62      .552       1.204       1.55 
Distributions
Dividends  from
net  investment  
income              (.46)     (.0420)   (.462)      (.36) 
Distributions from
net realized gain   (.17)      ----      (.152)      ---- 
Net asset value,
end of period       $12.80    $11.81    $11.30         $10.71 
Total Return(b)     14.22%   4.89%(c)   11.55%        16.32%(c) 
Ratios/Supplemental  Data:
Ratios to Average 
 Net Assets: 
Expenses, including
waiver             1.10%(f)    .07%(c)    .93%        .37%(c)  
Expenses,
excluding  waiver  1.53%       .11%(c)     1.59%       1.26%(c)  
Net
investment income   3.89%      0.26%(c)     4.18%       4.39%(c) 


CLASS C SHARES                Year Ended     One Month           7/15/96(a)
                              11/30/97       Ended 11/30/96      to 10/31/96
Per Share Operating                   
Performance:                
Net asset value,
beginning of period           $11.79         $11.29              $10.73     
Income from
investment operations
Net investment
income                        .35(e)         .0067               .0349     
Net realized and
unrealized  gain
on securities                 1.15           .5298               .6346       
Total from
investment  
operations                    1.50           .5365               .6695        
Distributions
Dividends  from
net  investment  
income                        (.34)          (.0365)             (.0730)        
Distributions from
net realized gain             (.17)          ----                (.0365) 
Net asset value,
end of period                 $12.78         $11.79              $11.29      
Total Return(b)               13.13%         4.76%               7.78%   
Ratios/Supplemental  Data:
Ratios to Average 
 Net Assets: 
Expenses, including
waiver                        2.08%(f)       .16%(c)             .62%(c)        
Expenses,
excluding  waiver             2.51%          .20%(c)             .77%(c)  
Net
investment income             2.88%          .17%(c)             .70%(c)  




                          Year    One Month       Year        12/27/94(d)
                         Ended    Ended           Ended        to
Supplemental Data      11/30/97   11/30/96       10/31/96    10/31/95
for All Classes:                              
Net assets, end 
of period (000)        $20,340      $11,406       $10,988        $5,713
Portfolio  turnover
rate                   216.07%     10.05%        187.18%       131.80% 
Average commissions
per
share paid on equity 
transactions           $.058     $.067           $.057        $.056 

(a)  Commencement of
offering of Class  shares.  
(b) Total  return does not  consider  the effects of
sales loads.
(c) Not annualized.
(d) Commencement of operations of the Series.
(e)  Calculated  using average  shares  outstanding  during the period.  (f) The
ratios for 1997 include expenses paid through an expenses offset arrangement.


3   HOW WE INVEST

The  Balanced  Series will invest all of its assets in  underlying  mutual funds
which are members of the Lord Abbett  Family of Funds.  Currently,  the Balanced
Series  invests in two  Underlying  Funds.  The  following  table  shows how the
Balanced Series' assets are initially divided among the two Underlying Funds:


Investment      Initial                 Underlying Funds
Category        Percentage of
                Balanced Series'
                Net Assets
Equity          50%                Lord Abbett Affiliated Fund
Fixed Income    50%                Lord Abbett Bond-
                                   Debenture Fund

As  investments  for the Balanced  Series  Portfolio,  the Fund's  Trustees have
chosen Lord Abbett  Affiliated Fund, Inc. and Lord Abbett  Bond-Debenture  Fund,
Inc.  The  selection  of the  Underlying  Funds in  which  the  Balanced  Series
Portfolio  will  invest,  as well as the  maximum  and  minimum  amounts  of the
Balanced  Series'  assets  which can be  invested  in each  Underlying  Fund are
determined from time to time by the Fund's  "management"  (i.e., the officers of
the Fund on a  day-to-day  basis  under the  overall  supervision  of the Fund's
Trustees based on the investment advice of Lord, Abbett & Co. -- "Lord Abbett").

From time to time the Balanced  Series'  investments in the Underlying Funds may
be limited by certain factors and,  therefore,  the Balanced Series' offering of
its shares to the public may be limited.  The Board of  Directors  of any of the
Underlying  Funds may impose  limits on additional  investments  in a particular
Underlying  Fund.  For  example,   if  there  were  restrictions  on  additional
investments  in Lord Abbett  Affiliated  Fund imposed by its Board of Directors,
such restrictions  could close the Balanced Series' investment in the Affiliated
Fund and,  therefore,  limit Balanced  Series' offering of shares to the public.

IMPLEMENTATION OF POLICIES. The Underlying Funds in which the Series may invest,
as well as certain other investment practices of the Series are described below.
Investors  desiring more  information  about an Underlying  Fund described below
should call (1-800-874-3733) for the Underlying Fund's prospectus.  

THE BALANCED
SERIES  INVESTS IN TWO  FUNDS.  The  Underlying  Funds  consist  of Lord  Abbett
Affiliated  Fund and Lord  Abbett  Bond-Debenture  Fund. 

AFFILIATED  FUND.  The
investment  objective  of Lord Abbett  Affiliated  Fund is  long-term  growth of
capital  and  income  without  excessive   fluctuations  in  market  value.  The
Affiliated Fund seeks to attain its objective by investing in securities selling
at  reasonable  prices in  relation  to value.  It  normally  invests  in large,
seasoned  companies in sound  financial  condition which are expected to perform
above-average  with respect to earnings and price  appreciation.  

BOND-DEBENTURE
FUND.  The  investment  objective  of Lord  Abbett  Bond-Debenture  Fund is high
current income and the  opportunity  for capital  appreciation to produce a high
total return through a professionally-managed  portfolio consisting primarily of
convertible and discount debt securities,  many of which are  lower-rated.  Such
lower-rated   debt   securities   entail  greater  risks  than   investments  in
higher-rated  debt  securities and are referred to colloquially as "junk bonds."

RISK REDUCTION.  The market risk is generally  greater in equity securities than
in  fixed-income   securities.   Therefore,  the  Balanced  Series  directly  or
indirectly at all times maintains at least 25% of its net assets in fixed-income
securities.  Moreover,  in an effort to reduce risk,  among other  things,  each
Underlying Fund is diversified  with respect to its  investments  under both the
Internal Revenue Code and the Investment Company Act of 1940. Finally,  Balanced
Series' assets are allocated  according to maximum and minimum amounts which can
be  invested in each  Underlying  Fund as  determined  from time to time by Fund
management.   Collectively,   these  two   Underlying   Funds  are  invested  in
approximately  200 to 300 or more  companies at any  particular  time across the
spectrum of investment  methods and  diversification  requirements  and Balanced
Series' own asset allocation  process between these two funds from time to time.

Regardless  of these  efforts to reduce risk,  investors in the Balanced  Series
should consider the following market risks. 

STOCK MARKET RISKS. As a mutual fund
investing its assets primarily in common stocks,  the Affiliated Fund is subject
to stock market risk -- i.e., the possibility  that stock prices in general will
decline  over  short or even  extended  periods.  The stock  market  tends to be
cyclical,  with periods when stock prices  generally rise and periods when stock
prices  generally  decline.  

FIXED-INCOME  SECURITIES.  Bond-Debenture  Fund 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 changes 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.  

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.

During the past fiscal year for the Bond-Debenture  Fund, the percentages of its
average net assets  invested in (a) rated bonds and (b) unrated  bonds judged by
us to be of a quality  comparable to rated bonds,  on a  dollar-weighted  basis,
calculated  monthly were as follows:  21.43%  AAA/Aaa,  2.90% AA/Aa,  4.45% A/A,
6.08%  BBB/Baa,  13.20% BB/Ba,  46.60% B/B,  3.30%  CCC/Caa,  0.10% D, and 1.93%
unrated.
FOREIGN  INVESTMENTS:  Securities  markets  of  foreign  countries  in which the
Underlying  Funds 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 Underlying Funds' 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  Underlying  Funds may be traded  on days that the  Underlying  Funds do not
value their  portfolio  securities,  such as Saturdays  and  customary  business
holidays and, accordingly,  the Underlying Funds' net asset values (and those of
the  Balanced  Series) may be  significantly  affected on days when the Balanced
Series,  as a shareholder,  does not have access to the Underlying  Funds.  

SOME
POLICIES COMMON TO THE UNDERLYING FUNDS.  Diversification.  Each Underlying Fund
intends to meet the  diversification  rules under  Subchapter  M of the Internal
Revenue Code. Each Underling Fund met the diversification rules under Subchapter
M for its last fiscal year. Generally, this requires, at the end of each quarter
of the taxable year, that (a) not more than 25% of each Underlying  Fund's total
assets  be  invested  in any one  issuer  and (b)  with  respect  to 50% of each
Underlying  Fund's total assets, no more than 5% of such Underlying Fund's total
assets be invested in any one issuer  except U.S.  Government  securities.  

Each
Underlying  Fund, as a "diversified"  investment  company,  under the Investment
Company  Act of 1940,  is  prohibited,  with  respect to 75% of the value of its
total assets,  from  investing more than 5% of its total assets in securities of
any one  issuer  other  than U.S.  Government  securities.  For  diversification
purposes,  the identification of an "issuer" for the fixed-income  portion of an
Underlying Fund's assets will be determined on the basis of the source of assets
and  revenues  committed  to meeting  interest  and  principal  payments  of the
securities.  When the assets and  revenues  of a  sovereign  (domestic)  state's
political  subdivision are separate from those of the sovereign (domestic) state
government  creating  the  subdivision,  and the  security is backed only by the
assets and revenues of the subdivision, then the subdivision would be considered
the sole issuer.  Similarly,  if a revenue bond is backed only by the assets and
revenues of a nongovernmental  user, then such user would be considered the sole
issuer.  

ILLIQUID SECURITIES.  Each Underlying Fund may invest up to 15% of its
net assets in illiquid securities.

SHORT-TERM  FIXED  INCOME  SECURITIES.  The  Balanced  Series  and  each  of the
Underlying  Funds are  authorized to invest  temporarily  in certain  short-term
fixed income securities.  Such securities may be used to invest uncommitted cash
balances,  to maintain liquidity to meet shareholder  redemptions,  or to take a
temporary defensive position against market declines.  These securities include:
obligations  of the U.S.  Government  and its  agencies  and  instrumentalities;
commercial paper, bank certificates of deposit,  and bankers'  acceptances;  and
repurchase agreements  collateralized by these securities. 

CHANGE OF INVESTMENT
OBJECTIVES AND POLICIES. Neither the Balanced Series nor an Underlying Fund will
change its investment  objective without shareholder  approval.  If the Balanced
Series or an Underlying  Fund determines that its objective can best be achieved
by a change in investment  policy or strategy,  it may make such change  without
shareholder approval by disclosing it in its prospectus.

PORTFOLIO  TURNOVER.  The portfolio turnover rates for the equity portion of the
Balanced  Series for the fiscal  years ended  November  30, 1997 and October 31,
1996 were 41.08% and 62.34%, respectively.  The portfolio turnover rates for the
debt  portion of the Series  for the same  periods  were  438.90%  and  363.31%,
respectively.


4   PURCHASES

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

CLASS A SHARES.  If you buy Class A shares,  you pay an initial  sales charge on
investments  of less than $1 million (or on investments  for  employer-sponsored
retirement  plans under the Internal  Revenue Code  (hereinafter  referred to as
Retirement  Plans) with less than 100 eligible  employees or on investments that
do not  qualify to be under a special  retirement  wrap  program  defined  under
"Class A Share Net Asset Value Purchases" below). If you purchase Class A shares
as part of an investment of at least $1 million (or for Retirement Plans with at
least 100 eligible  employees  or under a special  retirement  wrap  program) in
shares of one or more Lord  Abbett-sponsored  funds, you will not pay an initial
sales  charge,  but if you redeem any of those shares within 24 months after the
month in which you buy them,  you may pay to the  Balanced  Series a  contingent
deferred  sales  charge  (CDSC) of 1%  except  for  redemptions  under a special
retirement wrap program.  Class A shares are subject to service and distribution
fees that are currently  estimated to total annually  approximately .25 of 1% of
the annual  net asset  value of the Class A shares.  The  initial  sales  charge
rates,  the CDSC and the Rule  12b-1 plan  applicable  to the Class A shares are
described under General below.  

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

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

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

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

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

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

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

For most  investors  who invest $1 million or
more,  for  Retirement  Plans  with  at  least  100  eligible  employees  or for
investments pursuant to a special retirement wrap program, in most cases Class A
shares will be the most  advantageous  choice,  no matter how long you intend to
hold your shares.  

INVESTING  FOR THE LONGER TERM.  If you are investing for the
longer term (for example, to provide for future college expenses for your child)
and do not expect to need access to your money for seven years or more,  Class B
shares may be an appropriate  investment  option if you plan to invest less than
$100,000.  If you plan to invest more than $100,000 over the long term,  Class A
shares will likely be more  advantageous  than Class B shares or Class C shares,
as discussed  above,  because of the effect of the expected  lower  expenses for
Class A shares  and the  reduced  initial  sales  charges  available  for larger
investments  in Class A shares  under  the  Series  rights of  accumulation.  Of
course,  these  examples  are based on  approximations  of the effect of current
sales charges and expenses on a  hypothetical  investment  over time, and should
not be relied on as rigid guidelines. You should discuss your purchase order for
a  specific  class of  shares  with  your  investment  professional.  

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

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

GENERAL
HOW  MUCH  MUST YOU  INVEST?  You may buy our  shares  through  any  independent
securities  dealer having a sales  agreement with Lord Abbett  Distributor,  our
exclusive selling agent. Place your order with your investment dealer or send it
to the Balanced  Series of the Lord Abbett  Securities  Trust (P.O.  Box 419100,
Kansas City,  Missouri 64141).  The minimum initial  investment is $1,000 except
for  Invest-A-Matic  ($250 initial and $50  subsequent  minimum),  Div-Move ($50
minimum) and Individual Retirement Accounts ($250 minimum). For Retirement Plans
there  is  no  minimum  investment  required.   See  Shareholder  Services.  For
information  regarding the proper form of a purchase or redemption  order,  call
the  Series  at  800-821-5129.  This  offering  may  be  suspended,  changed  or
withdrawn. Lord Abbett Distributor reserves the right to reject any order.

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


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

Lord Abbett  Distributor may, for specified
periods,  allow  dealers  to retain  the full  sales  charge for sales of shares
during such periods,  or pay an additional  concession to a dealer who, during a
specified  period,  sells a minimum dollar amount of our shares and/or shares of
other  Lord   Abbett-sponsored   funds.  In  some  instances,   such  additional
concessions will be offered only to certain dealers expected to sell significant
amounts of shares.


Lord Abbett  Distributor  may, from time to time,  implement
promotions  under which Lord Abbett  Distributor  will pay a fee to dealers with
respect  to  certain  purchases  not  involving  imposition  of a sales  charge.
Additional payments may be paid from Lord Abbett Distributors' own resources and
will be made in the form of cash or, if permitted, noncash payments. The noncash
payments will include business seminars at resorts or other locations, including
meals and entertainment,  or the receipt of merchandise.  The cash payments will
include payment of various business expenses of the dealer. In selecting dealers
to execute  portfolio  transactions  for the Series,  if two or more dealers are
considered capable of obtaining best execution, we may prefer the dealer who has
sold our shares and/or shares of other Lord Abbett-sponsored funds.

BUYING CLASS
A  SHARES.  The  offering  price of Class A shares is based on the per share net
asset value next  computed  after your order is accepted  plus a sales charge as
follows.
                        Sales Charge as a       Dealer's
                        Percentage of:          Concession
                                                as a            To Compute
                                                Percentage      Offering
                      Offering  Net Amount      of Offering     Price, Divide
Size of Investment      Price   Invested        Price           NAV by
Less than $50,000       4.75%   4.99%             4.00%           .9525
$50,000 to $99,999      4.75%   4.99%             4.25%           .9525
$100,000 to $249,999    3.75%   3.90%             3.25%           .9625
$250,000 to $499,999    2.75%   2.83%             2.50%           .9725
$500,000 to $999,999    2.00%   2.04%             1.75%           .9800


The following category over $1 million applies only until the Series' Rule 12b-1
Plan becomes  effective,  at which time no sales charge will apply to sales over
$1 million or for  Retirement  Plans with at least 100  eligible  employees  and
authorized  institutions  will  receive  concessions  on such  net  asset  value
purchases mentioned below in the note designated with a "++".

$1,000,000              1.00%     1.01%           1.00%          .9900 
or more
++Authorized  institutions  receive  concessions  on
purchases  made by a  Retirement  Plan,  pursuant to a special  retirement  wrap
program or by another  qualified  purchaser within a 12-month period  (beginning
with the first net asset value  purchase)  as follows:  1.00% on purchases of $5
million,  0.55% of the next $5 million,  0.50% of the next $40 million and 0.25%
on purchases over $50 million. See "Class A Rule 12b-1 Plan" on page 12.

CLASS A SHARE VOLUME  DISCOUNTS.  This section describes several ways to qualify
for a lower  sales  charge  when  purchasing  Class A shares if you inform  Lord
Abbett  Distributor or the Series that you are eligible at the time of purchase.
(1) Any purchaser (as described below) may aggregate a Class A share purchase in
the Series with any share purchases of any other eligible Lord  Abbett-sponsored
fund, together with the current value at maximum offering price of any shares in
the  Series  and  in  any  eligible  Lord  Abbett-sponsored  funds  held  by the
purchaser.  (Holdings  in the  following  funds are not  eligible  for the above
rights of accumulation:  Lord Abbett Equity Fund (LAEF), Lord Abbett Series Fund
(LASF),  any series of Lord  Abbett  Research  Fund not  offered to the  general
public  (LARF) and Lord  Abbett U.S.  Government  Securities  Money  Market Fund
(GSMMF),  except for  holdings  in GSMMF  which are  attributable  to any shares
exchanged  from  a Lord  Abbett-sponsored  fund.)  (2) A  purchaser  may  sign a
nonbinding  13-month  statement of  intention  to invest  $50,000 or more in any
shares of the  Series or in any of the above  eligible  funds.  If the  intended
purchases  are  completed  during the period,  the total amount of your intended
purchases  of any shares will  determine  the reduced  sales charge rate for the
Class A shares purchased during the period. If not completed, each Class A share
purchase  will be at the sales  charge for the  aggregate  of the  actual  share
purchases. Shares issued upon reinvestment of dividends or distributions are not
included in the  statement  of  intention.  The term  purchaser  includes (i) an
individual,  (ii) an individual and his or her spouse and children under the age
of 21 and (iii) a trustee  or other  fiduciary  purchasing  shares  for a single
trust estate or single fiduciary account  (including a pension,  profit sharing,
or other  employee  benefit  trust  qualified  under Section 401 of the Internal
Revenue  Code  more  than  one  qualified  employee  benefit  trust  of a single
employer,  including its consolidated  subsidiaries,  may be considered a single
trust, as may qualified plans of multiple employers  registered in the name of a
single bank  trustee as one  account),  although  more than one  beneficiary  is
involved. 

CLASS A SHARE NET ASSET  VALUE  PURCHASES.  Our Class A shares may be
purchased  at net  asset  value  by our  directors,  employees  of Lord  Abbett,
employees of our  shareholder  servicing  agent and employees of any  securities
dealer having a sales  agreement  with Lord Abbett  Distributor  who consents to
such  purchases  or by the  trustee  or  custodian  under any  pension or profit
sharing  plan or  Payroll  Deduction  IRA  established  for the  benefit of such
persons or for the benefit of any  national  securities  trade  organization  to
which Lord Abbett or Lord  Abbett  Distributor  belongs or any  company  with an
account(s) in excess of $10 million managed by Lord Abbett on a private advisory
account basis. For purposes of this paragraph, the terms directors and employees
include a director's or employee's  spouse  (including the surviving spouse of a
deceased director or employee). The terms directors and employees of Lord Abbett
also include other family members and retired directors and employees. Our Class
A shares also may be purchased at net asset value (a) at $1 million or more, (b)
with   dividends   and   distributions   on  Class  A  shares   of  other   Lord
Abbett-sponsored  funds,  except for  dividends and  distributions  on shares of
LARF,  LAEF and LASF,  (c) under the loan  feature of the Lord  Abbett-sponsored
prototype 403(b) plan for Class A share purchases  representing the repayment of
principal and interest, (d) by certain authorized brokers,  dealers,  registered
investment  advisers or other  financial  institutions  who have entered into an
agreement  with Lord Abbett  Distributor  in accordance  with certain  standards
approved by Lord Abbett Distributor,  providing  specifically for the use of our
Class A shares in particular  investment  products  made  available for a fee to
clients of such  brokers,  dealers,  registered  investment  advisers  and other
financial  institutions  (mutual  fund  wrap fee  programs),  (e) by  employees,
partners  and owners of  unaffiliated  consultants  and advisers to Lord Abbett,
Lord  Abbett  Distributor  or Lord  Abbett-sponsored  funds who  consent to such
purchase  if  such  persons  provide  services  to  Lord  Abbett,   Lord  Abbett
Distributor or such funds on a continuing basis and are familiar with such fund,
(f)  through  Retirement  Plans with at least 100  eligible  employees,  and (g)
through a special retirement wrap program sponsored by an authorized institution
having one or more  characteristics  distinguishing  it, in the  opinion of Lord
Abbett Distributor,  from a mutual fund wrap fee program.  Such  characteristics
include,  among other things,  the fact that an authorized  institution does not
charge  its  clients  any  fee  of a  consulting  or  advisory  nature  that  is
economically  equivalent to the  distribution fee under a Class A 12b-1 plan and
the fact that the  program  relates to  participant-directed  Retirement  Plans.

CLASS A RULE 12B-1 PLAN. We have adopted a Class A share Rule 12b-1 plan (the "A
Plan") which authorizes the payment of fees to authorized  institutions  (except
as to certain  accounts for which  tracking  data is not  available) in order to
provide additional incentives for them (a) to provide continuing information and
investment  services to their Class A  shareholder  accounts  and  otherwise  to
encourage  those accounts to remain invested in the Series and (b) to sell Class
A shares of the  Series.  

Under the A Plan,  in order to save on the  expense of
shareholders  meetings and to provide flexibility to the Board of Trustees,  the
Board,  including  a majority  of the outside  trustees  who are not  interested
persons  of the Fund as  defined  in the  Investment  Company  Act of  1940,  is
authorized to approve  annual fee payments from our Class A assets of up to 0.50
of 1% of the average net of such assets  consisting of distribution  and service
fees,  each at a  maximum  annual  rate  not  exceeding  0.25  of 1%  (the  "Fee
Ceiling"). 

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

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

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

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

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

The amount of the CDSC will depend on
the number of years since you  invested and the dollar  amount  being  redeemed,
according to the following schedule.
                                   Contingent Deferred
Anniversary                        Sales Charge on
of the Day on                       Redemption
Which the Purchase                 (As % of Amount
Was Made                            Subject to Charge)
On             Before
                1st                 5%
1st             2nd                 4%
2nd             3rd                 3%
3rd             4th                 3%
4th             5th                 2%
5th             6th                 1%
On or after the                    None
6th Anniversary

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

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

WAIVER OF CLASS B SALES CHARGES. The Class B CDSC will not be
applied to shares  purchased in certain types of transactions  nor will it apply
to shares redeemed in certain circumstances as described below. 

The Class B CDSC
will be waived for  redemptions of shares (i) in connection  with the Systematic
Withdrawal  Plan and  Div-Move  services,  as  described  in more  detail  under
Shareholder  Services below, (ii) by Retirement Plans due to any benefit payment
such as Plan loans, hardship withdrawals,  death,  retirement or separation from
service  with respect to plan  participants  or the  distribution  of any excess
contributions,  (iii) in connection with the death of the  shareholder  (natural
person), and (iv) in connection with mandatory  distributions under 403(b) plans
and individual  retirement  accounts.  If Class B shares  represent a part of an
individual's total IRA or 403(b)  investment,  the CDSC waiver is available only
for that portion of a mandatory  distribution  which bears the same  relation to
the entire  mandatory  distribution as the B share investment bears to the total
investment. 

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

Lord Abbett  Distributor uses the service
fee to compensate  authorized  institutions  (except as to certain  accounts for
which  tracking  data is not  available)  for  providing  personal  services for
accounts that hold Class B shares.  Those services are similar to those provided
under the A Plan, described above.
Lord Abbett  Distributor  pays an up-front  payment to  authorized  institutions
totaling 4%, consisting of 0.25% for service and 3.75% for a sales commission as
described below.

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

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

The distribution fee
payments are at a fixed rate and the CDSC payments are of a nature that,  during
any year,  both forms of payment may not be sufficient to reimburse  Lord Abbett
Distributor for its actual  expenses.  The Series is not liable for any expenses
incurred  by  Lord  Abbett  Distributor  in  excess  of (i) the  amount  of such
distribution  fee  payments to be received by Lord Abbett  Distributor  and (ii)
unreimbursed  distribution  expenses  of Lord Abbett  Distributor  incurred in a
prior plan year,  subject to the right of the Board of Trustees or  shareholders
to  terminate  the B Plan.  Over the long term,  the  expenses  incurred by Lord
Abbett  Distributor are likely to be greater than such distribution fee and CDSC
payments.  Nevertheless, there exists a possibility that for a short-term period
Lord  Abbett   Distributor   may  not  have   sufficient   expenses  to  warrant
reimbursement by receipt of such distribution fee payments. Although Lord Abbett
Distributor  does not  intend to make a profit  under the B Plan,  the B Plan is
considered a compensation  plan (i.e.,  distribution fees are paid regardless of
expenses  incurred) in order to avoid the possibility of Lord Abbett Distributor
not being able to  receive  distribution  fees  because  of a  temporary  timing
difference between its incurring expenses and receipt of such distribution fees.

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

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

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

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

5 SHAREHOLDER SERVICES We offer the following shareholder services:

TELEPHONE  EXCHANGE  PRIVILEGE:  Shares of any class may be exchanged  without a
service   charge:   (a)  for  shares  of  the  same  class  of  any  other  Lord
Abbett-sponsored  fund  except  for (i)  LAEF,  LASF and  LARF and (ii)  certain
tax-free,  single state series where the exchanging shareholder is a resident of
a state in which such  series is not  offered for sale and (b) for shares of any
authorized  institution's  affiliated  money market fund  satisfying Lord Abbett
Distributor as to certain omnibus account and other criteria (together, Eligible
Funds).

You or YOUR REPRESENTATIVE WITH PROPER IDENTIFICATION can instruct the Series to
exchange  uncertificated  shares  of a class  (held by the  transfer  agent)  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 (800-821-5129)  prior
to the close of the NYSE to obtain  each  fund's net asset value per class 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 Series reserves
the right to  terminate  or limit the  privilege  of any  shareholder  who makes
frequent  exchanges.  The Series can revoke the privilege  for all  shareholders
upon  60  days,   prior  written  notice.   A  prospectus  for  the  other  Lord
Abbett-sponsored  fund  selected  by you should be  obtained  and read before an
exchange.  Exercise  of the  exchange  privilege  will be  treated as a sale for
federal income tax purposes and, depending on the circumstances,  a capital gain
or  loss  may be  recognized.  

SYSTEMATIC  WITHDRAWAL  PLAN  (SWP):  Except  for
Retirement  Plans for which there is no such  minimum,  if the maximum  offering
price  value of your  uncertificated  shares is at least  $10,000,  you may have
periodic cash withdrawals  automatically paid to you in either fixed or variable
amounts.  With respect to Class B shares, the CDSC will be waived on redemptions
of up to 12% per year of the current net asset value of your account at the time
your SWP is  established.  For Class B shares  (over 12% per year) and C shares,
redemption  proceeds due to a SWP will be derived from the following  sources in
the order listed:  (1) shares  acquired by reinvestment of dividends and capital
gains;  (2)  shares  held for six  years or more  (Class  B) or one year or more
(Class C); and (3) shares held the longest before the sixth anniversary of their
purchase (Class B) or before the first  anniversary of their purchase (Class C).
For  Class B share  redemptions  over 12% per year,  the CDSC will  apply to the
entire  redemption.  Therefore,  please  contact  the Series for  assistance  in
minimizing  the  CDSC in this  situation.  Shareholders  should  be  careful  in
establishing a SWP,  especially to the extent that such a withdrawal exceeds the
annual  total  return for a class,  in which case,  the  shareholders,  original
principal will be invaded and, over time, may be depleted.

DIV-MOVE:  You can  invest  the  dividends  paid on your  account  ($50  minimum
investment) into an existing account within the same class in any Eligible Fund.
The  account  must be either  your  account,  a joint  account  for you and your
spouse,  a single account for your spouse or a custodial  account for your minor
child under the age of 21. Such  dividends are not subject to a CDSC. You should
read the prospectus of any other fund before investing.


INVEST-A-MATIC:  You can make fixed,  periodic investments ($250 minimum initial
and $50 minimum subsequent  investment) into the Series and/or any Eligible Fund
by means of automatic  money  transfers  from your bank  checking  account.  You
should read the prospectus of the other fund before investing.


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

HOUSEHOLDING: Generally, shareholders with
the same  last  name and  address  will  receive  a single  copy of an annual or
semi-annual  report,  unless  additional  reports are specifically  requested in
writing to the Fund.

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

6   OUR MANAGEMENT

We employ Lord Abbett as investment  manager for the Balanced Series pursuant to
a Management  Agreement.  Lord Abbett has been an investment manager for over 67
years and  currently  manages  approximately  $25  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 investment  management services to twelve other Lord
Abbett-sponsored  funds having  various  investment  objectives and also advises
other investment clients.

The  Series  investment  decisions  are made by Robert G.  Morris,  Lord  Abbett
Partner and Executive  Vice  President of the Fund and Portfolio  Manager of the
Series.  Mr.  Morris  has  served as  Portfolio  Manager  since the start of the
Series.  Under the  Management  Agreement,  the Series is  obligated to pay Lord
Abbett a monthly fee,  based on average daily net assets,  at the annual rate of
 .75 of 1% for allocating the Balanced Series assets among the Underlying  Funds.
However,  because Lord Abbett  expects to waive this fee for the current  fiscal
year 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.  In addition,  we pay all expenses not  expressly  assumed by Lord
Abbett or the Underlying Funds.

The  Officers  and  Trustees of the Fund also serve in similar  positions in the
Underlying  Funds.  If the interests of the Fund and the  Underlying  Funds were
ever to become  divergent,  a concern  might  arise  that  this  could  create a
potential  conflict of interest  which could affect how the Officers or Trustees
fulfill their fiduciary duties to the Balanced Series and the Underlying  Funds.
The Trustees  believe  that the Fund policy  described as follows will avoid the
concerns which could arise.  

Conceivably,  a situation  could occur where proper
portfolio  or other  action  for the  Balanced  Series  could be  adverse to the
interests  of an  Underlying  Fund,  or  the  reverse  could  occur.  If  such a
possibility appears likely, the Trustees and Officers will carefully analyze the
situation  and take all steps they believe  reasonable  to minimize  and,  where
possible, eliminate the potential conflict.  Moreover,  limitations on aggregate
investments in the Underlying  Funds and other  restrictions  will be adopted by
the Balanced Series'  management to minimize this possibility from time to time,
and close and  continuous  monitoring  will be  exercised  to avoid,  insofar as
possible, these concerns.

 7 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 monthly.

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.  

For  tax-deferred  retirement  accounts
(such as Individual  Retirement  Accounts or other retirement plans sponsored by
Lord Abbett),  dividends and capital  gains  distributions  from the Series most
likely will be reinvested in additional shares.

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.

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.

If you  open an IRA or other  tax  deferred  retirement  account,  dividend  and
capital gains  distributions  from the Balanced  Series will generally be exempt
from current taxation. You are advised to consult with a tax professional on the
specific rules governing your own  tax-deferred  arrangement.  There are varying
restrictions   imposed  by  the  Internal   Revenue   Service  on   eligibility,
contributions and withdrawals, depending on the type of tax deferred account you
selected.  The rules governing tax deferred  retirement  plans are complex,  and
failure to comply with the IRS's rules and  regulations  governing your specific
type of plan may result in substantial  costs to you,  including the loss of tax
advantages and the  imposition of additional  taxes and penalties by the IRS. If
you open an account in the Balanced  Series  outside a  tax-deferred  retirement
account,  the  following  tax  rules  will  generally  apply.  For  the  regular
investment  accounts,  dividends  paid  by the  Balanced  Series  from  the  net
investment income and net short-term capital gains,  whether received in cash or
reinvested in additional  shares,  will be taxable to  shareholders  at ordinary
income rates. 

Any capital gains distribution may be taken in cash or reinvested.
Distributions  of  any  net  long-term  capital  gains  will  be  taxable  to  a
shareholder as long-term  capital gains,  regardless of how long the shareholder
has held the shares. 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%
for distributions derived from the sale of assets held by the Fund for more than
18 months.  (If the  taxpayer is in the 15% tax  bracket,  the rate is 10%.) For
distributions  derived  from the sale of assets  held by the Fund for between 12
and 18 months,  the tax rate  remains at 28% (15% if the  taxpayer is in the 15%
tax  bracket).  If you elect to receive  dividends  or capital  gains in cash, a
check will be mailed to you as soon as possible after the reinvestment  date. If
you arrange for direct deposit, your payment will be electronically  transmitted
to your bank account within one day after the payable date.  

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.

8  REDEMPTIONS  To obtain the proceeds of an expedited  redemption of $50,000 or
less, you or your  representative  with proper  identification can telephone the
Series. 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,  recording  all  telephone  redemptions  and
mailing the proceeds only to the named  shareholder at the address  appearing on
the account registration.

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

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

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

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

9   PERFORMANCE

Over the last six months of our past fiscal year, in particular, the bond market
continued to perform well,  resulting in our maintaining a 50%-50% ratio between
bond and equity  holdings in the  Balanced  Series.  The  continued  low rate of
inflation, along with the volatility of international financial markets, was the
catalyst for relatively  strong  returns on  fixed-income  securities  over this
period. On the equity side, we continued to overweight  financial holdings which
benefited from lower interest rates. Recently, shareholders approved a change to
the Series' investment policy to allow the Balanced Series to gradually shift to
a "fund of funds" structure, with equity assets allocated to the Affiliated Fund
and the fixed-income portion of the portfolio to the Bond-Debenture Fund.


YIELD AND TOTAL RETURN. Total return data may, from time to time, be included in
advertisements about the Series.


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
maximum public offering  price.  When total return is quoted for Class A shares,
it includes the payment of the maximum  initial sales charge.  When total return
is  shown  for  Class B and  Class C  shares,  it  reflects  the  effect  of the
applicable  CDSC. 

Total return also may be presented for other periods or based
on investments at reduced sales charge levels or net asset value.  Any quotation
of total return not reflecting the maximum sales charge  (front-end,  level,  or
back-end)  would be reduced if such sales charge were used.  Quotations of total
return for any period  when an expense  limitation  is in effect will be greater
than if the limitation  had not been in effect.  See "Past  Performance"  in the
Statement  of  Additional  Information  for a  more  detailed  description. 

The
performance of the Class A shares of this  multi-class  Balanced Series which is
shown in the comparison below will be greater than or less than that shown below
for Class C (and Class B not shown because this class just commenced operations)
based on the difference in sales charges and fees paid by shareholders investing
in the different classes.


This  Prospectus  does not constitute an offering in any  jurisdiction  in which
such offer is not  authorized  or in which the person  making  such offer is not
qualified to do so or to anyone to whom it is unlawful to make such offer.
No person is authorized to give any  information or to make any  representations
not contained in this Prospectus,  or in supplemental sales material  authorized
by the  Fund  and no  person  is  entitled  to  rely  upon  any  information  or
representation not contained herein or therein.


Comparison  of  change  in value of a  $10,000  investment  in Class A shares of
Balanced  Series and the unmanaged  Merrill Lynch Wilshire  Capital Market Index
follows.  
                    Class A shares   Classs A shares   Merrill Lynch
                    at NAV           at Maximum        Wilshire Capital Market
                                     Offering Price(1) Index(2)

1995                12,070         11,497              $12,617
1996                13,611         12,963              $14,726
1997                15,547         14,809              $17,655

Average Annual Total Return
for Class A Shares(3)
1 year              Life of Class
8.80%               (12/27/94 - 11/30/97)
                    14.34%

Average Annual Total Return
for Class C Shares(4)
                        Life of Class
1 Year              (7/15/96-11/30/97)
13.10%              19.47%




(1) Data  reflects the  deduction  of the maximum  sales charge of 4.75% for the
Balanced Series.

(2) Performance  numbers for the unmanaged Merrill Lynch Wilshire Capital Market
Index do not reflect  transaction  costs or management  fees. An investor cannot
invest directly in these indices.

(3) Total return is the percent change in value,  after deduction of the maximum
sales charge of 4.75%, applicable to Class A shares of the Balanced Series, with
all dividends and contributions  reinvested for the period shown ending November
30, 1997 using the SEC-required  uniform method to compute such return.  Source:
Bloomberg.

(4) The Class C shares were first  offered on 7/15/96.  Performance  numbers are
not annualized.




Investment Manager and Distributor
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-BAL-1-498
(4/98)


Lord Abbett
Investment
Trust



Prospectus 98
LORD ABBETT
INVESTMENT TRUST
The General Motors Building
767 Fifth Avenue
New York, NY 10153-0203

<PAGE>

This  Prospectus  sets forth  concisely  the  information  about the Lord Abbett
Investment Trust (the "Fund") that you should know before investing. Please read
this Prospectus  before investing and retain it for future  reference. 

The Fund
consists  of five  Series.  Only  shares  of two of these  Series  -  (sometimes
referred to collectively,  or individually, as "we") Lord Abbett U.S. Government
Securities Series ("U.S.  Government Securities Series") and Lord Abbett Limited
Duration  U.S.  Government   Securities  Series  ("Limited  Duration  Government
Series") are offered by this Prospectus.  The U.S. Government  Securities Series
has three classes of shares:  Class A, B and C. The Limited Duration  Government
Series has two classes of shares:  Cla ss A and C. The classes provide investors
with different  purchase  options.  See  "Purchases"  for a description of these
choices. 

U.S.  GOVERNMENT  SECURITIES SERIES.  The investment  objective of the
Series is high current income consistent with reasonable risk. For this purpose,
"reasonable  risk"  means that the  Series,  over time,  will have a  volatility
approximating  that of the Lehman Government Bond Index. See "How We Invest" for
more  information.  There can be no  assurance  that any Series will achieve its
objective.  

LIMITED DURATION GOVERNMENT SERIES. The investment  objective of the
Series is to seek a high level of income from a portfolio  consisting  primarily
of limited  duration  U.S.  Government  securities.  

The Statement of Additional
Information  dated April 1, 1998 has been filed with the Securities and Exchange
Commission and is incorporated by reference into this Prospectus. You may obtain
it, 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." 

Shaded
terms are  defined in the  Glossary  of Terms. 

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.

LORD ABBETT  INVESTMENT TRUST

Mutual Fund shares are not deposits or obligations
of, or  guaranteed  or  endorsed  by, any bank.  Shares  are not  insured by the
Federal Deposit Insurance  Corporation,  the Federal Reserve Board, or any other
agency. An investment in the Fund involves risks, including the possible loss of
principal.

PROSPECTUS
April 1, 1998

TABLE OF CONTENTS             PAGE
U.S. Government Series
        How We Invest              2
        Risk Factors               2
        Portfolio Management       2
        Investor Expenses          2
        Financial Highlights       3
Limited Duration Government Series
        How We Invest               4
        Risk Factors                4
        Portfolio Management        2
        Investor Expenses           4
        Financial Highlights        5
Purchases                           6
Opening Your Account                8
Shareholder Services                8
Redemptions                         9
Dividends and Capital Gains         10
Our Management                      10
Fund Performance                    11
Investment Policies, Risks and Limits   11
Sales Compensation                      14
Glossary of Terms                       14

Lord, Abbett & Co.
Investment Management
A Tradition of Performance Through Disciplined Investing
The General Motors Building
767 Fifth Avenue o New York o New York o10153
(800) 426-1130

U.S. GOVERNMENT SECURITIES SERIES
HOW WE INVEST
Normally we invest in U.S. Government securities which we expect to produce high
current income  consistent with reasonable  risk. For this purpose,  "reasonable
risk" means that the Series,  over time,  will have a  volatility  approximating
that of the Lehman Government Bond Index. Securities in which the Series invests
include  obligations issued by the U.S. Treasury and certain  obligations issued
or guaranteed by U.S.  Government agencies or  instrumentalities,  including the
Federal  Home Loan  Bank,  Federal  Home Loan  Mortgage  Corporation  ("FHLMC"),
Federal  National  Mortgage  Association  ("FNMA"),  Federal  Farm Credit  Bank,
Government  National  Mortgage  Association  ("GNMA"),  Student  Loan  Marketing
Association,  Tennessee Valley Authority,  Financing  Corporation and Resolution
Funding Corporation. Securities backed by the U.S. Treasury or a U.S. Government
agency  in which  the U.S.  Government  Securities  series  may  invest  provide
substantial  protection  against  credit  risk.  Some of  these  securities  are
guaranteed as to the timely payment of interest and principal. 

Growth of capital
is not an  objective  of the Series,  but capital  appreciation  may result from
efforts to secure high  current  income.  See  "Investment  Policies,  Risks and
Limits." 

RISK FACTORS The market price for U.S.  Government  securities  is not
guaranteed and will fluctuate,  and such  securities will not protect  investors
against price changes due to changing interest rates. The value of shares of the
Series will  change as the general  levels of  interest  rates  fluctuate.  When
interest rates decline, share value rises. When interest rates rise, share value
can be expected to decline.  The Series may employ other  investment  practices,
such as investment in illiquid and other securities, that could adversely affect
performance.  Before you invest,  please read  "Investment  Policies,  Risks and
Limits."  

PORTFOLIO  MANAGEMENT  Our  investment  decisions  are made by  Robert
Gerber.  Mr. Gerber is Executive  Vice  President  and Portfolio  Manager of the
Fund,  and has served in this  capacity  since the date of this  Prospectus.  He
joined  Lord Abbett in July 1997 as Director  of Taxable  Fixed  Income.  Before
joining Lord Abbett,  Mr. Gerber served as a senior Portfolio Manager of Sanford
C. Bernstein & Co., Inc. since 1992.

Investor  Expenses The  expenses  shown below are based on  historical  expenses
adjusted to reflect  current fees.  Future  expenses may be different than those
shown.

U.S. GOVERNMENT SECURITIES SERIES       Class A        Class B    Class C
Shareholder Transaction Expenses
Maximum Sales Charge on Purchases
(as a % of offering price)               4.75%         None       None
Deferred Sales Charge
(See "Purchases")                        None          5.00%     1.00%
Annual Fund Operating
Expenses (as a % of 
average net assets)
Management Fees                          0.50%          0.50%     0.50%
   (See "Our  Management") 
12b-1 Fees(1)                            0.28%          1.00%     1.00% 
Other Expenses                           0.14%          0.14%     0.14%
   (See "Our Management")
Total Operating Expenses                 0.92%          1.64%     1.64%

EXAMPLE
Assume an average  annual  return of 5% and no change in the level of  expenses.
  For a $1,000 investment with all dividends and distributions  reinvested,  you
  would have paid the following total expenses  assuming you sold your shares at
  the end of each time period  indicated.  
Share Class         1 year         3 years        5 years        10 years
Class A shares      $56             $75           $96              $155
Class B shares(2)   $67             $82           $109             $175
Class C shares      $27             $52           $89              $195

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

Class A shares        $56           $75           $96              $155
Class B shares(2)     $17           $52           $89              $175
Class C shares        $17           $52           $89              $195
This example is for comparison and is not a representation of the Series' actual
expenses and returns, either past or present.

(1)Because of the 12b-1 fee, long-term shareholders may indirectly pay more than
the  equivalent of the maximum  permitted  front-end  sales  charge.  

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

FINANCIAL  HIGHLIGHTS The following  table has been audited by Deloitte & Touche
LLP,  independent  auditors in connection  with their annual audit of the Fund's
Financial Statements, whose report may be obtained on request. Call 800-821-5129
and ask for the Fund's 1997 annual report.



U.S. GOVERNMENT SECURITIES SERIES

<TABLE>
<CAPTION>
                                                      
Per Class A Share Operating                  Year Ended November 30,
 
<S>                                     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C> 
Performance:                            1997    1996    1995    1994    1993    1992    1991    1990    1989    1988
 Net asset value, beginning of year      $2.63   $2.73   $2.59   $3.00   $2.94   $2.94   $2.83   $2.92   $2.91   $2.96
 Income from investment operations
 Net investment income                   .20(d)  .215    .235    .247    .239    .267    .282    .299    .309    .336
 Net realized and unrealized
 gain (loss) on investments             (.03)   (.105)  1.36    (.3685) .070    (.003)  .105    (.088)  .010    (.062)              
 Total from investment operations        .17     .11     .371    (.1215) .309    .264    .387    .211    .319    .274
 Dividends from net investment income    (.21)   (.210)  (.231)  (.246)  (.249)  (.264)  (.277)  (.301)  (.309)  (.324)
 Distributions from net realized gain    ------  ------- ------  (.0425) -----   -----   -----   -----   ------  ------
 Net asset value, end of year            $2.59   $2.63   $2.73   $2.59   $3.00   $2.94   $2.94   $2.83   $2.92   $2.91
 Total Return(a)                         6.67%   4.41%   14.89%  (4.24)% 10.70%  9.24%   14.35%  7.82%   11.65%  9.64%
 Ratios to Average Net Assets:     
 Expenses                               0.92%(e) 0.88%   0.90%   0.90%   0.89%   0.87%   0.94%   0.89%   0.88%   0.88%
 Net Investment Income                   7.82%   8.12%   8.85%   8.92%   7.94%   9.18%   9.63%   10.55%  10.66%  11.26%

</TABLE>
                                       

<TABLE>
<CAPTION>

                                                   CLASS B                                 CLASS C
 
 Per Class Share Operating             Year Ended         August 1, 1996(b) to       Year Ended              July 15, 1996(b) to
 Performance                        November 30, 1997     November 30, 1996          November 30, 1997       November 30, 1996
 <S>                                         <C>              <C>                     <C>                         <C>  
Net asset value, beginning of period        $2.63            $2.57                   $2.63                       $2.55
 Income from investment operations
 Net investment income                       .18(d)          .063                    .18(d)                        .066
 Net realized and unrealized
 gain (loss) on securities                    (.04)           .060                    (.03)                         .085       
 Total from investment operations              .14             .123                    .15                          .151
 Distributions
 Dividends from net investment income        (.19)           (.063)                  (.19)                          (.071)
 Net Asset Value, end of period               $2.58           $2.63                   $2.59                         $2.63
 Total Return(a)                              5.47%           5.45%(c)                5.86%                          6.49%(c)
 Ratios to Average Net Assets:
 Expenses                                     1.64%(e)        0.48%(c)               1.55%(e)                       .60%(c)        
 Net investment income                        6.77%           2.21%(c)               7.25%                          2.60%(c)

</TABLE>
                                                       
<TABLE>
<CAPTION>
 
                                                       YEAR ENDED NOVEMBER 30,
Supplemental Data For All Classes:      1997       1996          1995            1994          1993            1992        

<S>                     <C>         <C>          <C>             <C>             <C>           <C>            <C>       
Net assets, end of year (000)       $2,286,412   $2,907,291      $3,272,865      $3,232,012    3,909,868      $3,275,052


                                        1991          1990           1989        1988
                                   $2,293,345      $1,555,648    $1,241,218     $999,131


                                       1997            1996        1995         1994           1993           1992   
<S>                                <C>              <C>          <C>            <C>            <C>            <C>     
Portfolio turnover rate            712.82%          820.59%      544.31%        790.57%        586.18%        458.70% 

                                   

                                      1991           1990           1989           1988

                                   544.19%        578.18%        440.32%        332.36%
<FN>
(a)Total return does not consider the effects of front-end sales or contingent deferred sales charges.
(b)Commencement of offering Class shares.
(c)Not annualized.
(d)Calculated using average shares outstanding during the period.
(e)The ratios for 1997 include expenses paid through an expense offset arrangement.
          See Notes to Financial Statements.

</FN>
</TABLE>

LIMITED DURATION GOVERNMENT
SECURITIES SERIES
HOW WE INVEST

We  invest  primarily  in  short-  and  intermediate-duration   U.S.  Government
securities  that we expect to result in a high  level of income.  Securities  in
which the Series invests include direct  obligations of the U.S.  Treasury (such
as  Treasury  bills,  notes and bonds) and  certain  obligations  issued by U.S.
Government  agencies  and  instrumentalities,  including  the Federal  Home Loan
Banks,  FHLMC,  FNMA and GNMA, as well as  mortgage-backed  securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities,  including
"component  securities,"  which are  separated  into  their  component  parts of
principal and coupon payments. The Series is not a money market fund.
See "Investment Policies, Risks and Limits."

RISK FACTORS
The U.S. Government  securities in which the Series may invest are guaranteed as
to timely  payment of interest  and  principal,  but the market  prices for such
securities are not guaranteed, and will rise and fall in value as interest rates
change.  The Series does not seek to maintain a stable net asset value,  and may
not be able to return  dollar-for-dollar the money invested. The level of income
will vary  depending on interest  rates and the  portfolio.  When interest rates
rise,  the value of securities in the portfolio and the Series' share value will
fall. When interest rates decline,  the value of securities in the portfolio and
the  Series'  share  value will rise.  The  Series may employ  other  investment
practices,  such as  investment  in illiquid  and other  securities,  that could
adversely  affect  performance.  Before  you  invest,  please  read  "Investment
Policies, Risks and Limits."


INVESTOR  EXPENSES The  expenses  shown below are based on  historical  expenses
adjusted to reflect  current fees.  Future  expenses may be different than those
shown.


LIMITED  DURATION  GOVERNMENT  SERIES         Class A       Class C  
Shareholder  Transaction
Expenses 
Maximum Sales Charge on Purchases
(as a % of offering price)                   3.00%            None
Deferred  Sales  Charge(1) 
 (See  "Purchases")                          None           1.00%
Annual Fund Operating
Expenses (as a % of average net assets) 
(after management fee waiver and expense
reimbursements)
 Management Fees                              0.00%            0.00%
 (See "Our Management")(2)
12b-1 Fees                                    0.00%          1.00%
Other Expenses                                0.49%           0.49%
(See "Our Management")
Total Operating Expenses                      0.49%          1.49%
(1)Because of the 12b-1 fee, long-term shareholders may indirectly pay more than
the equivalent of the maximum permitted front-end sales charge.
(2)Although  not  obligated to, Lord,  Abbett & Co. ("Lord  Abbett") may waive a
portion of its  management  fee and assume  other  expenses  with respect to the
Series. Subsequently, Lord Abbett may charge management fees and subsidize other
expenses  on a partial or complete  basis.  The  management  fee would be 0.50%,
other expenses would be .90% and total operating expenses would be 1.40% for the
Class A shares  and  2.40% for the Class C  shares,  respectively,  absent  such
waiver and reimbursements.


Example  Assume  Limited  Duration  Government  Series' annual return is 5% and
there is no  change  in the  level of  expenses  described  above.  For a $1,000
investment with all dividends and distributions reinvested,  you would have paid
the following  total  expenses  assuming you sold your shares at the end of each
time period indicated.

Share Class    1year     3years    5years         10years
Class A        $35       $45       $57             $90
Class C      $26       $47       $81             $178

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

Class A shares  $35     $45     $57     $90
Class C shares  $15     $47     $81     $178
This example is for comparison and is not a representation  of the Fund's actual
expenses and returns, either past or present.

FINANCIAL  HIGHLIGHTS The following  table has been audited by Deloitte & Touche
LLP,  independent  auditors in connection  with their annual audit of the Fund's
Financial Statements, whose report may be obtained on request. Call 800-821-5129
and ask for the Fund's 1997 annual report.

LIMITED DURATION GOVERNMENT SERIES

<TABLE>
<CAPTION>
  
Per Class A Share Operating           Year Ended         One Month Ended        Year Ended     Oct. 31,           Nov. 4, 1993(d) to
Performance                         Nov. 30, 1997           Nov. 30, 1996            1996      1995              Oct. 31, 1994

<S>                                       <C>              <C>                        <C>        <C>                <C>  
Net asset value, beginning of period      $4.42            $4.39                      $4.53      $4.44              $4.85
Income from investment operations
Net investment income                    .25(e)            .0174                     .1912     .2316                .2650
Net realized and unrealized
gain (loss) on securities                 (.02)           .0333                      (.0751)   .1017                (.4123)
Total from investment operations           .23            .0507                       .1161    .3333                (.1473)
Distributions
Dividends from net investment income     (.25)           (.0207)                      (.2561)  (.2433)              (.2627)
Net-Asset Value, end of period           $4.40           $4.42                        $4.39    $4.53                $4.44
value, end of  asset value, end of period                           
 Total Return(b)                         5.46%           1.15(c)                      2.67%     8.16%               (3.09)%(c)
Ratios to Average Net Assets:      
Expenses , including waiver             .51%(f)         0.11%(c)                      1.81%     1.40%              0.89%(c)
Expenses, excluding waiver              1.40%           0.13%(c)                      2.73%    1.71%                0.89%(c)
Net investment income                   5.81%           0.41%(c)                      4.58%    5.62%               5.61%(c)

</TABLE>

<TABLE>
<CAPTION>

LIMITED DURATION GOVERNMENT SERIES
Per Class C  Share Operating          Year Ended              One Month Ended             July 15, 1996(a) to
Performance                           Nov. 30, 1997           Nov. 30, 1996                Oct. 31, 1996

<S>                                           <C>             <C>                         <C>  
Net asset value, beginning of period          $4.42           $4.39                       $4.34
Income from investment operations
Net investment income                        .21(e)          .0138                         .0667
Net realized and unrealized
gain (loss) on securities                     (.02)           .0342                       .0515
Total from investment operations                .19           .0480                       .1182
Distributions
Dividends from net investment income          (.21)           (.0180)                    (.0682)
Net Asset Value, end of period               $4.40           $4.42                         $4.39
Total Return(b)                              4.45%           1.09%(c)                     2.98%(c)
Ratios to Average Net Assets:
Expenses, including waiver                 1.44%(f)            0.19%(c)                     0.69%(c)
Expenses, excluding waiver
 and reimbursement                            2.32%           0.21%(c)                        0.77%(c)
Net investment income                        4.84%           0.33%(c)                        1.26%(c)

</TABLE>

<TABLE>
<CAPTION>
       
                                         Year Ended      One Month Ended          Year Ended Oct. 31,             Nov. 4, 1993(d)to
Supplemental Data For All Classes:      Nov. 30, 1997   Nov. 30, 1996                 1996    1995                Oct. 31, 1994

<S>                     <C>             <C>             <C>                          <C>     <C>                   <C>    
Net assets, end of year (000)           $10,276         $12,696                      $12,735 $8,922                $10,256
Portfolio turnover rate                 343.53%        175.98%                       340.62% 222.00%                895.63%

<FN>

(a)Commencement of offering Class Shares.
(b)Total return does not consider the effects of front-end sales or contingent 
deferred sales charges.
(c)Not annualized.
(d)Commencement of operations of Series.
(e)Calculated using average shares outstanding during the period.
(f)The ratios for 1997 include expenses paid through an expense offset 
arrangement.
          See Notes to Financial Statements.
</FN>
</TABLE>


PURCHASES
This Prospectus offers three classes of shares,  Class A, B and C. Only the U.S.
Government  Securities  Series  offers Class B shares.  These  classes of shares
represent  investments  in the same  portfolio of securities  but are subject to
different expenses.  Our shares are continuously  offered based on the per share
net asset  value  ("NAV")  next  computed  after we accept your  purchase  order
submitted in proper form, plus a front-end  sales charge as described  below, in
the case of the Class A shares and without a front-end sales charge, in the case
of the Class B and C shares  as  described  below.  Investors  should  read this
section  carefully  to  determine  which  class of  shares  represents  the best
investment option for their particular situation.

Class A
o       Normally offered with a front-end sales charge.
o       Lower annual expenses than Class B and Class C shares.

Class B
o       No front-end sales charge.
o       Higher annual expenses than Class A shares.
o       A contingent deferred sales charge is applied to shares sold 
        prior to the sixth anniversary of purchase.
o       Automatically convert to Class A shares after eight years.

Class C
o       No front-end sales charge.
o       Higher annual expenses than Class A shares.
o       A  contingent  deferred  sales  charge is applied to shares  
        sold prior to the first anniversary of purchase.

It may not be suitable  for you to place a purchase  order for Class B shares of
$500,000 or more or a purchase  order for Class C shares of  $1,000,000 or more.
You should discuss pricing options with your investment  professional.  
For more
information, see "Alternative Sales Arrangements" in the Statement of Additional
Information.

Class A Shares. Front-end sales charges are as
follows:       

U.S. GOVERNMENT SECURITIES SERIES
                    As a % of       As a % of      To Compute Offering Price
             Offering Price  Your                 Divide
Your Investment Price                    Investment           NAV by
Less than $50,000       4.75%           4.99%                 .9525
$50,000 to $99,999      4.75%           4.99%                 .9525
$100,000 to $249,999    3.75%           3.90%                 .9625
$250,000 to $499,999    2.75%           2.83%                 .9725
$500,000 to $999,999    2.00%           2.04%                 .9800
$1,000,000  over                No Sales Charge               .9900
 
LIMITED DURATION GOVERNMENT SERIES
                                                      To Compute Offering Price 
         Offering        Your                           Divide
Your Investment Price   Investment                     NAV by
Less than $100,000      3.00%           3.09%                  .9700
$100,000 to $249,999    2.50%           2.56%                  .9750
$250,000 to $499,999    2.00%           2.04%                  .9800
$500,000 to $999,999    1.50%           1.52%                  .9850
$1,000,000 to $2,999,999 1.00%          1.01%                  .9900
$3,000,000 to $9,999,999  .50%           .50%                  .9950
$10,000,000 or more     .25%    .        .25%                  .9975


Reducing Your Class A Front-End  Sales  Charges.  There are several ways you can
qualify for a lower sales  charge when  purchasing  Class A shares if you inform
the Fund that you are eligible at the time of purchase. 

o Rights of Accumulation
- -- a Purchaser can add the share value of any Eligible Fund already owned to the
amount of the next  purchase of Class A shares for purposes of  calculating  the
sales  charge.  

o Statement  of Intention  -- a Purchaser  can purchase  Class A
shares of any  Eligible  Fund over a 13-month  period and receive the same sales
charge as if all shares had been  purchased at once.  Shares  purchased  through
reinvestment of distributions are not included.

For more  information on eligibility for these  privileges,  read the applicable
sections in the attached application.
Class   A Share Purchases  Without A Front-End Sales Charge.  Class A shares may
        be  purchased  without a  front-end  sales  charge  under the  following
        circumstances. 
1  Purchases  of $1 million or more.* 
2  Purchases  by Retirement  Plans with at least 100  eligible  employees.* 
3  Purchases under a  Special  Retirement  Wrap  Program.*  
4  Purchases  made  with dividends and distributions on Class A shares of
                another Eligible Fund.
5  Purchases  representing  repayment under the loan feature of the
                Lord Abbett-sponsored prototype 403(b) plan for Class A shares.
6       Employees of any  consenting  securities  dealer  having a sales
                agree ment with Lord Abbett Distributor.
7       Purchases under a Mutual Fund Wrap-Fee Program.
8       Lord Abbett Consultants/Advisers.
9       Employees of our shareholder servicing agent.
10      Employees of any national securities trade organization to which
                Lord Abbett belongs.
11      Employees of Lord Abbett and our  Directors/Trustees  (active or
                retired), their spouses,  including surviving spouses, and other
                family members.
12      Trustees or custodians of any pension or profit sharing plan, or
                payroll  deduction IRA for the persons mentioned in 6, 9, 10 and
                11 above.
*  May be subject to a CDSC.

CONTINGENT  DEFERRED SALES CHARGES ("CDSC").  The CDSC,  regardless of class, is
not charged on shares  acquired  through  reinvestment  of  dividends or capital
gains  distributions and is charged on the original purchase cost or the current
market value of the shares being sold,  whichever is lower.  

CLASS A SHARE CDSC.
If you buy Class A shares under one of the starred (P. ) categories listed above
subject to a dealer's  concession  of up to 1% and you redeem any of the Class A
shares  within 24 months after the month in which you initially  purchased  such
shares, the Fund normally will collect a CDSC of 1%.

The  Class  A  share  CDSC   generally   will  be  waived  under  the  following
circumstances.
o Benefit payments such as Retirement Plan loans, hardship  withdrawals,  death,
disability, retirement, separation from service or any excess distribution under
Retirement Plans  (documentation may be required).  
o Redemptions  continuing as
investments in another fund  participating in a Special Retirement Wrap Program.

CLASS B SHARE CDSC. The CDSC for Class B shares  normally  applies if you redeem
your shares before the sixth  anniversary  of their initial  purchase.  The CDSC
varies  depending  on how long you own your shares  according  to the  following
schedule.
                                   Contingent Deferred
Anniversary(1)                     Sales Charge on
of the Day on                      Redemptions
Which the Purchase                 (As % of Amount
Order Was Accepted                  Subject to Charge)

On      Before
        1st                        5.0%
1st     2nd                        4.0%
2nd     3rd                        3.0%
3rd     4th                        3.0%
4th     5th                        2.0%
5th     6th                        1.0%
on or after the                    None
6th anniversary(2)
(1)Anniversary is the 365th day subsequent to a purchase or a prior anniversary.
(2)Class  B shares  will  automatically  convert to Class A shares on the eighth
anniversary of the purchase of Class B shares.



The  Class  B  share  CDSC   generally   will  be  waived  under  the  following
circumstances:
o Benefit payments such as Retirement Plan loans, hardship  withdrawals,  death,
disability, retirement, separation from service or any excess distribution under
Retirement  Plans. 
o Eligible  Mandatory  Distributions  under 403(b) plans and
individual retirement accounts.
o Death of the shareholder (natural person).
o On redemptions of shares in connection with Div-Move and Systematic Withdrawal
Plans  (up  to  12%  per  year).  

See  "Systematic  Withdrawal  Plan"  for  more
information on CDSCs with respect to Class B shares.

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

Application  of  CDSC to a  Redemption.  To  determine  if a CDSC  applies  to a
redemption, the Fund redeems shares in the following order.

1 Shares  acquired by reinvestment of dividends and capital gains. 

2 Shares held
for six years or more  (Class B) or one year or more  (Class C).

3 A Shares held
the longest before the sixth  anniversary of their purchase  (Class B) or before
the first anniversary of their purchase (Class C).


OPENING YOUR ACCOUNT
Minimum Initial Investment Per Series
U.S. Government Series
o       Regular account $500
Limited Duration Series
o       Regular account $1000
o       Individual Retirement Accounts,
        403(b) and employer-sponsored
        retirement plans under the
        Internal Revenue Code   $250
o       Invest-A-Matic and Div-Move     $250 initial
                $50 subsequent minimum

For  Retirement  Plans  and  Mutual  Fund  Wrap  Programs,  there is no  minimum
investment required, regardless of share class.
        You may purchase  shares through any independent  securities  dealer who
has a sales  agreement  with  Lord  Abbett  Distributor  or you can fill out the
attached  application  and send it to the Fund at the address stated below.  You
should read this Prospectus  carefully  before placing your order to assure your
order is in proper form. 

LORD ABBETT  INVESTMENT  TRUST P.O. Box 419100  Kansas
City, MO 64141 

PROPER FORM. To be in proper form an order submitted  directly to
the Fund must  contain  (1) a  completed  Application  Form or  information  and
documentation  required  supplementally  by the Fund,  and (2)  payment  must be
credited in U.S. dollars to our custodian  bank's account.  For more information
regarding  proper  form of a  purchase  order,  call the  Fund at  800-821-5129.


IMPORTANT INFORMATION.  If you fail to provide a correct taxpayer identification
number or to make certain required  certifications,  you may be subject to a $50
penalty  under the  Internal  Revenue  Code and we may be required to withhold a
portion (31%) of any redemption  proceeds and of any dividend or distribution on
your account.  

BY EXCHANGE.  Telephone the Fund at  1-800-821-5129 to request an
exchange from any eligible Lord Abbett-sponsored fund.
        
We reserve the right to withdraw  all or any part of the  offering  made by this
Prospectus or to reject any purchase  order. We also reserve the right to waive,
increase or establish minimum investment  requirements.  All purchase orders are
subject to our  acceptance  and are not binding  until  confirmed or accepted in
writing.  

SHAREHOLDER  SERVICES  TELEPHONE  EXCHANGES.  You or  your  investment
professional, with proper identification,  can instruct the Fund by telephone to
exchange  shares  of  any  class  for  the  same  class  of any  Eligible  Fund.
Instructions   must  be   received  by  the  Fund  in  Kansas  City  by  calling
1-800-821-5129  prior to the close of the New York Stock  Exchange  ("NYSE")  to
obtain an  Eligible  Fund's NAV per class share on that day.  Exchanges  will be
treated as a sale for  federal  tax  purposes. 

For your  protection,  telephone
requests  for  exchanges  are  recorded.  We will take  measures  to verify  the
identity of the caller,  such as asking for your name,  account  number,  social
security or taxpayer  identification number and other relevant information.  The
Fund will not be liable for  following  instructions  communicated  by telephone
that it reasonably believes to be genuine.  

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 limit or terminate this privilege for
any shareholder  making frequent  exchanges and may revoke the privilege for all
shareholders upon 60 days' prior written notice.  You have this privilege unless
you refuse it in  writing.  You  should  read the  prospectus  of the other Lord
Abbett-sponsored fund(s) selected before making an exchange. 

INVEST-A-MATIC. You
can make fixed,  periodic  investments ($250 initial and $50 subsequent minimum)
into the Fund by means of  automatic  money  transfers  from your bank  checking
account. See the attached Application Form for instructions.  

DIV-MOVE.  You can
invest the dividends  paid on your account ($50  minimum) into another  account,
within the same class,  in any  Eligible  Fund.  The account must be either your
account,  a joint spousal account,  or a custodial account for your minor child.

SYSTEMATIC  WITHDRAWAL PLAN ("SWP"). You can make periodic cash withdrawals from
your account which are  automatically  paid to you in fixed or variable amounts.
To  participate,  the value of your shares must be at least $10,000,  except for
retirement plans for which there is no minimum.  With respect to Class B shares,
the CDSC will be waived on  redemptions  of up to 12% of the  current  net asset
value  of your  account  at the  time of your  SWP  request.  For  Class B share
redemptions  over 12% per year,  the CDSC will apply to the  entire  redemption.
Please contact the Fund for assistance in minimizing the CDSC in this situation.
Redemption  proceeds  due to a SWP for  Class B (up to 12% per year) and Class C
shares, will be redeemed in the order described under "Redemptions".

LORD ABBETT
RETIREMENT  PLANS.  The Lord Abbett  Family of Funds offers a range of qualified
retirement  plans,  including IRAs,  SIMPLE IRAs,  Simplified  Employee  Pension
Plans, 403(b) and pension and profit-sharing  plans,  including 401(k) plans. To
find out more  about  these  plans,  call  the Fund at  1-800-842-0828. 

ACCOUNT
CHANGES.  For any  changes  you  need to make  to  your  account,  consult  your
financial  representative  or call  the  Fund at  1-800-821-5129.  

HOUSEHOLDING.
Generally,  shareholders  with the same last  name and  address  will  receive a
single copy of an annual or semi-annual  report,  unless additional  reports are
specifically requested in writing to the Fund.  

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

PRICING  SHARES.  The net asset value  ("NAV") per share for each
class of shares is calculated  each business day at the close of regular trading
on the New York Stock Exchange  ("NYSE") by dividing a class's net assets by the
number of shares  outstanding.  The Fund is open on those business days when the
NYSE is open.  Purchases  and  redemptions  are  executed  at the next NAV to be
calculated  after your request is  accepted.  

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

BY  TELEPHONE.  To obtain the proceeds of an expedited  redemption of $50,000 or
less, you or your  representative can call the Fund at 1-800-821-5129.  The Fund
will employ the procedures  described in telephone exchanges to confirm that the
instructions  received  are genuine.  The Fund will not be liable for  following
instructions  communicated  by  telephone  that  it  reasonably  believes  to be
genuine.  

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

Include
all necessary  signatures.  If the signer has any Legal Capacity,  the signature
and capacity must be guaranteed  by an Eligible  Guarantor.  Certain other legal
documentation   may  be  required.   For  more   information   regarding  proper
documentation call 1-800-821-5129. We will verify that the shares being redeemed
were purchased at least 15 days earlier. Your account balance must be sufficient
to  cover  the  amount  being  redeemed  or your  redemption  order  will not be
processed. 
Normally a check will be mailed to the name(s) and addresses in which
the account is registered, or otherwise according to your instruction within one
business day after  receipt of your  redemption  request.  The Fund reserves the
right to make payment within three business days. To determine if a CDSC applies
to a redemption,  see "Contingent  Deferred Sales Charges" above. 

DIVIDENDS AND
CAPITAL GAINS DIVIDENDS. Each Series distributes most or all of its net earnings
in the form of dividends  which are  declared  daily and paid  monthly. 

CAPITAL
GAINS  DISTRIBUTIONS.  Any capital gains  distribution is expected to be made in
December and may be taken in cash or  reinvested.  Distributions  by a Series of
any net long-term  capital  gains will be taxable to a shareholder  as long-term
capital gains regardless of how long the shareholder has held the shares.  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% for  distributions
derived  from the sale of assets  held by the Fund for more than 18 months.  (If
the  taxpayer  is in the 15% tax  bracket,  the rate is 10%.) For  distributions
derived from the sale of assets held by the Fund  between 12 and 18 months,  the
tax  rate  remains  at 28%  (15% if the  taxpayer  is in the  15% tax  bracket).

DIVIDENDS/CAPITAL  GAINS  RECEIPT  OR  REINVESTMENT.  If you  elect  to  receive
dividends  or  capital  gains in cash,  a check will be mailed to you as soon as
possible after the  reinvestment  date. If you arrange for direct deposit,  your
payment will be  electronically  transmitted to your bank account within one day
after the payable date.  Most  investors  reinvest  their  dividends and capital
gains.  If you choose this option,  or if you do not  indicate any choice,  your
dividends and capital gains  distributions  will be automatically  reinvested in
additional shares. 

TAXES. The Fund pays no federal income tax on the earnings it
distributes to shareholders.  Consequently, dividends you receive from a Series,
whether reinvested or taken in cash, are generally considered taxable. Dividends
declared in December of any year will be treated for federal income tax purposes
as having  been  received by  shareholders  in that year if they are paid before
February 1 of the  following  year.  Each  January the Fund will mail to you, if
applicable,  a Form 1099 tax information  statement detailing your dividends and
capital  gain  distributions.  You should  consult  your tax adviser  concerning
applicable  state  and  local  taxes.   For  more  information   about  the  tax
consequences from dividends and  distributions,  see the Statement of Additional
Information.  

OUR MANAGEMENT  The Fund is supervised by a Board of Trustees,  an
independent body which has ultimate  responsibility  for the Fund's  activities.
The  Board  has  retained  Lord  Abbett  as  investment  manager  pursuant  to a
Management  Agreement.  Lord Abbett has been an  investment  manager for over 68
years and  currently  manages  about $25 billion in a family of mutual funds and
other advisory  accounts.  Lord Abbett provides similar services to twelve other
funds having various  investment  objectives  and also advises other  investment
clients.  For more  information  about the services Lord Abbett  provides to the
Fund, see the Statement of Additional Information.  Each Series pays Lord Abbett
a monthly fee based on average  daily net assets for each month.  For the fiscal
year ended  November 30, 1997, the fee paid to Lord Abbett was at an annual rate
of .50 of 1% for the U.S.  Government  Securities  Series  and .02 of 1% for the
Limited Duration  Government Series. In addition,  each Series pays all expenses
not  expressly  assumed  by Lord  Abbett.  

THE FUND.  The Fund is a  diversified
open-end management investment company established in 1993. Its Class A, B and C
shares have equal rights as to voting, dividends,  assets and liquidation except
for differences resulting from certain class-specific expenses. 

FUND PERFORMANCE
During the past fiscal year,  the bond market  continued to perform  well,  with
both Series  benefitting  from heavy weightings in  mortgage-backed  securities,
such as GNMAs and FNMAs.  Over the year, the U.S.  Government  Securities Series
increased its holdings of mortgage-backed  securities from approximately half to
two-thirds of its portfolio and the Limited Duration U.S. Government  Securities
Series  increased  these  holdings to nearly a third of its  portfolio.  We will
continue to emphasize mortgage-related securities and maintain a diversification
of maturities and mortgage  types. 
See the  performance  chart on the second to
last  page of this  Prospectus. 

INVESTMENT  POLICIES,  RISKS  AND  LIMITS  U.S.
GOVERNMENT  SECURITIES SERIES U.S. Government securities in which the Series may
invest  include:  (1)  obligations  issued by the U.S.  Treasury with  different
interest rates, maturities and issuance dates, 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 either:  (a) the full faith and  credit of the  United  States  (such as GNMA
certificates),  (b) the right of the issuer to borrow from the U.S.  Treasury or
(c) the credit of the  instrumentality.  Obligations issued by the U.S. Treasury
and  by  U.S.  Government  agencies  and  instrumentalities   include  component
securities. 

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
represent  an  interest  in a home  mortgage  pool)  and  other  mortgage-backed
securities are subject to prepayment of principal as mortgages are prepaid.  The
Series must reinvest these prepayments at prevailing  rates,  which may be lower
than the yield of the GNMA certificate or other mortgage-backed  security. 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 when interest rates fall and, accordingly,  often
result in a reduction of  principal.  Prepayments  tend to decline when interest
rates are rising,  resulting in an increase in the duration  and  volatility  of
GNMA certificates and other mortgage-backed securities. 

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

Although longer maturity U.S. Government securities, zero
coupon bonds,  GNMA certificates and other  mortgage-backed  securities in which
the Series may invest may be volatile,  Lord Abbett manages this volatility (but
does not eliminate it) by maintaining the average duration of securities held by
the  Series at  between  three  and eight  years. 

LIMITED  DURATION  GOVERNMENT
SECURITIES SERIES Obligations which are issued or guaranteed by U.S.  government
agencies or  instrumentalities in which the Series may invest include those that
are  supported  by either:  (a) the full  faith and credit of the United  States
(such as GNMA certificates), (b) the right of the issuer to borrow from the U.S.
Treasury  (such as Federal Home Loan Bank  securities)  or (c) the credit of the
instrumentality  (such as FNMA and FHMLC  securities).  Component  securities in
which the Series may invest include  Treasury  STRIPS,  which are Treasury bonds
and notes  separated on the books of the Federal  Reserve  into their  component
parts of principal and coupon payments or principal and coupon strips, and which
are direct  obligations  of the U.S.  Government. 

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

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

In general,  because
the Series invests in longer term securities than a money market fund, the value
of its shares will  fluctuate  more than a money market fund, but less than, for
example, a long-term U.S. Government  securities fund.  Component  securities in
which the Series may invest may show  greater  price  volatility  in response to
interest-rate changes than other debt securities in which the Series may invest.
The value of  principal-only  component  securities  will be reduced in a rising
interest-rate  environment,  or as the expected amount of principal  prepayments
declines.  The value of interest-only  component securities will be reduced in a
falling  interest-rate  environment,  or as the  expected  amount  of  principal
prepayments  increases.  The Series seeks to reduce the effects of interest-rate
volatility  on principal by limiting the average  duration of the portfolio to a
range of one to four years. 

The Series limits its investments in mortgage-backed
securities to those issued or  guaranteed  by the U.S.  Government or one of its
agencies   or   instrumentalities,   primarily   the   GNMA,   FNMA  or   FHLMC.
Mortgage-backed  securities guaranteed by GNMA represent  pass-through interests
in pools of mortgage loans guaranteed or issued by agencies or instrumentalities
of the United States.  Mortgage-backed  securities issued by FNMA and FHLMC most
often represent  pass-through  interests in pools of conventional mortgage loans
or participations in the pools. Such "pass-through"  mortgage-backed  securities
represent   undivided   interests  in  the  underlying   mortgage  pool,  and  a
proportionate  share of both regular  interest and  principal  payments  (net of
certain  fees),  as well as unscheduled  prepayments on the underlying  mortgage
pool, are passed through  monthly to the holder of such  securities.  The Series
must reinvest such prepayments at prevailing  interest rates, which may be lower
than those of the mortgage-backed securities prepaid.  Prepayment will result in
a reduction of principal  if the  pre-paid  mortgage-backed  security is trading
over par. Principal  prepayments generally increase when interest rates fall, as
indicated above, and accordingly often result in a reduction of principal. Among
the types of  mortgage-backed  securities  in which the  Series  may  invest are
collateralized  mortgage  obligations  ("CMOs"),   which  are  debt  obligations
collateralized by mortgage loans or mortgage pass-through  securities guaranteed
or issued by GNMA, FNMA or FHLMC. The Series will not invest in privately issued
CMOs.  The issuer of a series of CMOs may elect to be  treated as a Real  Estate
Mortgage  Investment  Conduit  (a  "REMIC").  In a CMO,  a  series  of  bonds or
certificates are issued in multiple classes.  Each class, often referred to as a
"tranche,"  is issued at a  specific  fixed or  floating  coupon  rate and has a
stated  maturity or final  distribution  date.  

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

Both the U.S.
Government  Securities  Series and the Limited  Duration  Government  Series are
permitted to utilize,  within limits  established by the Board of Trustees,  the
following  investment policies in an effort to enhance each Series' performance.
These policies have risks  associated  with them.  However,  each Series follows
certain  practices that may reduce these risks.  To the extent a Series utilizes
some of these policies,  its overall performance may be positively or negatively
impacted.  

 SECURITIES   LENDING:   The  lending  of   securities  to  financial
institutions  which provide  continuous  collateral equal to the market value of
the securities loaned. Risk: Delay in recovery of collateral and loss should the
borrower of the security fail financially.  Limit: Loans, in the aggregate,  may
not exceed 30% of the value of each Series' total assets. 

REPURCHASE AGREEMENTS:
A repurchase  agreement is a transaction  by which the buyer acquires a security
and  simultaneously  commits to resell that  security to the seller at an agreed
upon price on an agreed  upon date.  Risk:  The issuer of the  security,  or the
seller who is  counterparty  to the  contract,  may default or otherwise  become
unable to honor a  financial  obligation.  Limit:  Each  Series  may enter  into
repurchase  agreements  that  are  continuously  collateralized  by cash or U.S.
Government securities having a value equal to, or in excess of, the value of the
repurchase  agreement. 

ILLIQUID  SECURITIES:  Securities not traded on the open
market. May include illiquid Rule 144A securities.  Risk: Certain securities may
be difficult or  impossible to sell at the time and price the seller would like.
Limit:  Each  Series  may  invest  up to 15%  of  its  net  assets  in  illiquid
securities.  Securities  determined by the Trustees to be liquid are not subject
to this limit.

BORROWING MONEY: Each Series may borrow from banks (as defined in
the Act) in  amounts  up to 33 1/3% of its total  assets  (including  the amount
borrowed). Each Series may borrow up to an additional 5% of its total assets for
temporary  purposes and each Series may obtain such short-term  credit as may be
necessary  for the  clearance  of purchases  and sales of portfolio  securities.

OBJECTIVE,  RESTRICTION  AND POLICY  CHANGES:  Each  Series  will not change its
investment  objective or its fundamental  investment  restrictions listed in its
Statement  of  Additional   Information  without  shareholder  approval.  If  we
determine that a Series' objective can best be achieved by a substantive  change
in investment policy, which may be changed without shareholder  approval, we may
make such change by disclosing it in the prospectus.  For more information about
investment  policies,  restrictions  and  risk  factors,  see the  Statement  of
Additional  Information.  

PORTFOLIO TURNOVER.The portfolio turnover rate for the
U.S.  Government  Securities  Series for the year ended  November  30,  1997 was
712.82%,  versus  820.59%  for the  previous  fiscal  year.  The high  portfolio
turnover  rate  relates  to  substantial   trading  of  U.S.  and  U.S.   agency
mortgage-backed  securities to take  advantage of value changes among  different
agencies,  coupons and maturities.  The portfolio  turnover rate for the Limited
Duration  Government  Series for the fiscal  year ended  November  30,  1997 was
343.53%,  versus  340.62%  for the  fiscal  year ended  October  31,  1996.  The
portfolio  turnover rate for the one month ended  November 30, 1996 was 175.98%.

The portfolio  turnover  rate was primarily due to security  purchases and sales
relating  to  purchases  and  redemptions  of Series  shares and some  portfolio
restructuring.  The fiscal year end for the Limited Duration  Government  Series
was changed  from October 31 to November 30 to conform to the fiscal year end of
the U.S.  Government  Securities  Series.  For more information about investment
policies,  restrictions  and  risk  factors,  see the  Statement  of  Additional
Information. 

SALES COMPENSATION As part of its plan for distributing shares, the
Fund,  along with Lord  Abbett  Distributor,  pays  compensation  to  Authorized
Institutions  that sell the Fund's  shares.  These firms  typically pass along a
portion of this  compensation  to your  financial  representative.  

Compensation
payments originate from two sources:  sales charges and 12b-1 fees that are paid
out of the Fund's assets  ("12b-1"refers  to the federal  securities  regulation
authorizing  annual fees of this type). The 12b-1 fee rates vary by share class,
according to the Rule 12b-1 plan  adopted by the Fund for each share class.  The
sales   charges  and  12b-1  fees  paid  by   investors   are  detailed  in  the
class-by-class  information  under  "Investor  Expenses"  and  "Purchases."  The
portion  of  these  expenses  that  are  paid  as   compensation  to  Authorized
Institutions, such as your dealer, are shown in the charts on the last two pages
of this  Prospectus.  Sometimes  compensation is not paid where tracking data is
not available for certain accounts and where the Authorized  Institution  waives
part of the  compensation  as with an  account  under  a  Mutual  Fund  Wrap-Fee
Program.  Rule 12b-1 distribution fees may be used to pay for sales compensation
to  Authorized  Institutions,  for any activity  which is primarily  intended to
result in the sale of shares and,  for Class B shares,  the  financing  of sales
commissions. 

 FIRST YEAR  COMPENSATION.  Whenever you make an  investment in the
Fund,  the  Authorized  Institution  receives  compensation  as described in the
charts on the last two pages of this Prospectus. 

ANNUAL COMPENSATION AFTER FIRST
YEAR. Beginning with the second year after an investment is made, the Authorized
Institution  receives annual compensation as described in the charts on the last
two pages of this Prospectus.  Additional  Concessions may be paid to Authorized
Institutions  from time to time.  

GLOSSARY OF TERMS  Additional  Concessions.  A
supplemental  annual  distribution  fee equal to 0.10% of the average  daily net
asset value of the Class A shares is available to Authorized  Institutions which
have a program for the promotion and  retention of such shares  satisfying  Lord
Abbett  Distributor.  Class A shares  held  pursuant to a  satisfactory  program
would,  for example,  (i) constitute a significant  percentage of the Fund's net
assets,  (ii) be held for a substantial length of time and/or (iii) have a lower
than  average  redemption  rate.  

LORD ABBETT  DISTRIBUTOR  may,  for  specified
periods,  allow  dealers to retain the full sales  charge for sales of shares or
may pay an additional  concession to a dealer who sells a minimum  dollar amount
of our  shares  and/or  shares of other  Lord  Abbett-sponsored  funds.  In some
instances,  such additional  concessions will be offered only to certain dealers
expected to sell  significant  amounts of shares.  Lord Abbett  Distributor may,
from time to time, implement promotions under which Lord Abbett Distributor will
pay a fee to dealers with respect to certain purchases not involving  imposition
of  a  sales  charge.   Additional   payments  may  be  paid  from  Lord  Abbett
Distributor's  own  resources  and  will  be made in the  form  of cash  or,  if
permitted,  non-cash  payments.  The non-cash  payments  will  include  business
seminars at Lord Abbett's  headquarters or other locations,  including meals and
entertainment,  or the receipt of  merchandise.  The cash  payments  may include
payment of various  business  expenses of the dealer.  In  selecting  dealers to
execute portfolio transactions for the Fund's portfolio,  if two or more dealers
are considered capable of obtaining best execution, we may prefer the dealer who
has  sold  our  shares  and/or  shares  of other  Lord  Abbett-sponsored  funds.

AUTHORIZED  INSTITUTIONS.  Institutions and persons  permitted by law to receive
service  and/or  distribution  fees  under a Rule  12b-1  plan  are  "authorized
institutions."  

ELIGIBLE FUND. (a) Any Lord Abbett-sponsored fund except 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;  Lord Abbett  Equity Fund;
Lord Abbett  Series Fund;  Lord Abbett  Research  Fund -- Mid-Cap  Series;  Lord
Abbett  U.S.  Government  Securities  Money  Market Fund  ("GSMMF")  (except for
holdings in GSMMF which are  attributable to any shares  exchanged from the Lord
Abbett  family of funds).  (b) Any  Authorized  Institution's  affiliated  money
market fund satisfying Lord Abbett Distributor as to certain omnibus account and
other criteria.  

ELIGIBLE GUARANTOR.  Any broker or bank that is a member of the
medallion stamp program.  Most major  securities  firms and banks are members of
this program. A notary public is not an eligible  guarantor. 

ELIGIBLE MANDATORY
DISTRIBUTIONS.  If Class B shares represent a part of an individual's  total IRA
or 403(b)  investment,  the CDSC waiver is available  only for that portion of a
mandatory  distribution  which bears the same  relation to the entire  mandatory
distribution as the B share investment bears to the total investment.  

EMPLOYEES
OF LORD ABBETT/FUND DIRECTORS (TRUSTEES).  The terms "directors," "trustees" (of
a Fund) and  "employees"  (of Lord Abbett)  include a director's  (trustee's) or
employee's  spouse  (including  the  surviving  spouse  of a  deceased  director
(trustee) or employee. The terms "directors,"  "trustees" and "employees of Lord
Abbett" also include other family members and retired  directors  (trustees) and
employees. 

LEGAL  CAPACITY.  With  respect  to a  redemption  request,  if (for
example) the request is on behalf of the estate of a deceased shareholder,  John
W. Doe,  by a person  (Robert A. Doe) who has the legal  capacity to act for the
estate of the  deceased  shareholder  because he is the  executor of the estate,
then the request  must be executed  as follows:  Robert A. Doe,  Executor of the
Estate of John W. Doe.

Similarly,  if (for example) the redemption request is on
behalf  of the ABC  Corporation  by a person  (Mary B.  Doe)  that has the legal
capacity to act on behalf of this  corporation,  because she is the President of
the corporation,  then the request must be executed as follows:  ABC Corporation
by Mary B. Doe, President.  An acceptable form of guarantee would be as follows:
o In the case of the estate - Robert A. Doe,  Executor  of the Estate of John W.
Doe [Date]


o In the case of the corporation -
        ABC Corporation
        Mary B. Doe
        By Mary B. Doe, President
        [Date]


LORD ABBETT CONSULTANTS/ADVISERS.  Consultants and advisers to Lord Abbett, Lord
Abbett Distributor or Lord  Abbett-sponsored  funds who consent to such purchase
if such persons provide services to Lord Abbett, Lord Abbett Distributor or such
funds on a continuing basis and are familiar with such fund.

LORD ABBETT  DISTRIBUTOR  LLC. Lord Abbett  Distributor is the Fund's  exclusive
selling agent.  Lord Abbett  Distributor is obligated to use its best efforts to
find  purchasers for the shares of the Fund, and to make  reasonable  efforts to
sell  Fund  shares  so  long  as,  in  Lord  Abbett  Distributor's  judgment,  a
substantial distribution can be obtained.

MUTUAL FUND WRAP-FEE PROGRAM. Certain unaffiliated authorized brokers,  dealers,
registered investment advisers or other financial  institutions who have entered
into an  agreement  with Lord Abbett  Distributor  in  accordance  with  certain
standards approved by Lord Abbett  Distributor,  providing  specifically for the
use of our shares in particular  investment products made available for a fee to
clients of such  brokers,  dealers,  registered  investment  advisers  and other
financial  institutions.  

PURCHASER.  The  term  "purchaser"  includes:  (i)  an
individual,  (ii) an individual and his or her spouse and children under the age
of 21 and (iii) a trustee  or other  fiduciary  purchasing  shares  for a single
trust estate or single fiduciary account  (including a pension,  profit-sharing,
or other  employee  benefit  trust  qualified  under Section 401 of the Internal
Revenue  Code -- more  than one  qualified  employee  benefit  trust of a single
employer,  including its consolidated  subsidiaries,  may be considered a single
trust, as may qualified plans of multiple employers  registered in the name of a
single bank  trustee as one  account),  although  more than one  beneficiary  is
involved.  

RETIREMENT  PLANS.  Employer-sponsored  retirement  plans  under  the
Internal Revenue Code.  

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

TOTAL RETURN.  "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 Fund at the maximum public offering price. When total return is
quoted for Class A shares,  it includes the payment of the maximum initial sales
charge.  When total return is shown for Class B and Class C shares,  it reflects
the effect of the applicable  CDSC. Total return also may be presented for other
periods or based on  investments  at reduced  sales  charge  levels or net asset
value.  Any  quotation of total return not  reflecting  the maximum sales charge
(front-end, level, or back-end) would be reduced if such sales charge were used.
Quotations of yield or total return for any period when an expense limitation is
in effect will be greater  than if the  limitation  had not been in effect.  See
"Past  Performance"  in  the  Statement  of  Additional  Information  for a more
detailed  description. 

YIELD.  Each class of shares  calculates  its "yield" by
dividing the annualized net investment  income per share on the portfolio during
a 30-day period by the maximum offering price on the last day of the period. The
yield of each class will differ  because of the  different  expenses  (including
actual  12b-1  fees) of each  class of  shares.  The  yield  data  represents  a
hypothetical investment return on the portfolio, and does not measure investment
return based on dividends actually paid to shareholders.  To show that return, a
dividend  distribution  rate may be calculated.  Dividend  distribution  rate is
calculated  by dividing  the  dividends of a class  derived from net  investment
income during a stated period by the maximum  offering  price on the last day of
the period. Yields and dividend distribution rate for Class A shares reflect the
deduction of the maximum  initial sales  charge,  but may also be shown based on
the Fund's net asset  value per share.  Yields for Class B and Class C shares do
not reflect the deduction of the CDSC.  

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

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

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

Comparison of change in value of a $10,000  investment in Class A shares of U.S.
GOVERNMENT   SECURITIES  SERIES  (formerly  the  Lord  Abbett  U.S.   Government
Securities Fund), assuming reinvestment of dividends and distributions, Lipper's
General U.S.  Government  Bond Fund Index and the Lehman  Government  Bond Index
follows: 

          Class A shares      Class A shares                Lipper's Average
          at NAV              at Maximum Offering           of General US
                              Price(1)                      Government Bond
                                                            Funds(2)
1987       10,000              9,518                                    10,000
1988       10,963             10,434                                    10,788  
1989       12,240             11,650                                    12,077 
1991       15,091             14,363                                    14,470  
1994      17,475             16,632                                    16,505
1995       20,077             19,109                                    19,286
1996       20,961             19,950                                    20,131  
1997       22,360             21,281                                    21,467 
Average Annual Total Return for Class A Shares
1 year         5 years        10 years
1.60%          5.22%          7.85%

Average Annual Total Return for Class B Shares(5)
1 year         Life of Class(8/1/96 - 11/30/97)
1.25%          5.04%

Average Annual Total Return for Class C Shares
1 year         Life of class(7/15/96 - 11/30/97)
5.90%          9.13%

      
   

Comparison of change in value of a $10,000 investment in Class A shares of
LIMITED DURATION GOVERNMENT SERIES, Lipper's Short and Intermediate U.S.
Government Fund Index and the Lehman Intermediate Government Index.

          Class A shares      Class A shares                Lipper's Average
          at NAV              at Maximum Offering           of General US
                              Price(1)                      Government Bond
                                                            Funds(2)

1993      9,979               9,680                         9,992
1994      9,672               9,381                         9,970
1995     10,579              10,262                        10,882 
1996     10,886              10,560                        11,440 
1997     11,480              11,136                        12,056
                    

Average Annual  Total  Return  for  Class  A  Shares(4) 
 1 year                        Life  of  Class
                              (11/4/93-11/30/97)
 2.20%                             2.68%
Average Annual Total Return for Class C Shares
1 year                         Life of Class  
                               (7/15/96-11/30/97)
 4.40%                              6.24%


(1)Data reflects the deduction of the maximum sales charge as follows: 4.75% for
the U.S.  Government  Securities  Series  and  3.00%  for the  Limited  Duration
Government Series.
(2)Source:  Lipper Analytical  Services.  Actual performance is from 10/31/93 to
11/31/97.  
(3)Source:  Lehman  Brothers.  Performance  numbers for the unmanaged
Lehman Intermediate  Government Index, Lehman Government Bond Index and Lipper's
Short,  intermediate and U.S. Government Fund Indices do not reflect transaction
costs or management  fees. An investor  cannot invest directly in these Indices.
Actual performance is from10/31/93 to 11/31/97.
(4)Total  return is the percent change in value,  after deduction of the maximum
sales  charge of 3.00%,  applicable  to Class A shares of the  Limited  Duration
Government Series and 4.75%, applicable to Class A shares of the U.S. Government
Securities  Series,  with all dividends  and  distributions  reinvested  for the
periods shown ending November 30, 1997, using the SEC-required uniform method to
compute  such  return.  
(5)The  Class B shares  were  first  offered  on 8/1/96.
Performance reflects the deduction of a 4% CDSC.

 U.S. GOVERNMENT SECURITIES SERIES
        FIRST YEAR COMPENSATION

<TABLE>
<CAPTION>

 Class A investments
        Front-end
        sales charge            Dealer's
        paid by investors       concession              Service fee(1)           Total compensation(2)
        (% of offering price)   (% of offering price)   (%of net investment)    (% of offering price)

<S>       <C>           <C>        <C>                      <C>                      <C>  
Less than $50,000       4.75%      4.00%                    0.25%                    4.25%
$50,000 - $99,999       4.75%      4.25%                    0.25%                    4.50%
$100,000 - $249,999     3.75%      3.25%                    0.25%                    3.50%
$250,000 - $499,999     2.75%      2.50%                    0.25%                    2.75%
$500,000 - $999,999     2.00%      1.75%                    0.25%                    2.00%
        $1 million or more(3) or
        Retirement Plan - 100 or more eligible employees(3) or
        Special Retirement Wrap Program(3)
First $5 million no front-end sales charge  1.00%           .25%                     1.25%
Next $5 million  
 above that      no front-end sales charge   .55%           .25%                     0.80%
Next $40 millio
above that       no front-end sales charge   .50%           .25%                     0.75%
Over $50 million no front-end sales charge   .25%           .25%                     0.50%
CLASS B  investments          Paid at time of sale (% of net asset value)
All amounts      no front-end sales charge   3.75%          0.25%                    4.00% 
CLASS C investments
All amounts      no front-end sales charge   0.75%           0.25%                   1.00%

ANNUAL COMPENSATION AFTER FIRST YEAR
Class A investments
All amounts     no front-end sales charge    none            0.25%                   0.25%
Class B  investments                            Percentage of average net assets (4)
All  amounts    no front-end sales charge     none           0.25%                   0.25%
Class C investments
All  amounts    no front-end sales charge      0.65%         0.25%                    0.90%

<FN>

(1) The service fee for Class A shares is paid  quarterly and for Class A shares
may not  exceed  0.15% if sold prior to  September  1,  1985.  The first  year's
service fee on Class B and C shares is paid at the time of sale.
(2)   Reallowance/concession   percentages   and  service  fee  percentages  are
calculated   from  different   amounts,   and  therefore  may  not  equal  total
compensation   percentages  if  combined  using  simple   addition.   Additional
Concessions may be paid to Authorized Institutions from time to time.

(3)  Concessions  are paid at the time of sale on all Class A shares sold during
any  12-month  period  starting  from the day of the first net asset value sale.
With  respect  to(a)  Class  A share  purchases  at  $1million  or  more,  sales
qualifying at such level under rights of accumulation and statement of intention
privileges are included and(b) for Special  Retirement  Wrap Programs,  only new
sales are eligible and exchanges into the Fund are excluded.

(4) With respect to Class B and C shares, 0.25% and 0.90%, respectively,  of the
average  annual net asset  value of such shares  outstanding  during the quarter
(including distribution reinvestment shares after the first anniversary of their
issuance) is paid to Authorized  Institutions.  These fees are paid quarterly in
arrears.  In the  case  of C  shares  for  fixed-income  series,  such  as  U.S.
Government  Securities Series and Limited Duration  Government Series,  0.10% of
the  average  annual net asset  value of such  shares is retained by Lord Abbett
Distributor, thus reducing from 0.75% to 0.65% after the first year. Lord Abbett
Distributor  uses this 0.10% for  expenses  primarily  intended to result in the
sale of such  Series'  shares.  With  respect to Class B shares,  CDSC  revenues
collected  by Lord Abbett  Funds may be used to fund  commission  payments  when
there is no initial sales charge.

</FN>
</TABLE>


LIMITED DURATION GOVERNMENT SERIES
FIRST YEAR COMPENSATION

<TABLE>
<CAPTION>

 Class A investments
        Front-end
        sales charge            Dealer's
        paid by investors       concession              Service fee(1)           Total compensation(2)
        (% of offering price)   (% of offering price)   (%of net investment)    (% of offering price)
<S>       <C>           <C>         <C>                      <C>                 <C>  
Less than $100,000      3.00%       2.50%                    0.00%               2.50%
$100,000 - $249,999     2.50%       2.25%                    0.00%               2.25%
$250,000 - $499,999     2.00%       1.75%                    0.00%               1.75%
$500,000 - $999,999     1.50%       1.25%                    0.00%               1.25%
1,000,000 to 2,999,999  1.00%       1.00%                    0.00%               1.00%
3,000,000 to 9,999,999  0.50%       0.50%                    0.00%               0.50%
Over $10 million        0.25%       0.25%                    0.00%               0.25%
Class C investments                 Paid at time of sale (% of net asset value)
All  amounts  no front-end sales charge       0.75%   0.25%   1.00%

ANNUAL COMPENSATION AFTER FIRST YEAR
Class A investments
All amounts     no front-end sales charge          none 0.00%   0.00%
Class C  investments                            Percentage of average net assets (3)
All  amounts    no front-end 
               sales charge          0.65%                   0.25%                0.90%

<FN>

(1) The Class A share  12b-1 Plan for the Limited  Duration  Series will go into
effect on the first day of the calendar  quarter  subsequent  to the Series' net
assets reaching $100 million at which time for the following categories: over $1
million,  or a retirement plan -- 100 or more eligible  employees,  or a special
retirement wrap program, authorized institutions will receive concessions as set
forth  on the  U.S.  Government  Securities  chart  on the  prior  page for such
categories. 
(2)  Reallowance/concession  percentages and service fee percentages
are  calculated  from  different  amounts,  and  therefore  may not equal  total
compensation   percentages  if  combined  using  simple   addition.   Additional
Concessions may be paid to Authorized  Institutions  from time to time. 
(3) With
respect to Class C shares,  0.90% of the average  annual net asset value of such
shares  outstanding  during the  quarter  (including  distribution  reinvestment
shares after the first  anniversary  of their  issuance)  is paid to  Authorized
Institutions. This fee is paid quarterly in arrears. In the case of C shares for
fixed-income  series,  such as U.S.  Government  Securities  Series and  Limited
Duration Government Series,  0.10% of the average annual net asset value of such
shares is  retained by Lord  Abbett  Distributor,  thus  reducing  the  dealer's
concession  from 0.75% to 0.65%  after the first year.  Lord Abbett  Distributor
uses this 0.10% for  expenses  primarily  intended to result in the sale of such
Series' shares.

</FN>
</TABLE>

LORD ABBETT
INVESTMENT TRUST, INC.
The General Motors Building
767 Fifth Avenue
New York, NY 10153-0203

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

April 1, 1998

<PAGE>
                                                        

Statement of Additional Information                            April 1, 1998

                          LORD ABBETT INVESTMENT TRUST

                        U.S. GOVERNMENT SECURITIES SERIES
               LIMITED DURATION U.S. GOVERNMENT SECURITIES SERIES
                                 BALANCED SERIES

This Statement of Additional  Information is not a Prospectus.  A Prospectus may
be obtained  from your  securities  dealer or from Lord Abbett  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 April 1, 1998.

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 five series,  three of which are
discussed  here  -U.S.  Government  Securities  Series,  Limited  Duration  U.S.
Government Securities Series and Balanced Series (sometimes referred to as "U.S.
Government   Securities   Series,"  "Limited  Duration  Government  Series"  and
"Balanced  Series,"  respectively,  or "we"  or the  "Series,"  individually  or
collectively).  The U.S.  Government  Securities  Series offers three classes of
shares:  Class A, Class B, and Class C. The Limited Duration  Government  Series
offers two classes of shares:  Class A and Class C. The Balanced  Series  offers
three  classes  of shares:  Class A, Class B and Class C. 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....................5
                    3.      Investment Advisory and Other Services...7
                    4.      Portfolio Transactions...................8
                    5.      Purchases, Redemptions and Shareholder Services..9
                    6.      Performance.....................................18
                    7.      Taxes...........................................19
                    8.      Information About the Fund......................19
                    9.      Financial Statements............................20


<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.  Each Series may not:
(1) borrow money,  except that (i) each Series may borrow from banks (as defined
in the Act) in amounts up to 33 1/3% of its total assets  (including  the amount
borrowed),  (ii) each  Series  may  borrow up to an  additional  5% of its total
assets for  temporary  purposes,  (iii) each Series may obtain  such  short-term
credit as may be necessary for the clearance of purchases and sales of portfolio
securities and (iv) each 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  each  series  may  lend  its  portfolio
securities,  provided that the lending of portfolio  securities may be made only
in accordance with applicable law; (5) buy or sell real estate (except that each
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
each 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  , and  for  the  Balanced  Series,  securities  issued  by an
investment  company 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);  (8) issue senior securities to the extent
such  issuance  would  violate  applicable  law or (9) (with respect to the U.S.
Government  Securities  Series  only)  invest  in  securities  other  than  U.S.
Government securities, as described in the Prospectus.

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.  Each Series may not: (1) borrow
in excess of 33 1/3 % of its total assets (including the amount  borrowed),  and
then only as a temporary  measure for extraordinary or emergency  purposes;  (2)
make short sales of securities or maintain a short position except to the extent
permitted  by  applicable  law;  (3) invest  knowingly  more than 15% of its net
assets (at the time of investment) in illiquid securities, except for securities
qualifying for resale under Rule 144A of the  Securities Act of 1933,  deemed to
be liquid by the  Board of  Trustees;  (4)  invest  in the  securities  of other
investment  companies  except as  permitted  by  applicable  law;  (5) invest in
securities of issuers which, with their predecessors, have a record of less than
three years' continuous operations,  if more than 5% of the Series' total assets
would be  invested  in such  securities  (this  restriction  shall  not apply to
mortgaged-backed  securities,  asset-backed  securities or obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities);  (6) hold
securities of any issuer if more than 1/2 of 1% of the securities of such issuer
are owned  beneficially  by one or more officers or trustees of the 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;  (7) invest in warrants if, at the time of the acquisition,  its
investment in warrants,  valued at the lower of cost or market,  would exceed 5%
of 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); (8) invest in real
estate limited  partnership  interests or interests in oil, gas or other mineral
leases, or exploration or other development  programs,  except that the Fund may
invest  in  securities  issued by  companies  that  engage in oil,  gas or other
mineral exploration or other development activities; (9) write, purchase or sell
puts, calls,  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 (10) buy from or sell to any of its
officers, trustees, employees, or its investment adviser or any of its officers,
trustees,  partners or employees, any securities other than shares of beneficial
interest in such series.

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

LENDING PORTFOLIO SECURITIES

Each Series may lend portfolio securities to registered  brokers-dealers.  These
loans,  if and when made,  may not exceed 30% of the Series' total  assets.  The
Series'  loans  of  securities  will be  collateralized  by  cash or  marketable
securities  issued or guaranteed by the U.S.  Government or its agencies  ("U.S.
Government  securities") or other  permissible means in an amount at least equal
to the market value of the loaned securities. From time to time, the each series
may pay a part of the  interest  received  with  respect  to the  investment  of
collateral to the borrower  and/or a third party that is not affiliated with the
Fund and is  acting as a  "placing  broker."  No fee will be paid to  affiliated
persons of the Fund.

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

REPURCHASE AGREEMENTS

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

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

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


WHEN-ISSUED TRANSACTIONS

As stated in the Prospectus,  each Series may purchase portfolio securities on a
when-issued basis.  When-issued  transactions involve a commitment by the Series
to purchase securities,  with payment and delivery  ("settlement") to take place
in the future, in order to secure what is considered to be an advantageous price
or yield at the time of entering into the transaction. The value of fixed-income
securities to be delivered in the future will  fluctuate as interest rates vary.
During the period between  purchase and settlement,  the value of the securities
will  fluctuate  and assets  consisting  of cash  and/or  marketable  securities
(normally  short-term U.S.  Government  securities) marked to market daily in an
amount  sufficient  to make  payment at  settlement  will be  segregated  at our
custodian in order to pay for the commitment. There is a risk that market yields
available at settlement may be higher than yields  obtained on the purchase date
which  could  result  in  depreciation  of  value  of  fixed-income  when-issued
securities.  At the time each Series makes the commitment to purchase a security
on a when-issued basis, it will record the transaction and reflect the liability
for the  purchase  and the value of the  security in  determining  its net asset
value.  Each  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  Limited  Duration  Government  Series  limits its average  dollar  weighted
portfolio  duration  to a  range  of one to  four  years.  However,  many of the
securities in which the Series invests will have  remaining  durations in excess
of four years.

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

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

PORTFOLIO TURNOVER

For the fiscal year ended November 30, 1997, the portfolio turnover rate for the
U.S.  Government  Securities  Series was  712.82% as compared to 820.59% for the
previous year;  343.53% for the Limited Duration  Government  Series compared to
340.62% for the year ended  October 31, 1996 and 175.98% for the one month ended
November  30, 1996;  216.07% for the Balanced  Series as compared to 187.78% for
the year ended October 31, 1996 and 10.05% for the one month ended  November 30,
1996.

On July 12, 1996, the Fund acquired the assets of the U.S. Government Securities
Fund,  Inc.  (the  "Acquired  Fund"),  in  exchange  for the shares of the newly
created U.S.  Government  Securities Series. As discussed above, each Series may
purchase  U.S.  Government  securities on a  when-issued  basis with  settlement
taking place after the purchase date (without  amortizing  any  premiums).  This
investment  technique  is  expected to  contribute  significantly  to  portfolio
turnover rates.  However,  it will have little or no transaction cost or adverse
tax consequences. Transaction costs normally will exclude brokerage because each
Series' fixed-income portfolio transactions are usually on a principal basis and
any markups charged normally will be more than offset by the beneficial economic
consequences  anticipated  at the time of purchase or no purchase  will be made.
Generally,  short-term losses on short-term U.S. Government securities purchased
under this investment  technique tend to offset any short-term gains due to such
high portfolio turnover.





                                        2.
                              Trustees and Officers

The following trustees are partners of Lord Abbett, The General Motors Building,
767 Fifth Avenue, New York, New York 10153-0203.  They have been associated with
Lord  Abbett  for over five  years and are also  officers  and/or  directors  or
trustees of the 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 53, Chairman and President
E. Wayne Nordberg, 59, Vice President and Trustee

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,
formerly 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 67.

John C. Jansing
162 S. Beach Road
Hobe Sound, Florida
Retired. Former Chairman of Independent Election Corporation of America, a proxy
tabulating firm. Age 72.

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

Managing  Director of Directorship  Inc., a consultancy in board  management and
corporate  governance.  Formerly  General Partner of The Marketing  Partnership,
Inc., a full service marketing  consulting firm (1994 - 1997). Prior to that, he
was Chairman and Chief Executive Officer of Lincoln Snacks,  Inc.,  manufacturer
of branded snack foods (1992 - 1994). His career spans 36 years at Stouffers and
Nestle  with 18 of the years as Chief  Executive  Officer.  Currently  serves as
Director of DenAmerica Corp., J.B. Williams Company,  Inc.,  Fountainhead  Water
Company and Exigent Diagnostics. Age 64.

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

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 60.

The second column of the following table sets forth the compensation accrued for
the Fund's outside trustees.  The third and fourth columns set forth information
with respect to the retirement plan for outside trustees  maintained by the Lord
Abbett-sponsored  funds.  The fifth  column  sets  forth the total  compensation
payable  by  such  funds  to the  outside  trustees.  No  trustees  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, 1997
         (1)                  (2)                  (3)                    (4)
                                               Pension or             For Year Ended
                                               Retirement Benefits    December 31, 1997
                                               Accrued by the         Total Compensation
                           Aggregate           Fund and               Accrued by the Fund and
                           Compensation        Twelve 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          $10,580             $17,068                $56,000
Stewart S. Dixon           $10,388             $32,190                $55,000
John C. Jansing            $10,388             $45,0854               $55,000
C. Alan MacDonald          $10,843             $30,703                $57,400
Hansel B. Millican, Jr.    $10,438             $37,747                $55,000
Thomas J. Neff             $10,528             $19,853                $56,000

<FN>

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

2. The amounts in Column 3 were accrued by the Lord  Abbett-Sponsored  Funds for
   the 12 months ended  November 30, 1997 with respect to the equity based plans
   established  for  independent  directors  in 1996.  This  plan  supercedes  a
   previously  approved  retirement  plan  for  all  future  directors.  Current
   directors  had the  option  to  convert  their  accrued  benefits  under  the
   retirement  plan.  All of the  outside  directors  except  one  made  such an
   election.  Each plan also  provides for a  pre-retirement  death  benefit and
   actuarially reduced joint-and-survivor spousal benefits.

3. This  column  shows  aggregate  compensation,  including  directors  fees and
   attendance fees for board and committee meetings,  of a nature referred to in
   footnote  one,  accrued by the Lord  Abbett-sponsored  funds  during the year
   ended December 31, 1997. The amounts of the aggregate compensation payable by
   the Fund as of November 30, 1997 deemed  invested in Fund  shares,  including
   dividends reinvested and changes in net asset value applicable to such deemed
   investments,  were: Mr. Bigelow,  $39,081; Mr. Dixon,  $107,152; Mr. Jansing,
   $142,903;  Mr.  MacDonald,  $84,555;  Mr.  Millican,  $143,927  and Mr. Neff,
   $143,008.  If the amounts  deemed  invested in Fund shares were added to each
   director's actual holdings of Fund shares as of November 30, 1997, each would
   own, the following:  Mr. Bigelow,  1,233 shares; Mr. Dixon,  4,267.85 shares;
   Mr. Jansing,  8,833 shares;  Mr. McDonald,  214,120 shares;  Mr. Millican,  0
   shares; and Mr. Neff, 5,896 shares.

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

</FN>
</TABLE>

Except where indicated,  the following  executive officers of the Fund have been
associated  with Lord  Abbett for over five  years.  Of the  following,  Messrs.
Brown, Carper, Hilstad, Hudson, Morris and Nordberg are partners of Lord Abbett;
the others are employees:  Zane Brown, age 46, Vice President;  Paul A. Hilstad,
age 55, Vice  President  and  Secretary  (with Lord Abbett since 1995 - formerly
Senior Vice  President  and General  Counsel of American  Capital  Management  &
Research, Inc.); Daniel E. Carper, age 46, Vice President; Robert I. Gerber, age
43,  Executive  Vice  President  (with Lord Abbett since 1997 - formerly  Senior
Portfolio  Manager  and  Shareholder  at  Sanford  Bernstein);  Vice  President;
Lawrence  H.  Kaplan,  age 41 (with  Lord  Abbett  since  1997 -  formerly  Vice
President and Chief Counsel of Salomon  Brothers Asset  Management Inc from 1995
to 1997;  prior thereto Senior Vice  President,  Director and General Counsel of
Kidder Peabody Asset Management,  Inc.); Thomas F. Konop, age 55, Vice President
Secretary;  Robert  A. Lee,  age 28 (with  Lord  Abbett  since  1997 -  formerly
Portfolio  Manager at ARM Capital Advisors,  prior thereto  Assistant  Portfolio
Manager  at  Peabody  Asset  Management);  Robert G.  Morris,  age 53; E.  Wayne
Nordberg, age 60; W. Thomas Hudson, age 57; A. Edward Oberhaus, age 38; Keith F.
O'Connor,  age 42;  Walter H.  Prahl,  age 40 (with  Lord  Abbett  since  1997 -
formerly Quantitative Analyst at Sanford Bernstsein); Vice Presidents; and Donna
M. McManus,  age 37,  Treasurer (with Lord Abbett since 1996,  formerly a Senior
Manager at Deloitte & Touche LLP).

The Fund  does not hold  annual  meetings  of  shareholders  unless  one or more
matters are  required to be acted on by  shareholders  under the Act.  Under the
Fund's Declaration of Trust,  shareholder  meetings may be called at any time by
certain  officers  of the  Fund or by a  majority  of the  trustees  (i) for the
purpose of taking action upon any matter  requiring the vote or authority of the
Fund's shareholders or upon other matters deemed to be necessary or desirable or
(ii) upon the  written  request of the  holders of at least  one-quarter  of the
shares of the Series outstanding and entitled to vote at the meeting.

As of February 1, 1998,  our officers and trustees as a group owned less than 1%
of the outstanding shares of the Limited Duration  Government  Series,  Balanced
Series and U.S. Government Securities Series.

                                    3.
                     Investment Advisory and Other Services

As described under "Our Management" in the Prospectus, Lord Abbett is the Fund's
investment  manager.  Seven of the twelve  general  partners  of Lord Abbett are
officers  and/or  directors of the Fund,  as follows:  Zane E. Brown,  Daniel E.
Carper, Robert S. Dow, Paul A. Hilstad,  Robert G. Morris, E. Wayne Nordberg and
John J. Walsh.  The other partners who are neither officers nor directors of the
Fund are Stephen I. Allen,  Daria Foster, W. Thomas Hudson,  Michael  McLaughlin
and  Robert J.  Noelke.  The  address  of each  partner  is The  General  Motors
Building, 767 Fifth Avenue, New York, New York 10153-0203.

The services  performed by Lord Abbett are described  under "Our  Management" in
the Prospectus.  Under each Management  Agreement,  we are obligated to pay Lord
Abbett a monthly fee,  based on average daily net assets for each month,  at the
annual rate of .50 of 1% (in the case of the U.S.  Government  Securities Series
and the Limited  Duration  Government  Series) and .75 of 1% (in the case of the
Balanced  Series).  These fees are  allocated  among the  classes of each Series
based on the class' proportionate share of each Series average daily net assets.

Each Series  pays all of its  expenses  not  expressly  assumed by Lord  Abbett,
including,  without  limitation,  12b-1  expenses,  outside  trustees'  fees and
expenses, association membership dues, legal and audit fees, taxes, transfer and
dividend disbursing agent fees,  shareholder  servicing costs, expenses relating
to  shareholder  meetings,  expenses of  preparing,  printing and mailing  share
certificates and shareholder  reports,  expenses of registering our shares under
federal and state securities laws,  expenses of preparing,  printing and mailing
prospectuses  to existing  shareholders,  insurance  premiums and  brokerage and
other expenses connected with executing portfolio transactions.

The  management  fees paid to Lord  Abbett by the  Limited  Duration  Government
Series for the fiscal  years ended  October 31,  1995,  October  31,  1996,  and
November 30, 1997 amounted to $15,561, $9,897 and $2,770, respectively.  For the
one month ended  November 30, 1996 the management fee paid to Lord Abbett by the
Limited Duration Government Series was $2,770.

The  management  fees paid to Lord Abbett by the Balanced  Series for the period
December 27, 1994  (commencement  of  operations)  to October 31, 1995,  and the
fiscal years ended  October 31, 1996 and  November 30, 1997 were $0,  $8,607 and
$48,151, respectively. For the one month ended November 30, 1996, the management
fee paid to Lord Abbett by the Balanced Series was $2,240.

The management fees paid to Lord Abbett by the Acquired Fund ( and subsequent to
July 12, 1996 by the U.S.  Government  Securities  Series) for the fiscal  years
ended October 31, 1995, October 31, 1996 and November 30, 1997 were $16,286,000,
$15,053,629 and $12,500,454, respectively.

Although  not  obligated  to do so,  Lord Abbett has waived and may waive all or
part of its management  fees and has assumed or may assume other expenses of the
Limited Duration U.S. Government  Securities Series and Balances Series. For the
fiscal year ended October 31, 1996,  the one month ended  November 30, 1996, and
the fiscal year ended  November 30, 1997,  Lord Abbett waived  $28,804 , $2,657,
and $54,884 in management fees for the Limited Duration  Government Series. With
respect to the Balanced Series,  for the fiscal year ended October 31, 1996, the
one month ended  November 30, 1996, and the fiscal year ended November 30, 1997,
Lord Abbett waived $53,375, $4,638 and $65,087 in management fees.

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

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

                                      4.
                             Portfolio Transactions

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

Each  Series'  policy is to have  purchases  and sales of  portfolio  securities
executed at most  favorable  prices,  considering  all costs of the  transaction
including  brokerage  commissions  and dealer markups and markdowns,  consistent
with  obtaining  best  execution,  except to the extent that we may pay a higher
commission 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.

During the fiscal year ended  October  31,1995,  October 31 1996,  the one month
ended  November 30,  1996,  and the fiscal year ended  November  30,  1997,  the
Limited Duration  Government Series paid no commissions to independent  brokers.
For the period  December  17,  1994 to October 31,  1995,  the fiscal year ended
October 31, 1996 , the one month ended  November 30,  1996,  and the fiscal year
ended  November  30,  1997,  the  Balanced  Series  paid  total  commissions  to
independent brokers of $4,566, $7,364, $767, and $9,927 .

                                  
                                      5.
                             Purchases, Redemptions
                            and Shareholder Services

Securities in each Series' portfolio are valued at their market values as of the
close of the NYSE. Market value will be determined as follows: securities listed
or admitted to trading privileges on any national securities exchange are valued
at the last  sales  price on the  principal  securities  exchange  on which such
securities  are traded or, if there is no sale, at the mean between the last bid
and  asked  prices  on  such  exchange  or,  in  the  case  of  bonds,   in  the
over-the-counter  market if, in the judgment of the Fund's officers, that market
more accurately  reflects the market value of the bonds.  Securities traded only
in the over-the-counter  market are valued at the mean between the bid and asked
prices, except that securities admitted to trading on the NASDAQ National Market
System  are  valued  at the  last  sales  price.  Securities  for  which  market
quotations are not available are valued at fair value under procedures  approved
by the Board of Trustees.  With respect to the Balanced  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,  Martin  Luther  King,  Jr.  Day,
Presidents'  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving and Christmas.

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

The offering price of Class A shares of the U. S. Government  Securities Series,
the Limited Duration  Government  Series and the Balanced Series on November 30,
1997 were computed as follows:


<TABLE>
<CAPTION>


                                                  Limited Duration                   U. S. Government
                                                  Government          Balanced       Securities
                                                   Series              Series          Series



Net asset value per share (net assets divided
<S>                                                       <C>                <C>            <C>  
  by shares outstanding)..................................$4.40              $12.80         $2.59

Maximum offering price per share - net asset value divided by (.9700 for Limited
  Duration Government Series
   and U. S. Government Securities Series)
   and (.9525 for Balanced Series)........................$4.54              $13.44         $2.72


</TABLE>


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


Since  commencement  of  operations,  Lord Abbett as our  principal  underwriter
received  net  commissions  after  allowance of a portion of the sales charge to
independent  dealers with respect to Class A shares of the Limited Duration U.S.
Government Securities Series and the Balanced Series as follows:


<TABLE>
<CAPTION>



                                              Year ended              Year ended       One month ended
Year ended
                                               October 31, 1995    October 31, 1996    November 30, 1996         November 30, 1997
                                               ----------------    ----------------    -----------------        -----------------


<S>                                  <C>                    <C>                      <C>         <C>     
Gross sales charge                   $205,002               $140,941                 $8,059      $269,184

Amount allowed
to dealers                           $192,792                $123,303            $7,068           $233,663
                                     ---------               ---------           ------           --------

Net Commissions received
by Lord Abbett                        $ 12,210                 $ 17,638          $ 991            $35,521
                                      ========                 ========       ==================-=======


</TABLE>




For the fiscal  years ended  November 30,  1995,  1996 and 1997,  Lord Abbett as
principal  underwriter  received net commissions after allowance of a portion of
the sales  charge to  independent  dealers with respect to Class A shares of the
Acquired Fund (and subsequent to July 12, 1996, the U.S.  Government  Securities
Series) as follows:
                        1995                1996                 1997
                      ----                  ----                ----

Gross sales charge   $8,891,483          $4,248,800         $1,469,770

Amount allowed
to dealers          $7,684,528           $3,623,071         $1,259,215
                     ----------         ----------     
Net Commissions
 received
by Lord Abbett     $1,206,955            $625,729           $210,555
                  ========              =======

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

ALTERNATIVE SALES ARRANGEMENTS

CLASSES OF SHARES.  The Fund offers investors five different  classes of shares.
This Prospectus offers four of those classes designated Class A, B, C and P. The
different  classes of shares  represent  investments  in the same  portfolio  of
securities but are subject to different  expenses and will likely have different
share prices.  Investors  should read this section  carefully to determine which
class represents the best investment option for their particular situation.

CLASS A SHARES.  If you buy Class A shares,  you pay an initial  sales charge on
investments  of less than $1 million (or on investments  for  employer-sponsored
retirement  plans under the Internal  Revenue Code  (hereinafter  referred to as
"Retirement Plans") with less than 100 eligible employees or on investments that
do not  qualify to be under a "special  retirement  wrap  program"  as a program
sponsored  by an  authorized  institution  showing  one or more  characteristics
distinguishing  it, in the opinion of Lord Abbett Distributor from a mutual fund
wrap fee program). If you purchase Class A shares as part of an investment of at
least $1 million (or for Retirement  Plans with at least 100 eligible  employees
or under a  special  retirement  wrap  program)  in  shares  of one or more Lord
Abbett-sponsored  funds,  you will not pay an initial sales  charge,  but if you
redeem  any of those  shares  within 24 months  after the month in which you buy
them, you may pay to the Fund a contingent  deferred sales charge ("CDSC") of 1%
except for redemptions under a special  retirement wrap program.  Class A shares
are subject to service and  distribution  fees that are  currently  estimated to
total  annually  approximately  0.23 of 1% of the annual net asset  value of the
Class A shares. The initial sales charge rates, the CDSC and the Rule 12b-1 plan
applicable to the Class A shares are described in "Buying Class A Shares" below.

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

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

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

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

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

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

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

For most investors who invest $1 million or more or for Retirement Plans with at
least 100 eligible employees or for investments pursuant to a special retirement
wrap program, in most cases Class A shares will be the most advantageous choice,
no matter how long you intend to hold your shares.  For that reason,  it may not
be suitable for you to place a purchase  order for Class B shares of $500,000 or
more or a purchase  order for Class C shares of $1,000,000 or more. In addition,
it may not be  suitable  for you to place an order for Class B or C shares for a
Retirement Plan with at least 100 eligible employees or for a special retirement
wrap program. You should discuss this with your financial advisor.

INVESTING  FOR THE LONGER TERM.  If you are  investing  for the longer term (for
example,  to provide  for future  college  expenses  for your  child) and do not
expect to need access to your money for seven years or more,  Class B shares may
be an appropriate  investment  option, if you plan to invest less than $100,000.
If you plan to invest more than $100,000 over the long term, Class A shares will
likely be more  advantageous than Class B shares or Class C shares, as discussed
above,  because of the effect of the expected  lower expenses for Class A shares
and the reduced initial sales charges available for larger  investments in Class
A shares under the Fund's Rights of Accumulation.  Of course, these examples are
based on approximations of the effect of current sales charges and expenses on a
hypothetical  investment  over  time,  and  should  not be  relied  on as  rigid
guidelines.

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

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


CLASS A, B AND C RULE 12B-1 PLANS. As described in the Prospectus,  the Fund has
adopted a Distribution  Plan and Agreement on behalf of each Series  pursuant to
Rule  12b-1 of the Act for each  class of  shares  available  in the  applicable
series: the "A Plan," the "B Plan" (U.S.  Government Securities Series only) and
the  "C  Plan,"  respectively.  In  adopting  each  Plan  and in  approving  its
continuance,  the Board of Trustees  has  concluded  that there is a  reasonable
likelihood  that each Plan will  benefit  its  respective  Class and such Class'
shareholders.  The expected benefits include greater sales and lower redemptions
of Class  shares,  which should  allow each Class to maintain a consistent  cash
flow, and a higher quality of service to shareholders by authorized institutions
than would otherwise be the case.  During the last fiscal year, the Fund accrued
or paid through Lord Abbett to authorized  institutions  $6,368,420  under the A
Plan,  $93,175 under the B Plan and $1,929,168 under the C Plan. Both the B Plan
and the C Plans were  adopted by the Fund  subsequent  to its last fiscal  year.
Lord Abbett used all amounts  received  under the A Plan for payments to dealers
for (i)  providing  continuous  services  to the Class A  shareholders,  such as
answering shareholder inquiries, maintaining records, and assisting shareholders
in making redemptions,  transfers,  additional  purchases and exchanges and (ii)
their assistance in distributing Class A shares of the Fund.

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

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

CLASS A SHARES. (all Series) As stated in the Prospectus, a CDSC is imposed with
respect  to  those   Class  A  shares  (or  Class  A  shares  of  another   Lord
Abbett-sponsored  fund or series  acquired  through  exchange of such shares) on
which a Series has paid the  one-time  1%  distribution  fee if such  shares are
redeemed out of the Lord Abbett-sponsored  family of funds within a period of 24
months from the end of the month in which the original sale occurred.

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

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

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

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

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

CLASS C SHARES (All Series). As stated in the Prospectus,  if Class C shares are
redeemed for cash before the first anniversary of their purchase,  the redeeming
shareholder  will be required to pay to the Series on behalf of Class C shares a
CDSC of 1% of the  lower of cost or the then net  asset  value of Class C shares
redeemed.  If such  shares are  exchanged  into the same  class of another  Lord
Abbett-sponsored  fund and subsequently redeemed before the first anniversary of
their  original  purchase,  the charge  will be  collected  by the other fund on
behalf of this Series' Class C shares.

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

With respect to Class A and Class B shares, no CDSC is payable on redemptions by
participants or beneficiaries from employer-sponsored retirement plans under the
Internal  Revenue  Code  for  benefit  payments  due  to  plan  loans,  hardship
withdrawals,  death,  retirement or  separation  from service and for returns of
excess  contributions to retirement plan sponsors With respect to Class A shares
purchased pursuant to a special  retirement wrap program,  no CDSC is payable on
redemptions  which continue or investments in another fund  participating in the
program.  In the case of Class A and Class C shares, the CDSC is received by the
Series and is intended to  reimburse  all or a portion of the amount paid by the
Series if the shares are redeemed  before the Series has had an  opportunity  to
realize the anticipated  benefits of having a long-term  shareholder  account in
the Series.  In the case of Class B shares,  the CDSC is received by Lord Abbett
Distributor   and  is  intended  to   reimburse   its   expenses  of   providing
distribution-related   service  to  the  Series  (including  recoupment  of  the
commission  payments made) in connection  with the sale of Class B shares before
Lord  Abbett  Distributor  has had an  opportunity  to realize  its  anticipated
reimbursement  by having such a long-term  shareholder  account subject to the B
Plan distribution fee.

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

In no event will the amount of the CDSC exceed the Applicable  Percentage of the
lesser of (i) the net asset value of the shares  redeemed  or (ii) the  original
cost of such  shares (or of the  Exchanged  Shares for which  such  shares  were
acquired). No CDSC will be imposed when the investor redeems (i) amounts derived
from  increases in the value of the account above the total cost of shares being
redeemed due to increases in net asset value,  (ii) shares with respect to which
no Lord  Abbett  fund or  series  paid a 12b-1  fee and,  in the case of Class B
shares,  Lord Abbett  Distributor  paid no sales charge or service or Series fee
(including  shares acquired through  reinvestment of dividend income and capital
gains distributions) or (iii) shares which, together with Exchanged Shares, have
been  held  continuously  for 24  months  from the end of the month in which the
original  sale  occurred (in the case of Class A shares);  for six years or more
(in the case of Class B shares)  or for one year or more (in the case of Class C
shares). In determining whether a CDSC is payable, (a) shares not subject to the
CDSC will be redeemed  before  shares  subject to the CDSC and (b) of the shares
subject to a CDSC, those held the longest will be the first to be redeemed.

EXCHANGES.  The Prospectus briefly describes the Telephone  Exchange  Privilege.
You  may   exchange   some  or  all  of  your  shares  for  those  of  (i)  Lord
Abbett-sponsored  funds  currently  offered  to the public  with a sales  charge
(front-end,  back-end or level),  (ii) GSMMF or (iii) AMMF, to the extent offers
and sales may be made in your state. You should read the prospectus of the other
fund before exchanging. In establishing a new account by exchange, shares of the
Fund being  exchanged  must have a value equal to at least the  minimum  initial
investment required for the 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 or AMMF  (unless  a sales  charge  (front-end,
back-end or level) was paid on the initial investment in a Lord Abbett sponsored
fund).  Exercise of the exchange privilege will be treated as a sale for federal
income tax purposes, and, depending on the circumstances,  a gain or loss may be
recognized. In the case of an exchange of shares that have been held for 90 days
or less where no sales charge is payable on the  exchange,  the  original  sales
charge incurred with respect to the exchanged  shares will be taken into account
in  determining  gain or loss on the  exchange  only to the extent  such  charge
exceeds the sales charge that would have been payable on the acquired shares had
they been acquired for cash rather than by exchange. The portion of the original
sales charge not so taken into  account will  increase the basis of the acquired
shares.

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

STATEMENT OF INTENTION.  Under the terms of the Statement of Intention to invest
$50,000 or more over a 13-month period as described in the Prospectus, shares of
Lord  Abbett-sponsored  funds (other than shares of LAEF, LASF, LARF, and GSMMF,
unless  holdings  in GSMMF  are  attributable  to shares  exchanged  from a Lord
Abbett-sponsored fund offered with a front-end,  back-end or level sales charge)
currently  owned by you are credited as  purchases  (at their  current  offering
prices  on the date  the  Statement  is  signed)  toward  achieving  the  stated
investment and reduced initial sales charges for Class A shares.  Class A shares
valued  at 5% of the  amount  of  intended  purchases  are  escrowed  and may be
redeemed to cover the  additional  sales charge  payable if the Statement is not
completed.  The Statement of Intention is neither a binding obligation on you to
buy, nor on the Fund to sell, the full amount indicated.

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

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

Our Class A shares also may be purchased at net asset value (a) at $1 million or
more,  (b) with  dividends and  distributions  from Class A shares of other Lord
Abbett-sponsored  funds,  except  for LARF,  LAEF and  LASF,  (c) under the loan
feature of the Lord  Abbett-sponsored  prototype 403(b) plan for share purchases
representing the repayment of principal and interest,  (d) by certain authorized
brokers, dealers, registered investment advisers or other financial institutions
who have entered into an agreement  with Lord Abbett  Distributor  in accordance
with  certain  standards   approved  by  Lord  Abbett   Distributor,   providing
specifically  for the use of our shares in particular  investment  products made
available for a fee to clients of such brokers,  dealers,  registered investment
advisers and other financial institutions, ("mutual fund wrap fee program"), (e)
by employees,  partners and owners of  unaffiliated  consultants and advisors to
Lord Abbett, Lord Abbett Distributor or Lord Abbett-sponsored  funds who consent
to such  purchase if such persons  provide  service to Lord Abbett,  Lord Abbett
Distributor  or such  funds on a  continuing  basis and are  familiar  with such
funds, (f) through  Retirement Plans with at least 100 eligible  employees,  (g)
our  Class A  shares  also may be  purchased  at net  asset  value,  subject  to
appropriate documentation, through a securities dealer where the amount invested
represents  redemption  proceeds from shares ("Redeemed Shares") of a registered
open-end management investment company not distributed or managed by Lord Abbett
(other than a money market fund),  if such  redemption has occurred no more than
60 days prior to the purchase of our shares,  the Redeemed  Shares were held for
at least six months  prior to  redemption  and the proceeds of  redemption  were
maintained in cash or a money market fund prior to purchase.  Purchasers  should
consider the impact, if any, of contingent deferred sales charges in determining
whether to redeem shares for subsequent  investment in our Class A shares.  Lord
Abbett may suspend,  change or terminate this purchase option referred to in (g)
above at any time,  we plan that on June 1,  1997 the net asset  value  transfer
privilege  will be  terminated,  and (h)  through  a  "special  retirement  wrap
program"   sponsored  by  an   authorized   institution   showing  one  or  more
characteristics  distinguishing  it, in the opinion of Lord  Abbett  Distributor
from a mutual  fund wrap  program.  Such  characteristics  include,  among other
things, the fact that an authorized  institution does not charge its clients any
fee of a consulting or advisory  nature that is  economically  equivalent to the
distribution  fee under Class A 12b-1 Plan and the fact that the program relates
to  participant-directed  Retirement  Plan with  respect to the U.S.  Government
Securities  Series  only,  . Shares  are  offered  at net  asset  value to these
investors for the purpose of promoting  goodwill with  employees and others with
whom Lord Abbett Distributor and/or the Fund has business relationships.

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

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

Our Board of  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.

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

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

SYSTEMATIC  WITHDRAWAL PLANS. The Systematic Withdrawal Plan (the "SWP") also is
described  in the  Prospectus.  You may  establish  a SWP if you own or purchase
uncertificated shares having a current offering price value of at least $10,000.
Lord Abbett prototype  retirement plans have no such minimum.  With respect to a
SWP for Class B shares, on redemptions over 12% per year, the CDSC will apply to
the entire  redemption.  Therefore,  please  contact the Fund for  assistance in
minimizing the CDSC in this situation . With respect to Class C shares, the CDSC
will be waived on and after the first  anniversary  of their  purchase.  The SWP
involves  the  planned  redemption  of shares on a periodic  basis by  receiving
either  fixed or  variable  amounts at  periodic  intervals.  Since the value of
shares  redeemed  may be more or  less  than  their  cost,  gain or loss  may be
recognized for income tax purposes on each periodic payment.  Normally,  you may
not make  regular  investments  at the same  time you are  receiving  systematic
withdrawal  payments because it is not in your interest to pay a sales charge on
new  investments  when in  effect  a  portion  of that  new  investment  is soon
withdrawn.  The minimum investment accepted while a withdrawal plan is in effect
is  $1,000.  The SWP may be  terminated  by you or by us at any time by  written
notice.

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

                                         6.
                                   Performance

Each Series computes the average annual compounded rate of total return for each
Class during specified  periods that would equate the initial amount invested to
the ending  redeemable  value of such  investment  by adding one to the computed
average  annual total return,  raising the sum to a power equal to the number of
years covered by the computation  and  multiplying  the result by $1,000,  which
represents a hypothetical initial investment.  The calculation assumes deduction
of the maximum sales charge (as described in the next paragraph) from the amount
invested  and   reinvestment   of  all  income   dividends   and  capital  gains
distributions  on  the  reinvestment  dates  at  net  asset  value.  The  ending
redeemable  value is determined by assuming a complete  redemption at the end of
the period(s) covered by the average annual total return computation.

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

Using the method to compute  average annual  compounded  total return  described
above, the total annual return for the Acquired Fund (and subsequent to July 12,
1996 for the U.S.  Government  Securities Series) for the one, five and ten year
periods  ended  November  30, 1997 were  1.60%,  5.22% and 7.85% for the Class A
shares.  The total  return for the Limited  Duration  Government  Series for the
period from November 4, 1993  (commencement of operations) to October 31, 1994 ,
the fiscal year ended  October 31, 1996 and fiscal year ended  November 30, 1997
were -6.00%,  4.90%, and -0.40% for the Class A shares.  For the period December
27, 1994 (commencement of operations) to October 31, 1995, the fiscal year ended
October 31, 1996, and the fiscal year ended November 30, 1997, the total returns
for the Balanced Series were 10.80%, 6.20%, and 8.80 % for the Class A shares.

The ending redeemable value of shares of the Limited Duration  Government Series
and the  Balanced  Series for the fiscal year  November 30, 1997 were $1,022 and
$1,088,  respectively.  The ending  redeemable values for the Acquired Fund (and
subsequent to July 12, 1996 for the U.S.  Government  Securities Series) for the
one, five and ten year periods ended  November 30, 1997 were $1,016,  $1,290 and
$2,129, respectively.

The  total  return  for  Class  C  shares  of the  Limited  Duration  Government
Securities and Balanced  Series for the period July 15, 1996 to October 31, 1996
,the one month ended  November 30, 1996,  and the fiscal year ended November 30,
1997 were 1.97% , 0.09%, 4.40% , and 6.72%, 3.65%, and 13.10% respectively.  The
total return for Class C shares of the U.S. Government Securities Series for the
period July 15, 1996 to November 30, 1996 and the fiscal year ended November 30,
1997 were 5.34% and 5.90%.

The total return for Class B shares of the U. S.  Government  Securities  Series
for the fiscal year ended November 30, 1997 was 1.28%.

Each Series'  yield  quotation is based on a 30-day  period ended on a specified
date, computed by dividing our net investment income per share earned during the
period by our  maximum  offering  price per share on the last day of the period.
This is determined by finding the following quotient: take the Series' dividends
and interest earned during the period minus its expenses  accrued for the period
and  divide by the  product of (i) the  average  daily  number of Series  shares
outstanding  during the period that were entitled to receive  dividends and (ii)
the Series' at maximum  offering  price per share on the last day of the period.
To this quotient add one. This sum is multiplied by itself five times.  Then one
is  subtracted  from the  product of the  multiplication  and the  remainder  is
multiplied  by two.  Yield for the Class A shares  reflects the deduction of the
maximum  initial  sales  charge,  but may also be shown  based on the Fund's net
asset  value per  share.  Yields  for Class B and C shares  do not  reflect  the
deduction  of the CDSC.  For the 30-day  period ended  November  30,  1997,  the
Limited  Duration  Government  Series and Balanced  Series yields were 4.60% and
2.12%, respectively. For the 30-day period ended on November 30, 1997, the yield
for the U.S. Government Securities Series was 4.54%.

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

                                         7.
                                      Taxes

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

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

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

                                       8.
                           Information About the Fund

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

GENERAL.  The assets of the Fund received for the issue or sale of the shares of
each Series and all income,  earnings,  profits,  and proceeds thereof,  subject
only to the rights of creditors,  are especially  allocated to each Series,  and
constitute the underlying  assets of such Series.  The underlying assets of each
Series are  recorded on the books of account of the Fund,  and are to be charged
with the liabilities with respect to such Series and with a share of the general
expenses of the Fund. Expenses with respect to the Fund are to be allocated in a
manner and on a basis  (generally in proportion to relative  assets) deemed fair
and equitable by the trustees. In the event of the dissolution or liquidation of
the Fund,  the holders of the shares of each Series are entitled to receive as a
class the underlying assets of such Series available for distribution.

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

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

The  directors,  trustees and officers of Lord  Abbett-sponsored  mutual  funds,
together  with the partners  and  employees  of Lord  Abbett,  are  permitted to
purchase and sell securities for their personal  investment account. In engaging
in  personal  securities  transactions,  however,  such  persons  are subject to
requirements  and  restrictions  contained  in the 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, 1997 and the report
of  Deloitte  & Touche  LLP,  independent  auditors,  on such  annual  financial
statements  contained  in the 1997  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.

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