LORD ABBETT INVESTMENT TRUST
485APOS, 1999-01-29
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                                                      1933 Act File No. 33-68090
                                                      1940 Act File No. 811-7988

                        SECURITIES & EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933         [X]

                           Pre-Effective Amendment No.                       [ ]

                         Post-Effective Amendment No. 20                     [X]

                                     and/or

           REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT           [X]
                                     OF 1940

                                Amendment No. 20                             [X]

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

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

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

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

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

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

      |_|   on (date) pursuant to paragraph (b) of

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

      |_|   on (date) pursuant to paragraph (a)(1)

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

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

If appropriate, check the following box:

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

            Prospectus    April 1, 1999

            Lord Abbett
            Balanced Fund

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

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

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

                               Table of Contents

                        The Fund                                           Page

                                    Goal/Approach                            2
                                    Main Risks                               3
                                    Past Performance                         4
                                    Fees and Expenses                        5

                        Your Investment

        Information for managing    Purchases                                6
               your fund account    Opening Your Account                     8
                                    Redemptions                              9
                                    Distributions and Taxes                  9
                                    Services For Fund Investors              9
                                    Sales Charges and Service Fees           11
                                    Management                               11

                        For More Information

               How to learn more    Other Investment Techniques              12
                  about the fund    Glossary of Shaded Terms                 14

                        Financial Information

                                    Financial Highlights                     16
     How to learn more about the    Recent Performance                       17
fund and other Lord Abbett funds    Broker Compensation                      17
                                    Back Cover                               18
<PAGE>

                                                        ------------------------
                                  Balanced Fund         Symbols: Class A - LABFX
                                                                 Class B - LABBX
                                                                 Class C - BFLAX

GOAL / APPROACH

      The Balanced Fund seeks current income and capital growth. To pursue its
      objective, the fund invests in a portfolio of five underlying funds
      managed by Lord Abbett.

Affiliated Fund

o     Uses quantitative research on a universe of large, seasoned companies to
      identify bargain stocks.

o     Uses fundamental research to determine a company's prospects for exceeding
      the earnings expectations reflected in its stock price.

Growth Opportunities Fund

o     Uses quantitative research on a universe of mid-sized companies to
      identify those with superior growth possibilities.

o     Uses fundamental research to verify companies likely to produce superior
      returns over a thirty-six month time frame, by analyzing the dynamics in
      each company within its industry and within the economy.

Bond-Debenture Fund

o     Invests in high yield debt securities, sometimes called "junk bonds,"
      which entail greater risks than investments in higher-rated debt
      securities.

o     Seeks unusual values, particularly in lower-rated debt securities, some of
      which are convertible into common stocks or have warrants to purchase
      common stocks.

U.S. Government
Securities Fund

o     Invests in U.S. Government Securities.

o     Seeks high current income consistent with reasonable risk, which means
      that it, over time, will have a volatility approximating that of the
      Lehman Government Bond Index.

Mid-Cap Value Fund

o     Focuses on stocks of mid-sized companies.

o     Attempts to identify undervalued stocks with potential for significant
      market appreciation from growing recognition of substantial improvement in
      financial results.

      The fund will decide in which of the underlying funds it will invest at
      any particular time, as well as the relative amounts invested in those
      funds. The fund may change the amounts invested in any or all of the
      underlying funds at any time, but will always have at least 65% of its
      assets in Affiliated Fund and Bond-Debenture Fund, taken together. In
      addition, it will always have at least 25% of its assets in Bond-Debenture
      Fund and U.S. Government Fund, taken together. As of this Prospectus, __%
      of the fund's assets were in Affiliated Fund, __% in Bond-Debenture Fund,
      __% in Mid-Cap Value Fund, __% in Growth Opportunities Fund and __% in
      U.S. Government Securities Fund.

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

Underlying funds: currently,

o     Lord Abbett Affiliated Fund ("Affiliated Fund")

o     Lord Abbett Bond Debenture Fund ("Bond Debenture Fund")

o     Lord Abbett Mid-Cap Value Fund ("Mid-Cap Value Fund")

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

o     Lord Abbett U.S. Government Securities Fund ("U.S. Government Securities
      Fund")

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

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

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

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

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

Middle-sized companies usually have market capitalizations of rough-


2 The Funds
<PAGE>

Main risks

      Stock Market Risks. Three of the underlying funds, Affiliated Fund, Growth
      Opportunities Fund and Mid-Cap Value Fund, are subject to stock market
      risk - i.e., the possibility that stock prices 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 Risks. Two of the underlying funds, Affiliated
      Fund and U.S. Government Securities Fund, invest primarily or exclusively
      in fixed-income securities and thus face interest rate risk and credit
      risk.

      o     Interest Rate Risk. Generally, the prices of fixed-income securities
            rise when interest rates fall and fall when interest rates rise.
            Longer-term bonds are usually more sensitive to interest rate
            changes. Put another way, the longer the maturity of a bond or other
            debt security, the greater the effect a change in interest rates is
            likely to have on the instrument's price.

      o     Credit Risk. The lower-rated bonds in which the Bond-Debenture Fund
            invests involve risks that the interest and principal payments may
            not be made. Some issuers may default as to principal and/or
            interest payments after the fund purchases their securities.

      The Fund and each underlying fund may take a temporary defensive position
      by investing some of our assets in short-time debt securities. This could
      reduce the benefits from any upswing in the market.

ly $500 million to $5 billion, but not less than $50 million.

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

High yield debt securities or "junk bonds" are rated BB/Ba or lower or unrated
and typically pay a higher yield than investment grade debt securities. These
bonds have a higher risk of default than invest-ment grade bonds and their
prices can be much more volatile.

U.S. government securities are obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

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


                                                                     The Funds 3
<PAGE>

PAST PERFORMANCE

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

                                 AWAITING DATA

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

Class                                                1 Year    Inception(i)

A                                                     0.00%       0.00%
- --------------------------------------------------------------------------------
B                                                     0.00%       0.00%
- --------------------------------------------------------------------------------
C                                                     0.00%       0.00% 
- --------------------------------------------------------------------------------
Merrill Lynch Wilshire Capital Market Index(ii)       0.00%       0.00%(iii)
- --------------------------------------------------------------------------------

Past performance is not a prediction of future results.

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

(i)   The dates of inception for class: A - 12/27/94; B- 5/1/98; and C -
      7/15/96.
(ii)  Performance for the unmanaged Merrill Lynch Wilshire Capital Market Index
      does not reflect transaction costs or management fees.
(ii)  Represents total returns for the period ____ ________, to correspond with
      class B and C inception dates.

FEES AND EXPENSES

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

================================================================================
Fee table
================================================================================
<TABLE>
<CAPTION>
                                                     Class A  Class B     Class C     Class P
<S>                                                   <C>      <C>          <C>        <C>
Shareholder Fees (Fees paid directly from your investment)
- ---------------------------------------------------------------------------------------------
Maximum Sales Charge on Purchases
- ---------------------------------------------------------------------------------------------
(as a % of offering price)                            5.75%    none         none       none
- ---------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (See "Purchases")        none   5.00%(2,5)   1.00%(3)    none
- ---------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses deducted from fund assets) (as a % of
average net assets)(1)
- ---------------------------------------------------------------------------------------------
Management Fees (See "Management")                    0.50%   0.50%        0.50%      0.00%
- ---------------------------------------------------------------------------------------------
Distribution and Service (12b-1 Fees)(4)              0.35%   1.00%        1.00%      0.00%
- ---------------------------------------------------------------------------------------------
Other Expenses (See "Management")                     0.00%   0.00%        0.11%      0.00%
- ---------------------------------------------------------------------------------------------
Total Operating Expenses                              0.85%   1.50%        1.50%      0.00%
- ---------------------------------------------------------------------------------------------
</TABLE>

      While each class of shares of the Balanced Fund is expected to operate
      with the direct total operating expenses shown under "management fees"
      above ("each Balanced class expense ratio"), shareholders in the Balanced
      Fund bear indirectly the Class Y share expenses of the underlying funds in
      which the Balanced Fund invests exclusively. The following chart provides
      the expense ratio for each of the underlying funds, as well as the
      percentage of the Balanced Fund's net assets invested in each underlying
      fund on November 30, 1998:

                                          underlying funds'   % of Balanced Fund
                                           expense ratios          net assets

Lord Abbett Affiliated Fund                    0.00%                    0%
- --------------------------------------------------------------------------------
Lord Abbett Bond-Debenture Fund                0.00%                    0%
- --------------------------------------------------------------------------------
Lord Abbett Mid-Cap Value Fund                 0.00%                    0%
- --------------------------------------------------------------------------------
Lord Abbett Growth Opportunities Fund          0.00%                    0%
- --------------------------------------------------------------------------------
Lord Abbett U.S. Government Securities Fund    0.00%                    0%
- --------------------------------------------------------------------------------
                                                                      100%
                                                              ==================

      Based on these figures, the average weighted Class Y share expense ratio
      for the underlying funds in which Balanced Fund invests is 0.00% (the
      "underlying expense ratio"). This figure is only an approximation of the
      Balanced Fund's underlying expense ratio, since its assets invested in
      each of the underlying funds changes daily.

Management fees are payable to Lord Abbett for the fund's investment management.
Total operating ex-penses in this situation are 0.35% (class A shares) and 1.00%
(class B and C shares).

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

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

- --------------------------------------------------------------------------------
(1)   The annual operating expenses have been restated from fiscal year amounts
      to reflect current fees.
(2)   5.00% if shares are redeemed before 1st anniversary of purchase, declining
      to 1% before 6th anniversary and eliminated on and after 6th anniversary.
(3)   1.00% if shares are redeemed before 1st anniversary of purchase.
(4)   Because 12b-1 distribution fees (up to: 0.35%- class A; 0.75%- classes B
      and C; and .20% - class P) are paid out on an ongoing basis, over time
      they will increase the cost of your investment and may cost you more than
      paying other types of sales charges. Service fees under each class's 12b-1
      Plan are up to 0.25%.
(5)   Class B shares will convert to class A shares on the eighth anniversary of
      your original purchase of class B shares.


4 The Funds
<PAGE>

================================================================================
Expense example
================================================================================

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

Share class                          1 Year     3 Years     5 Years     10 Years

Class A shares                        $000        $000        $000        $000
- --------------------------------------------------------------------------------
Class B shares(5)                     $000        $000        $000        $000
- --------------------------------------------------------------------------------
Class C shares                        $000        $000        $000        $000
- --------------------------------------------------------------------------------
Class P shares                        $000        $000        $000        $000
- --------------------------------------------------------------------------------

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

Class A shares                        $000        $000        $000        $000
- --------------------------------------------------------------------------------
Class B shares(5)                     $000        $000        $000        $000
- --------------------------------------------------------------------------------
Class C shares                        $000        $000        $000        $000
- --------------------------------------------------------------------------------
Class P shares                        $000        $000        $000        $000
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
(1)   The annual fund operating expenses have been restated from fiscal year
      amounts to reflect current fees.
(2)   5.00% if shares are redeemed before 1st anniversary of purchase, declining
      to 1% before 6th anniversary and eliminated on and after 6th anniversary.
(3)   1.00% if shares are redeemed before 1st anniversary of purchase.
(4)   Because 12b-1 distribution fees (up to: 0.35%- class A; 0.75%- class B and
      C; and .20% - class P) are paid out on an ongoing basis, over time they
      will increase the cost of your investment and may cost you more than
      paying other types of sales charges. Service fees under each class's 12b-1
      Plan equal are up to 0.25%.
(5)   Class B shares will convert to class A shares on the eighth anniversary of
      your original purchase of class B shares.


                                                                     The Funds 5
<PAGE>

                                Your Investment

PURCHASES

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

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

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

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

================================================================================
Front-End Sales Charges - Class A Shares
================================================================================

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

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

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

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

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

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

Share classes

Class A

o     normally offered with a front- end sales charge

Class B

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

o     higher annual expenses than class A shares

o     automatically convert to class A shares after eight years

Class C

o     no front-end sales charge

o     higher annual expenses than class A shares

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

Class P

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


6 Your Investment
<PAGE>

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

o     purchases of $1 million or more *

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

o     purchases under a Special Retirement Wrap Program *

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

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

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

o     purchases under a Mutual Fund Advisory Program

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

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

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

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

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

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

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

- --------------------------------------------------------------------------------
Contingent Deferred Sales Charges - Class B Shares
- --------------------------------------------------------------------------------

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

On                           Before
- --------------------------------------------------------------------------------
                             1st                              5.0%
- --------------------------------------------------------------------------------
1st                          2nd                              4.0%
- --------------------------------------------------------------------------------
2nd                          3rd                              3.0%
- --------------------------------------------------------------------------------
3rd                          4th                              3.0%
- --------------------------------------------------------------------------------
4th                          5th                              2.0%
- --------------------------------------------------------------------------------
5th                          6th                              1.0%
- --------------------------------------------------------------------------------
on or after the 6th(2)                                        None
- --------------------------------------------------------------------------------
(1)   Anniversary is the 365th day subsequent to a purchase or a prior
      anniversary.
(2)   Class B shares will automatically convert to class A shares on the eighth
      anniversary of the purchase of class B shares.
*     This may be subject to a Contingent Deferred Sales Charge ("CDSC").

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

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

Benefit Payment Documentation.
(Class A only)

o     under $50,000 - no documentation necessary

o     over $50,000 - reason for benefit payment must be received in writing. Use
      the address indicated under opening your account.

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

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

1.    shares acquired by reinvestment of dividends and capital gains

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

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


                                                               Your Investment 7
<PAGE>

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

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

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

      o     death of the shareholder (natural person)

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

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

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

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

OPENING YOUR ACCOUNT

      MINIMUM INITIAL INVESTMENT

      o     Regular account                                               $1,000

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

      o     Uniform Gift to Minor Account                                   $250

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

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

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

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

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

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

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


8 Your Investment
<PAGE>

REDEMPTIONS

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

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

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

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

      Normally a check will be mailed to the name and address in which the
      account is registered (or otherwise according to your instruction) within
      three business days after receipt of your redemption request. Your account
      balance must be sufficient to cover the amount being redeemed or your
      redemption order will not be processed. Redemptions of shares purchased by
      check will take up to 15 days.We will verify that the shares being
      redeemed (if purchased by check) were purchased at least 15 days earlier.

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

DISTRIBUTIONS AND TAXES

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

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

================================================================================
Federal Taxability Of Distributions

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

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

SERVICES FOR FUND INVESTORS

AUTOMATIC SERVICES

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

Small Accounts. Our Board may authorize closing any account in which there are
fewer than 25 shares if it is in a fund's best interest to do so.

Social Security and Railroad Retirement Benefit Recipients. Shareholders
receiving social security benefits and certain railroad re-tirement benefits may
be subject to federal income tax on up to 85% of such benefits as a result of
receiving investment income, including tax-exempt income (such as
exempt-interest dividends) and other distributions paid by each fund. The tax
will be imposed on up to one-half of such benefits only when the sum of the
recipient's adjusted gross income (plus miscellaneous adjustments), tax-exempt
interest income and one-half of social security income exceeds $25,000 for
individuals ($32,000 for individuals filing a joint return). The tax will be
imposed on up to 85% of such benefits only when such sum exceeds $34,000 for
individuals ($44,000 for individuals filing a joint return).

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

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

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


                                                               Your Investment 9
<PAGE>

================================================================================
For investing

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

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

For selling shares

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

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

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

================================================================================

OTHER SERVICES

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

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

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

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

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

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

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

Lord Abbett offers a variety of Retirement Plans.

Call 800-253-7299 for information about:

o     Traditional, Rollover, Roth and Education IRAs

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

o     Defined Contribution Plans

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

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

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


10 Your Investment
<PAGE>

SALES CHARGES AND SERVICE FEES

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

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

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

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

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

MANAGEMENT

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

      The fund pays Lord Abbett a monthly fee based on average daily net assets
      for each month. For the fiscal year ended November 30, 1998, the fee paid
      to Lord Abbett was at an annual rate of .__ of 1% for the fund. In
      addition, the fund pays all expenses not expressly assumed by Lord Abbett.

      Lord Abbett uses a team of portfolio managers and analysts acting together
      to manage the company's investments. Robert G. Morris, Lord Abbett
      Partner, Executive Vice President of the company, and Portfolio Manager of
      the fund has primary responsibility for the management of the fund's
      portfolio. He has been with Lord Abbett for over five years. He has over
      twenty-five years of investment experience.

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


                                                              Your Investment 11
<PAGE>

                              For More Information

OTHER INVESTMENT TECHNIQUES

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

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

      Affiliated Fund. The investment objective of the Affiliated Fund is
      long-term growth of capital and income without excessive fluctuations in
      market value. The Affiliated Fund uses quantitative research to identify
      those large, seasoned companies whose stocks it believes represent the
      best bargains, fundamental research to assess a company's operating
      environment, resources and strategic plans and to determine its prospects
      for exceeding the earnings expectations reflected in its stock price, and
      business cycle analysis to assess the economic and interest rate
      sensitivity of its portfolio.

      Bond-Debenture Fund. The investment objective of the Bond-Debenture Fund
      is high current income and the opportunity for capital appreciation to
      produce a high total return. Although the Bond-Debenture Fund normally
      invests in high yield debt securities, at least 20% of its assets must be
      invested in any combination of investment grade debt securities, U.S.
      government securities and cash equivalents.

      Borrowing. Each underlying fund other than the U.S. Government Fund may
      borrow from banks. If a fund borrows money, its share price may be subject
      to greater fluctuation until the borrowing is paid off. Each underlying
      fund may borrow only for temporary or emergency purposes, and not more
      than 331/3% of its total assets.

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

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

      Diversification. Each fund is a diversified fund, which means that with
      respect to 3/4 of 


12 Your Investment
<PAGE>

      its total assets, it will not purchase a security if, as a result, more
      than 5% of the fund's total assets would be invested in securities of a
      single issuer or the fund would hold more than 10% of the outstanding
      voting securities of the issuer. (Name of fund is a nondiversified mutual
      fund. This means that the fund may invest a greater portion of its assets
      in, and own a greater amount of the voting securities of, a single company
      than a diversified fund. This may expose the fund to greater risk.)

      Foreign Securities. These securities are not subject to the same degree of
      regulation and may be more volatile and less liquid than securities traded
      in major U.S. markets. This affect block trading. Foreign portfolio
      securities maybe traded on days when an underlying fund does not value
      them. Fund share prices could be affected on days an investor cannot
      purchase or sell shares. Other risks include less information on public
      companies, banks and governments; political and social instability;
      expropriations; higher transaction costs; currency fluctuations;
      nondeductable withholding taxes and different accounting and settlement
      practices.

      The Affiliated Fund may invest up to 10% of its assets, and the
      Bond-Debenture Fund up to 20% of its assets, measured at the time of
      investment in foreign securities.

      Growth Opportunities Fund. The Growth Opportunities Fund seeks capital
      appreciation, using a growth style of investing. This means that it favors
      companies that show the potential for stronger than expected earnings or
      growth.

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

      Mid-Cap Value Fund. The Mid-Cap Value Fund seeks capital appreciation,
      primarily by investing in common stocks of mid-sized companies, using a
      value approach to investing. The fund selects stocks based on capital
      appreciation potential, without regard to current income.

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

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

      U.S. Government Securities Fund. The investment objective of the U.S.
      Government Securities Fund is high current income consistent with
      reasonable risk. This means that the fund, over time, will have a
      volatility approximating that of the Lehman Government Bond Index. The
      fund does not seek growth of capital, but capital appreciation may result
      from efforts to secure high current income.

      When-Issued or Delayed Delivery Transactions: Each fund may purchase or
      sell securities with payment and delivery taking place as much as a month
      or more later. A fund would do this in effort to buy or sell the
      securities at an advantageous price and yield. The securities involved are
      subject to market fluctuation and no interest accrues 


                                                         For More Information 13
<PAGE>

      to the purchaser during the period between purchase and settlement. At the
      time of delivery of the securities, their market value may be less than
      the purchase price. Also, if a fund commits a significant amount of assets
      to when-issued or delayed delivery transactions, it may increase the
      volatility of the fund's net asset value.

GLOSSARY OF SHADED TERMS

      Additional Concessions. Lord Abbett Distributor may, for specified
      periods, allow dealers to retain the full sales charge for sales of shares
      or may pay an additional concession to a dealer who sells a minimum dollar
      amount of our shares and/or shares of other Lord Abbett-sponsored funds.
      In some instances, such additional concessions will be offered only to
      certain dealers expected to sell significant amounts of shares. Additional
      pay-ments may be paid from Lord Abbett Distributor's own resources or from
      distribution fees received from a fund and will be made in the form of
      cash or, if permitted, non-cash payments. The non-cash payments will
      include business seminars at Lord Abbett's headquarters or other
      locations, including meals and entertainment, or the receipt of
      merchandise. The cash payments may include payment of various business
      expenses of the dealer.

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

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

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

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

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

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

      Mutual Fund Advisory Program. Certain unaffiliated authorized brokers,
      dealers, 

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

o     In the case of the estate -

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

        [Date]

                  SIGNATURE GUARANTEED
                  MEDALLION GUARANTEED
                   NAME OF GUARANTOR

                    /s/ [ILLEGIBLE]
      ------------------------------------------------
                                  AUTHORIZED SIGNATURE
        ( 960 )                        X 9 8 0 3 4 7 0
      SECURITIES TRANSFER AGENTS MEDALLION PROGRAM(TM)
                                                    SR

o     In the case of the corporation - ABC Corporation

        Mary B. Doe

        By Mary B. Doe, President

        [Date]

                  SIGNATURE GUARANTEED
                  MEDALLION GUARANTEED
                   NAME OF GUARANTOR

                    /s/ [ILLEGIBLE]
      ------------------------------------------------
                                  AUTHORIZED SIGNATURE
        ( 960 )                        X 9 8 0 3 4 7 0
      SECURITIES TRANSFER AGENTS MEDALLION PROGRAM(TM)
                                                    SR


14 For More Information
<PAGE>

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

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

      Special Retirement Wrap Program. A program sponsored by an authorized
      institution showing one or more characteristics distinguishing it, in the
      opinion of Lord Abbett Distributor from a mutual fund 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 the class A 12b-1 Plan and the fact that the program relates to
      participant-directed Retirement Plans.

RECENT PERFORMANCE

      [Disclosure to be added]

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

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


                                                          For More Informtion 15
<PAGE>

                             Financial Information

FINANCIAL HIGHLIGHTS

      This table describes the fund's performance for the fiscal periods
      indicated. "Total return" shows how much your investment in the fund would
      have increased (or decreased) during each period, assuming you had
      reinvested all dividends and distributions. These Financial Highlights
      have been audited by Deloitte & Touche LLP, the fund's independent
      auditors, in conjunction with their annual audit of the fund's financial
      statements. Financial statements for the fiscal year ended November 30,
      1998 and the Independent Auditors' Report thereon appear in the Annual
      Report to Shareholders for the fiscal year ended November 30, 1998 and are
      incorporated by reference into the Statement of Additional Information,
      which is available upon request.

<TABLE>
<CAPTION>
==================================================================================================================
                                              Class A Shares    Class B Shares    Class C Shares    Class P Shares
                                                 -----------------------------------------------------------------
                                                                    Period Ended November 30,
Per Share Operating Performance:                  1998(b)           1998(b)           1998(b)           1998(b)
<S>                                              <C>               <C>               <C>               <C>     
Net asset value, beginning of period             $   0.00          $   0.00          $   0.00          $   0.00
- ------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations
- ------------------------------------------------------------------------------------------------------------------
 Net investment loss                                (0.00)(d)         (0.00)(d)         (0.00)(d)         (0.00)(d)
- ------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized
- ------------------------------------------------------------------------------------------------------------------
  loss on investments and foreign
- ------------------------------------------------------------------------------------------------------------------
  currency holdings                                 (0.00)            (0.00)            (0.00)            (0.00)
- ------------------------------------------------------------------------------------------------------------------
Total from investment operations                    (0.00)            (0.00)            (0.00)
- ------------------------------------------------------------------------------------------------------------------
Net asset value, end of period$0.00              $   0.00          $   0.00          $   0.00
- ------------------------------------------------------------------------------------------------------------------
Total Return(c)                                     (0.00)%           (0.00)%           (0.00)%           (0.00)%
- ------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:(c)
- ------------------------------------------------------------------------------------------------------------------
 Expenses, including waiver                          0.00%             0.00%             0.00%             0.00%
- ------------------------------------------------------------------------------------------------------------------
 Expenses, excluding waiver                          0.00%             0.00%             0.00%             0.00%
- ------------------------------------------------------------------------------------------------------------------
 Net investment income (loss)                       (0.00)%           (0.00)%            0.00%             0.00%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

================================================================================
                                           Period Ended November 30,
- --------------------------------------------------------------------------------
Supplemental Data For All Classes:  -----------------   1998   -----------------
Net assets, end of period (000)     ----------------- $106,279 -----------------
- --------------------------------------------------------------------------------
Portfolio turnover rate                                 0.01%
- --------------------------------------------------------------------------------
(a)   Total return does not reflect the deduction of front-end or contingent
      deferred sales charges.
(b)   From commencement of operations for each class of shares: December 27,
      1994 (class A). May 1, 1998 (class B), and July 15, 1996 (class C).
(c)   Not annualized.
(d)   Calculated using average shares outstanding during the period. See Notes
      to Financial Statements.


16 Financial Information
<PAGE>

LINE GRAPH COMPARISON

      Immediately below is a comparison of a $10,000 investment in class A
      shares to the same investment in the Merrill Lynch Wilshire Capital Market
      Index, assuming reinvestment of all dividends and distributions.

================================================================================

                                 AWAITING DATA

================================================================================

                Average Annual Total Return At Maximum Applicable
              Sales Charge For The Periods Ending November 30, 1998

                                 1 Year        5 Years        10 Years (or Life)
- --------------------------------------------------------------------------------
 Class A(4)                       0.00%         0.00%                0.00%
- --------------------------------------------------------------------------------
 Class C(6)                       0.00%         0.00%                0.00%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(1)   This shows total return which is the percent change in value, after
      deduction of the maximum initial sales charge of 5.75% applicable to class
      A shares, with all dividends and distributions reinvested for the periods
      shown ending November 30, 1998 using the SEC-required uniform method to
      compute such return.
(2)   Performance for the unmanaged Merrill Lynch Wilshire Capital Market Index
      does not reflect transaction costs, management fees or sales charges.
(3)   The class A shares were first offered on 12/27/94. Performance reflects
      the deduction of a CDSC of 4% (for 1 year) and 3% (for life of the class).
(4)   The class C shares were first offered on 12/29/97. Performance is at net
      asset value.


                                                        Financial Information 17
<PAGE>

COMPENSATION FOR YOUR DEALER

<TABLE>
<CAPTION>
====================================================================================================================================
                                  FIRST YEAR COMPENSATION

                            Front-end
                            sales charge                   Dealer's
                            paid by investors              concession                Service fee(1)            Total compensation(2)
Class A investments         (% of offering price)          (% of offering price)     (% of net investment)     (% of offering price)
====================================================================================================================================
<S>                     <C>                                       <C>                       <C>                       <C>  
Less than $50,000                  5.75%                          5.00%                     0.25%                     5.24%
- ------------------------------------------------------------------------------------------------------------------------------------
$50,000 - $99,999                  4.75%                          4.00%                     0.25%                     4.24%
- ------------------------------------------------------------------------------------------------------------------------------------
$100,000 - $249,999                3.75%                          3.25%                     0.25%                     3.49%
- ------------------------------------------------------------------------------------------------------------------------------------
$250,000 - $499,999                2.75%                          2.25%                     0.25%                     2.49%
- ------------------------------------------------------------------------------------------------------------------------------------
$500,000 - $999,999                2.00%                          1.75%                     0.25%                     2.00%
- ------------------------------------------------------------------------------------------------------------------------------------
$1 million or more(3) or Retirement Plan - 100 or more                                                    
eligible employees(3) or Special Retirement Wrap Program(3)
- ------------------------------------------------------------------------------------------------------------------------------------
First $5 million        no front-end sales charge                 1.00%                     0.25%                     1.25%
- ------------------------------------------------------------------------------------------------------------------------------------
Next $5 million         above thatno front-end sales charge       0.55%                     0.25%                     0.80%
- ------------------------------------------------------------------------------------------------------------------------------------
Next $40 million        above thatno front-end sales charge       0.250%                    0.25%                     0.50%
- ------------------------------------------------------------------------------------------------------------------------------------
Over $50 million        no front-end sales charge                 0.025%                    0.25%                     0.275%
====================================================================================================================================
Class B investments                                                 Paid at time of sale (% of net asset value)
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts             no front-end sales charge                 3.75%                     0.25%                     4.00%
====================================================================================================================================
Class C investments
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts             no front-end sales charge                  0.75%                    0.25%                      1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Class P investments                                                 Percentage of average net assets
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts             no front-end sales charge                  0.25%                    0.20%                      0.45%
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
====================================================================================================================================
                                   ANNUAL COMPENSATION AFTER FIRST YEAR

Class A investments
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                        <C>                       <C>                        <C>  
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%                      1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Class P investments                                                 Percentage of average net assets
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts             no front-end sales charge                   0.25%                    0.20%                      0.45%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   The service fee for class A shares is paid quarterly. The first year's
      service fee on class B and C shares is paid at the time of sale.
(2)   Reallowance/concession percentages and service fee percentages are
      calculated from different amounts, and therefore may not equal total
      compensation percentages if combined using simple addition. Additional
      concessions may be paid to Authorized Institutions from time to time.
(3)   Concessions are paid at the time of sale on all class A shares sold during
      any 12-month period starting from the day of the first net asset value
      sale. With respect to (a) class A share purchases at $1 million or more,
      sales qualifying at such level under rights of accumulation and statement
      of intention privileges are included and(b) for Special Retirement Wrap
      programs, only new sales are eligible and exchanges into the fund are
      excluded.
(4)   With respect to class B and C shares, 0.25% and 1.00%, 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 Class C shares for
      fixed-income series, 0.10% of the average 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 & Co. uses 0.10% for expenses primarily
      intended to result in the sale of such series' shares. CDSC revenues
      collected may be used to fund commission payments when there is no initial
      sales charge.


18 Financial Information
<PAGE>

                              For More Information

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

ANNUAL/SEMI-ANNUAL REPORT

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

STATEMENT OF ADDITIONAL INFORMATION ("SAI")

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

To obtain information:

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

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

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

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

SEC
http://www.sec.gov

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

      Balanced Fund

      The General Motors Building
      767 Fifth Avenue
      New York, NY 10153-0203
      ---------------------------
      SEC file number: 811-7988

================================================================================

                                                            -----------------
                                                                BULK RATE   
                                                              U.S. POSTAGE
                                                                  PAID
                                                             PERMIT NO. 2405
                                                             NEW YORK, N.Y.
                                                            -----------------
<PAGE>

            Prospectus     April 1, 1999

            Lord Abbett
            Limited Duration U.S.
            Government Securities Fund

            Lord Abbett
            U.S. Government
            Securities Fund

            Lord Abbett
            High Yield Fund

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

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

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

                               Table of Contents

                                                                            Page

                        The Funds

   Information about the goal/      High Yield Fund                          2
    approach, main risks, past      Limited Duration U.S.
performance, fees and expenses        Government Securities Fund             4
                                    U.S. Government Securities Fund          6

                                Your Investment

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

                              For More Information

             How to learn more      Other Investment Techniques              15
               about the funds      Glossary of Shaded Terms                 15

                        Financial Information

       Financial highlights of      High Yield                               18
                 each fund and      Limited Duration U.S.
           broker compensation         Government Securities Fund            20
                                    U.S. Government Securities Fund          22
                                    Recent Performance                       24

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

                                                         -----------------------
                                       High Yield Fund   Symbols: Class A -
                                                                  Class B -
                                                                  Class C -

GOAL / APPROACH

      The Fund seeks high current income and the opportunity for capital
      appreciation to produce a high total return. Normally, we invest in
      lower-rated debt securities, sometimes called "junk bonds,"which entail
      greater risks than investments in higher-rated debt securities.

      We believe that a high total return (current income and capital
      appreciation) may be derived from an actively managed, diversified
      security portfolio. Under normal circumstances, we invest at least 65% of
      our total assets in lower-rated debt securities, some of which are
      convertible into common stock or have warrants to purchase common stock.

      We seek unusual values, particularly in lower-rated debt securities, some
      of which are convertible into common stocks or have warrants to purchase
      common stocks. Higher yield on debt securities can occur during periods of
      inflation when the demand for borrowed funds is high. Also, buying
      lower-rated bonds when the credit risk is above average but, we think,
      likely to decrease, may generate higher yields.

MAIN RISKS

      The lower-rated bonds in which the fund invests involve risks that
      interest and principal payments may not be made. Some issuers may default
      as to principal and/or interest payments after we purchase their
      securities. Through portfolio diversification, good credit analysis and
      attention to current developments and trends in interest rates and
      economic conditions, we attempt to reduce investment risk, but losses may
      occur. In addition, the value of your investment will change as interest
      rates fluctuate. When interest rates decline, share value may rise. When
      interest rates rise, share value may decline. The fund uses investment
      practices, such as investments in foreign securities, illiquid securities
      and other securities, that could adversely affect performance.

     While typically fully invested, we may take a temporary defensive position
     by investing some of our assets in short-term debt securities. This could
     reduce the benefit from any upswing in the market.

We or the fund refers to Lord Abbett High Yield Fund ("High Yield"), Lord Abbett
Limited Duration U.S. Government Securities Fund ("Limited Duration") or Lord
Abbett U.S. Government Securities Fund ("U.S. Government"). Each fund is a
portfolio of Lord Abbett Investment Trust (the "company"), which operates
through its officers under the supervision of its Board, with the advice of
Lord, Abbett & Co.("Lord Abbett"), its investment manager.

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

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

High Yield Debt Securities. The fund may invest all of its assets in high yield
debt securities. High yield debt securities or "junk bonds" are rated BB/Ba or
lower and typically pay a higher yield than investment grade debt securities.
These bonds have a higher risk of default than investment grade bonds and their
prices can be much more volatile.

Foreign Securities. Foreign securities are securities primarily traded in
countries outside the United States. These securities are not subject to the
same degree of regulation and may be more volatile and less liquid than
securities traded in major U.S. markets. Other considerations include political
and social instability, expropriations, higher transaction costs, currency
fluctuations, nondeductable withholding taxes and different settlement
practices.


2 The Funds
<PAGE>

                                                                 High Yield Fund

PAST PERFORMANCE

      Because the High Yield Fund began operations on December _, 1998, there is
      no bar chart or table of performance.

FEES AND EXPENSES

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

================================================================================
Fee table
================================================================================

<TABLE>
<CAPTION>
                                           Class A   Class B        Class C     Class P
<S>                                         <C>      <C>             <C>         <C>  
Shareholder Fees (Fees paid directly 
from your investment)
- ---------------------------------------------------------------------------------------
Maximum Sales Charge on Purchases
- ---------------------------------------------------------------------------------------
(as a % of offering price)                  4.75%     none           none        none
- ---------------------------------------------------------------------------------------
Maximum Deferred Sales Charge 
(See "Purchases")                           none      5.00%(2)(5)    1.00%(3)    none
- ---------------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses deducted from fund assets) (as a % of
average net assets)(1)
- ---------------------------------------------------------------------------------------
Management Fees (See "Management")          0.60%    0.60%           0.60%       0.00%
- ---------------------------------------------------------------------------------------
Distribution and Service (12b-1 Fees)(4)    0.35%    1.00%           1.00%       0.00%
- ---------------------------------------------------------------------------------------
Other Expenses (See "Management")           0.25%    0.25%           0.25%       0.00%
- ---------------------------------------------------------------------------------------
Total Operating Expenses                    1.20%    1.85%           1.85%       0.00%
- ---------------------------------------------------------------------------------------
</TABLE>

================================================================================
Expense example
================================================================================

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

Share class          1 Year         3 Years          5 Years         10 Years

Class A shares        $560             $750            $000            $000
- --------------------------------------------------------------------------------
Class B shares(5)     $660             $810            $000            $000
- --------------------------------------------------------------------------------
Class C shares        $260             $510            $000            $000
- --------------------------------------------------------------------------------
Class P shares        $000             $000            $000            $000
- --------------------------------------------------------------------------------

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

Class A shares        $560             $750            $000            $000
- --------------------------------------------------------------------------------
Class B. shares(5)    $160             $510            $000            $000
- --------------------------------------------------------------------------------
Class C shares        $160             $510            $000            $000
- --------------------------------------------------------------------------------
Class P shares        $000             $000            $000            $000
- --------------------------------------------------------------------------------

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

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

While stocks have historically been a leading choice of long-term investors,
they fluctuate in price. The value of your investment in the fund will go up and
down, which means that you could lose money.

Past performance is not a prediction of future results.

- --------------------------------------------------------------------------------
(i)   The dates of inception for each class are as follows: A - 11/30/98;
      B-11/30/98; and C - 11/30/98.

Management fee: The fee paid to Lord Abbett for the fund's investment
management.

12b-1 fees: 12b-1 refers to the federal securities regulation that permits funds
to pay distribution fees for activities that are primarily intended to result in
the sale of fund shares and service fees for shareholder account service and
maintenance.

Other expenses: Fees paid by the fund for miscellaneous items such as transfer
agency, custody, accounting, legal and share registration fees.

- --------------------------------------------------------------------------------
(1)   The annual operating expenses have been restated from fiscal year amounts
      to reflect current fees.
(2)   5.00% if shares are redeemed before 1st anniversary of purchase, declining
      to 1% before 6th anniversary and eliminated on and after 6th anniversary.
(3)   1.00% if shares are redeemed before 1st anniversary of purchase.
(4)   Because 12b-1 distribution fees (up to: 0.25%- class A and 0.75%- class C)
      are paid out of the fund's assets on an on-going basis, over time these
      fees will increase the cost of your investment and may cost you more than
      paying other types of sales charges. Service fees under each class's 12b-1
      Plan equal up to 0.25%.
(5)   Class B shares will automatically convert to class A shares on the eighth
      anniversary of your original purchase of class B shares.


                                                                     The Funds 3
<PAGE>

                                                        ------------------------
                                Limited Duration Fund   Symbols: Class A - LALDX
                                                                 Class C - LDLAX

GOAL / APPROACH

      The fund's investment objective is to seek a high level of income from a
      portfolio consisting primarily of limited duration U.S. Government
      securities.

      To pursue its goal, the fund primarily invest in short- and intermediate-
      duration U.S. Government securities which the fund expects would result in
      a high level of income. Investments of the fund 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 its instrumentalities.
      These obligations issued by U.S. Government agencies include:

      o     Federal Home Loan Banks

      o     FHLMC's, FNMA's and GNMA's

      o     Mortgage-backed securities issued or guaranteed by the U.S.
            Government, its agencies or instrumentalities, including "component
            securities"

MAIN RISKS

      The U.S. Government securities in which the fund invest are guaranteed as
      to timely payments of interest and principal. However, the market price
      for these securities are not guaranteed and will fluctuate. The Fund does
      not seek to maintain a stable net asset value, and may not be able to
      return dollar-for-dollar the money invested. Such securities will not
      protect investors against price changes due to changing interest rates.
      The value of shares of the fund will change as the general levels of
      interest rates fluctuate. When interest rates decline, share value
      generally rises. Conversely, when rates rise, share value generally
      declines. The fund may employ other investment practices, such as
      investing in illiquid and other securities, which could adversely affect
      performance.


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

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

Mortgage-backed securities directly or indirectly represent a participation in,
or are secured by and payable from, mortgage loans secured by real property. The
price of a mortgage-backed securities may be significantly affected by changes
in interest rates. Some mortgage-backed securities have structures that make
their reaction to interest rates and other factors difficult to predict, making
their prices very volatile.

While stocks have historically been a leading choice of long-term investors,
they fluctuate in price. The value of your investment in the fund will go up and
down, which means that you could lose money.


4 The Funds
<PAGE>

                                Limited Duration U.S. Government Securities Fund

PAST PERFORMANCE

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

                                 AWAITING DATA

================================================================================

      The table below shows a comparison of the fund's class A and C average
      annual total return to that of the Lipper's Short U.S. Government Fund
      Index, Lipper's Intermediate U.S. Government Fund Index, and the Lehman
      Intermediate Government Bond Index. Fund returns assume reinvestment of
      dividends and distributions and payment of the maximum applicable
      front-end or deferred sales charge. All periods end on December 31, 1998.

Class                                   1 Year   5 Years  10 Years Inception(i)

A                                        0.00%    0.00%     0.00%     0.00%
- --------------------------------------------------------------------------------
C                                        0.00%    0.00%     0.00%     0.00% 
- --------------------------------------------------------------------------------
Lipper's Short U.S. Gov't Fund Index, Lipper's Intermediate U.S. Gov't Fund
Index and the Lehman Intermediate Gov't 
Bond Index(ii)                           0.00%    0.00%     0.00%     0.00%
- --------------------------------------------------------------------------------

Past performance is not a prediction of future results.

- --------------------------------------------------------------------------------
(i)   The dates of inception for each class are as follows: A -11/4/93; and C
      -7/15/96.
(ii)  Performance for the unmanaged Lipper's Short U.S. Government Fund Index,
      Lipper's Intermediate U.S. Government Fund Index, and the Lehman
      Intermediate Government Bond Index does not reflect transaction costs or
      management fees.

FEES AND EXPENSES

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

================================================================================
Fee table
================================================================================

                                         Class A      Class C       Class P

Shareholder Fees (Fees paid directly from your investment)
- --------------------------------------------------------------------------------
Maximum Sales Charge on Purchases
- --------------------------------------------------------------------------------
(as a % of offering price)                  3.00%        none          none
- --------------------------------------------------------------------------------
Maximum Deferred Sales Charge 
(See "Purchases")                           none         1.00%(2)      none
- --------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses deducted from fund assets) (as a % of
average net assets)(1)
- --------------------------------------------------------------------------------
Management Fees (See "Management")          0.50%        0.05%         0.50%
- --------------------------------------------------------------------------------
Distribution and Service (12b-1 Fees)(3)    0.35%        1.00%         0.45%
- --------------------------------------------------------------------------------
Other Expenses (See "Management")           0.49%        0.00%         0.00%
- --------------------------------------------------------------------------------
Total Operating Expenses                    0.49%        0.00%         0.00%
- --------------------------------------------------------------------------------

================================================================================
Expense example
================================================================================

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

Share class          1 Year         3 Years          5 Years         10 Years

Class A shares        $350            $450             $570            $900
- --------------------------------------------------------------------------------
Class C shares        $260            $470             $810            $1,780
- --------------------------------------------------------------------------------
Class P shares        $000            $000             $000            $000
- --------------------------------------------------------------------------------

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

Class A shares        $350            $450             $570            $900
- --------------------------------------------------------------------------------
Class C shares        $150            $470             $810            $1,780
- --------------------------------------------------------------------------------
Class P shares        $000            $000             $000            $000
- --------------------------------------------------------------------------------

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

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

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

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

- --------------------------------------------------------------------------------
(1)   The annual operating expenses have been restated from fiscal year amounts
      to reflect current fees.
(2)   1.00 if shares are redeemed before 1st anniversary of purchase.
(3)   Because 12b-1 distribution fees (up to: 0.25%- class A and 0.75%- class C)
      are paid out of the fund's assets on an on-going basis, over time these
      fees will increase the cost of your investment and may cost you more than
      paying other types of sales charges. Service fees under each class's 12b-1
      Plan equal up to 0.25%.


                                                                     The Funds 5
<PAGE>

                                                        ------------------------
                                 U.S. Government Fund   Symbols: Class A - LAGVX
                                                                 Class B - LAVBX
                                                                 Class C - LAUSX

GOAL / APPROACH

      The fund's investment objective is high current income consistent with
      reasonable risk.

      To pursue its goal, the fund invests in obligations issued by the U.S.
      Treasury and certain obligations issued or guaranteed by U.S. Government
      agencies or its instrumentalities. Such investments provide substantial
      protection against credit risks.

MAIN RISKS

      The market price for U.S. Government securities is not guaranteed and will
      fluctuate. Such securities will not protect investors against price
      changes due to changing interest rates. The value of fund shares 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 fund may employ other investment practices
      such as investment in illiquid and other securities, that could adversely
      affect performance.

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

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

Reasonable risk is the volatility the fund has over time which we believe will
approximate the Lehman Brothers Government Bond Index.

While stocks have historically been a leading choice of long-term in-vestors,
they fluctuate in price. The value of your investment in the fund will go up and
down, which means that you could lose money.


6 The Funds
<PAGE>

                                                            U.S. Government Fund

PAST PERFORMANCE

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

                                 AWAITING DATA

================================================================================

Class                                          1 Year               Inception(i)

A                                               0.00%                 0.00%
- --------------------------------------------------------------------------------
B                                               0.00%                 0.00%
- --------------------------------------------------------------------------------
C                                               0.00%                 0.00%
- --------------------------------------------------------------------------------
Lipper's General U.S. Gov't Bond Fund Index
Lehman Gov't Bond Index(ii)                     0.00%                 0.00%
- --------------------------------------------------------------------------------

Past performance is not a prediction of future results.

- --------------------------------------------------------------------------------
(i)   The dates of inception for each class are as follows: A -7/15/96; B -
      8/1/96; and C -7/15/96.
(ii)  Performance for the unmanaged Lipper's General U.S. Government Bond Fund
      Index and the Lehman Government Bond Index do not reflect transaction
      costs or management fees.

================================================================================
      The table below shows a comparison of the fund's class A, B and C average
      annual total return to that of the Lipper's General U.S. Government Bond
      Fund Index, and the Lehman Government Bond Index which has no sales
      charges. Fund returns assume reinvestment of dividends and distributions
      and payment of the maximum applicable front-end or deferred sales charge.
      All periods end on December 31, 1998.

FEES AND EXPENSES

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

================================================================================
Fee table
================================================================================

<TABLE>
<CAPTION>
                                        Class A   Class B      Class C     Class P
<S>                                       <C>      <C>           <C>        <C>  
Shareholder Fees (Fees paid directly 
from your investment)
- ----------------------------------------------------------------------------------
Maximum Sales Charge on Purchases
- ----------------------------------------------------------------------------------
(as a % of offering price)                3.00%    none          none       none
- ----------------------------------------------------------------------------------
Maximum Deferred Sales Charge                                               
(See "Purchases")                         none     5.00%(2)(5)   1.00%(3)   none
- ----------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses deducted from fund as sets)        
(as a % of average net assets)(1)                                           
- ----------------------------------------------------------------------------------
Management Fees (See "Management")        0.50%    0.75%         0.75%      0.50%
- ----------------------------------------------------------------------------------
Distribution and Service (12b-1 Fees)(4)  0.35%    1.00%         1.00%      0.45%
- ----------------------------------------------------------------------------------
Other Expenses (See "Management")         0.49%    0.31%         0.49%      0.00%
- ----------------------------------------------------------------------------------
Total Operating Expenses                  0.49%    2.06%         1.49%      0.00%
- ----------------------------------------------------------------------------------
</TABLE>

================================================================================
Expense example
================================================================================

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

Share class          1 Year         3 Years          5 Years         10 Years

Class A shares        $350             $450            $570            $900
- --------------------------------------------------------------------------------
Class B shares(5)     $000             $000            $000            $000
- --------------------------------------------------------------------------------
Class C shares        $260             $470            $810            $1,780
- --------------------------------------------------------------------------------
Class P shares        $000             $000            $000            $000
- --------------------------------------------------------------------------------

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

Class A shares        $350             $450            $570            $900
- --------------------------------------------------------------------------------
Class B. shares(5)    $0               $0              $0              $0
- --------------------------------------------------------------------------------
Class C shares        $150             $470            $810            $1,780
- --------------------------------------------------------------------------------
Class P shares        $000             $000            $000            $000
- --------------------------------------------------------------------------------

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

Management fee: The fee paid to Lord Abbett for the fund's investment
management.

12b-1 fees: 12b-1 refers to the federal securities regulation that permits funds
to pay distribution fees for activities that are primarily intended to result in
the sale of fund shares and service fees for shareholder account service and
maintenance.

Other expenses: Fees paid by the fund for miscellaneous items such as transfer
agency, custody, accounting, legal and share registration fees.

- --------------------------------------------------------------------------------
(1)   The annual operating expenses have been restated from fiscal year amounts
      to reflect current fees.
(2)   5.00% if shares are redeemed before 1st anniversary of purchase, declining
      to 1% before 6th anniversary and eliminated on and after 6th anniversary.
(3)   1.00% if shares are redeemed before 1st anniversary of purchase.
(4)   Because 12b-1 distribution fees (up to: 0.25%- class A; 0.75%- class B and
      C; and .20% class P) are paid out of the fund's assets on an on-going
      basis, over time they will increase the cost of your investment and may
      cost you more than paying other types of sales charges. Service fees under
      each class's 12b-1 Plan equal up to 0.25%.
(5)   Class B shares will automatically convert to class A shares on the eighth
      anniversary of your original purchase of class B shares.


                                                                     The Funds 7
<PAGE>

                                Your Investment

PURCHASES

      This Prospectus offers three classes of shares, classes A, C and P for the
      Limited Duration U.S. Government Securities Fund and four classes of
      shares, classes A, B, C and P for each of the U.S. Government Securities
      Fund and the High Yield Fund. Although a fund may have more than one class
      of shares, these different classes represent investments in the same
      portfolio of securities but are subject to different expenses. Our shares
      are continuously offered. The offering price is based on the Net Asset
      Value ("NAV") per share next determined after we receive your purchase
      order submitted in proper form. A front-end sales charge is added to the
      NAV, in the case of the class A shares. There is no front-end sales charge
      although there is a CDSC in the case of the class B and C shares, as
      described below.

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

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

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

================================================================================
Front-End Sales Charges - Class A Shares
(Limited Duration Fund only)
================================================================================

                        As a % of           As a % of       To Compute Offering
Your Investment      Offering Price      Your Investment  Price of Divide 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   0.50%                0.50%              .9950
- --------------------------------------------------------------------------------
$10,000,000 or more         0.25%               0.25%              .9975
- --------------------------------------------------------------------------------

================================================================================
Front-End Sales Charges - Class A Shares
(U.S. Government Fund Only)
================================================================================

                        As a % of           As a % of       To Compute Offering
Your Investment      Offering Price      Your Investment  Price of Divide NAV by
================================================================================

Less than $50,000        4.75%                4.99%                .9525
- --------------------------------------------------------------------------------
$50,000 to $99,999       4.75%                4.99%                .9525
- --------------------------------------------------------------------------------
$100,000 to $249,999     3.75%                3.90%                .9625
- --------------------------------------------------------------------------------
$250,000 to $499,999     2.75%                2.83%                .9725
- --------------------------------------------------------------------------------
$500,000 to $999,999     2.00%                2.04%                .9800
- --------------------------------------------------------------------------------
$1,000,000 and over      No Sales Charge                          1.0000
- --------------------------------------------------------------------------------

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

Share classes

Class A

o     normally offered with a front- end sales charge

Class B

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

o     higher annual expenses than class A shares

o     automatically convert to class A shares after eight years

Class C

o     no front-end sales charge

o     higher annual expenses than class A shares

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

Class P

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


8 Your Investment
<PAGE>

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

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

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

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

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

o     purchases of $1 million or more [*]

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

o     purchases under a Special Retirement Wrap Program [*]

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

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

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

o     purchases under a Mutual Fund Advisory Program

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

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

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

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

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

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

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

* May be subject to a Contingent Deferred Sales Charge ("CDSC").

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

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

Benefit Payment Documentation.
(Class A only)

o     under $50,000 - no documentation necessary

o     over $50,000 - reason for benefit payment must be received in writing. Use
      the address indicated under opening your account.

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

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

1. shares acquired by reinvestment of dividends and capital gains

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

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


                                                               Your Investment 9
<PAGE>

================================================================================
Contingent Deferred Sales Charges - Class B Shares
(High Yield Fund and U.S. Government Fund only)
================================================================================

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

On                          Before
- --------------------------------------------------------------------------------
                            1st                         5.0%
- --------------------------------------------------------------------------------
1st                         2nd                         4.0%
- --------------------------------------------------------------------------------
2nd                         3rd                         3.0%
- --------------------------------------------------------------------------------
3rd                         4th                         3.0%
- --------------------------------------------------------------------------------
4th                         5th                         2.0%
- --------------------------------------------------------------------------------
5th                         6th                         1.0%
- --------------------------------------------------------------------------------
on or after the 6th(2)                                  None
- --------------------------------------------------------------------------------

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

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

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

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

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

      o     death of the shareholder (natural person)

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

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

      Class C Share CDSC (High Yield and U.S. Government Fund only). The 1% CDSC
      for class C shares normally applies if you redeem your shares before the
      first anniversary of your original purchase.

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

OPENING YOUR ACCOUNT

      MINIMUM INITIAL INVESTMENT

      o Regular account (Limited Duration and High Yield)                 $1,000
        (U.S. Government)                                                   $500

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

      o Uniform Gift to Minor Account                                       $250

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


10 Your Investment
<PAGE>

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

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

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

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

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

REDEMPTIONS

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

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

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

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

      Normally a check will be mailed to the name and address in which the
      account is registered (or otherwise according to your instruction) within
      three business days after receipt of your redemption request. Your account
      balance must be sufficient to cover the amount being redeemed or your
      redemption order will not be processed. Redemptions of shares purchased by
      check will take up to 15 days.We will verify that the shares being
      redeemed (if purchased by check) were purchased at least 15 days earlier.

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

DISTRIBUTIONS AND TAXES

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

Small Accounts. Our Board may authorize closing any account in which there are
fewer than 25 shares if it is in a fund's best interest to do so.

Social Security and Railroad

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

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

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


                                                              Your Investment 11
<PAGE>

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

================================================================================
Federal Taxability Of Distributions


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

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

SERVICES FOR FUND INVESTORS

AUTOMATIC SERVICES

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

      ==========================================================================

      For investing

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

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

      For selling shares

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

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

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

================================================================================

OTHER SERVICES

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

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

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

o     Traditional, Rollover, Roth and Education IRAs

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

o     Defined Contribution Plans

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

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

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


12 Your Investment
<PAGE>

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

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

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

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

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

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

SALES CHARGES AND SERVICE FEES

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

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

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

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

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


                                                              Your Investment 13
<PAGE>

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

MANAGEMENT

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

      The fund pays Lord Abbett a monthly fee based on the average daily net
      assets for each month. For the fiscal year ended November 31, 1998, the
      fee paid to Lord Abbett was at an annual rate of .00 of 1%. In addition,
      the fund pays all expenses not expressly assumed by Lord Abbett.

      High Yield Fund. Christopher J. Towle, Partner of Lord Abbett and
      Executive Vice President and Co-Portfolio Manager of the Fund, is
      primarily responsible for the day-to-day management of the Fund. Mr. Towle
      has been with Lord Abbett since 1988 and has over 17 years of investment
      experience. Mr. Towle is assisted by, and may delegate management duties
      to, other Lord Abbett employees.

      Michael Goldstein serves as Co-Portfolio Manager of the Fund. Mr.
      Goldstein has been with Lord Abbett since April 1997. Before joining Lord
      Abbett, Mr. Goldstein was a bond trader for Credit Suisse BEA Associates
      from August 1992 through April 1997.

      Limited Duration and U.S. Government Fund. Robert Gerber serves as
      Portfolio Manager of each Fund and is primarily responsible for the
      management. He is Executive Vice President and Portfolio Manager of each
      fund and has served in this capacity since __________. Mr Gerber joined
      Lord Abbett in July 1997 as Director of Taxable Fixed Income. Before
      joining Lord Abbett, Mr. Gerber served as a Senior Portfolio Manager at
      Sanford Bernstein & Co., Inc. since 1992.


14 Your Investment
<PAGE>

                              For More Information

OTHER INVESTMENT TECHNIQUES

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

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

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

      Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund
      sells a U.S. government security to a securities dealer or bank for cash
      and also agrees to repurchase the same security at a set price later.
      Reverse repurchase agreements expose a fund to credit risk (that is, the
      risk that the counterparty will fail to resell the security to the fund),
      but this risk is greatly reduced because the fund receives cash equal to
      100% of the price of the security sold. Engaging in reverse repurchase
      agreements also involves the use of leverage, in that the fund may
      reinvest the cash it receives in additional securities. Each fund will
      attempt to minimize this risk by managing its duration. A fund's reverse
      repurchase agreements will not exceed 20% of the fund's net assets.

GLOSSARY OF SHADED TERMS

      Additional Concessions. Lord Abbett Distributor may, for specified
      periods, allow dealers to retain the full sales charge for sales of shares
      or may pay an additional concession to a dealer who sells a minimum dollar
      amount of our shares and/or shares of other Lord Abbett-sponsored funds.
      In some instances, such additional concessions will be offered only to
      certain dealers expected to sell significant amounts of shares. Additional
      pay-ments may be paid from Lord Abbett Distributor's own resources or from
      distribution fees received from a fund and will be made in the form of
      cash or, if permitted, non-cash payments. The non-cash payments will
      include business seminars at Lord Abbett's headquarters or other
      locations, including meals and entertainment, or the receipt of
      merchandise. The cash payments may include payment of various business
      expenses of the dealer.

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


                                                         For More Information 15
<PAGE>

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

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

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

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

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

      Mutual Fund Advisory Program. Certain unaffiliated authorized brokers,
      dealers, registered investment advisers or other financial institutions
      who 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 fund shares (and sometimes providing
      for acceptance of orders for such shares on Lord Abbett Distributor's
      behalf) 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.

      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 the class A 12b-1 Plan and the fact that the program relates to
      participant-directed Retirement Plans.

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

o     In the case of the estate -

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

        [Date]

                  SIGNATURE GUARANTEED
                  MEDALLION GUARANTEED
                   NAME OF GUARANTOR

                    /s/ [ILLEGIBLE]
      ------------------------------------------------
                                  AUTHORIZED SIGNATURE
        ( 960 )                        X 9 8 0 3 4 7 0
      SECURITIES TRANSFER AGENTS MEDALLION PROGRAM(TM)
                                                    SR

o     In the case of the corporation - ABC Corporation

        Mary B. Doe

        By Mary B. Doe, President

        [Date]

                  SIGNATURE GUARANTEED
                  MEDALLION GUARANTEED
                   NAME OF GUARANTOR

                    /s/ [ILLEGIBLE]
      ------------------------------------------------
                                  AUTHORIZED SIGNATURE
        ( 960 )                        X 9 8 0 3 4 7 0
      SECURITIES TRANSFER AGENTS MEDALLION PROGRAM(TM)
                                                    SR


16 
<PAGE>

Total Return.

Yield.


                                                         For More Information 17
<PAGE>

                                                                 High Yield Fund

                             Financial Information

FINANCIAL HIGHLIGHTS

      This table describes the fund's performance for the fiscal periods
      indicated. "Total return" shows how much your investment in the fund would
      have increased (or decreased) during each period, assuming you had
      reinvested all dividends and distributions. These Financial Highlights
      have been audited by Deloitte & Touche LLP, the fund's independent
      auditors, in conjunction with their annual audit of the fund's financial
      statements. Financial statements for the fiscal year ended November 30,
      1998 and the Independent Auditors' Report thereon appear in the Annual
      Report to Shareholders for the fiscal year ended November 30, 1998 and are
      incorporated by reference into the Statement of Additional Information,
      which is available upon request.

<TABLE>
<CAPTION>
================================================================================================
                                       Class A Shares        Class B Shares       Class C Shares
                                      ----------------------------------------------------------

                                                        Year Ended November 30,
Per Share Operating Performance:           1998(a)              1998(a)              1998(a)
<S>                                         <C>                   <C>                  <C>  
Net asset value, beginning of period        0.00                  $0.00                $0.00
- ------------------------------------------------------------------------------------------------
Income from investment operations
- ------------------------------------------------------------------------------------------------
 Net investment income                      0.00                   0.00                 0.00
- ------------------------------------------------------------------------------------------------
 Net realized and unrealized
- ------------------------------------------------------------------------------------------------
  gain on investments and foreign
- ------------------------------------------------------------------------------------------------
  currency holdings                        (0.00)                 (0.00)               (0.00)
- ------------------------------------------------------------------------------------------------
Total from investment operations            0.00                   0.00                 0.00
- ------------------------------------------------------------------------------------------------
Distributions
- ------------------------------------------------------------------------------------------------
 Dividends from net investment income      (0.00)                 (0.00)               (0.00)
- ------------------------------------------------------------------------------------------------
Net asset value, end of period             $0.00                  $0.00                $0.00
- ------------------------------------------------------------------------------------------------
Total Return(b)(c)                          0.00%                  0.00%                0.00%
- ------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:(c)
- ------------------------------------------------------------------------------------------------
 Expenses, including waiver                 0.00%                  0.00%                0.00%
- ------------------------------------------------------------------------------------------------
 Expenses, excluding waiver                 0.00%                  0.00%                0.00%
- ------------------------------------------------------------------------------------------------
 Net investment income                      0.00%                  0.00%                0.00%
- ------------------------------------------------------------------------------------------------

================================================================================
Supplemental Data For All Classes:     Year Ended November 30, 1998(a)
Net assets, end of period (000)                    $10,134
- --------------------------------------------------------------------------------
Portfolio turnover rate                           159.14%
- --------------------------------------------------------------------------------
</TABLE>

(a)   From commencement of operations for each class of shares: class A, class
      B, and class C is November 30, 1998.
(b)   Total return does not consider the effects of sales loads and assumes the
      reinvestment of all distributions.
(c)   Not annualized.

      See Notes to Financial Statements.


18 Financial Information
<PAGE>

                                                                 High Yield Fund

LINE GRAPH COMPARISON - HIGH YIELD FUND

      Immediately below is a comparison of a $10,000 investment in class A
      shares to the same investment in The JP Morgan Emerging Markets Bond Plus
      Index, The Merrill Lynch High Yield Master II Index, and the JP Morgan
      Global Government Bond Index, assuming reinvestment of all dividends and
      distributions.

================================================================================

                                 AWAITING DATA

================================================================================

                Average Annual Total Return At Maximum Applicable
              Sales Charge For The Periods Ending November 30, 1998

                              10 Years (or Life)
- --------------------------------------------------------------------------------
Class A(1)                         -4.00
- --------------------------------------------------------------------------------
Class B(3)                         -4.77
- --------------------------------------------------------------------------------
Class C(4)                         -0.76
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(1)   This shows total return which is the percent change in value, after
      deduction of the maximum initial sales charge of 4.75% applicable to class
      A shares, with all dividends and distributions reinvested for the periods
      shown ending November 30, 1998, using the SEC-required uniform method to
      compute such return.
(2)   Performance for the unmanaged The JP Morgan Emerging Markets Bond Plus
      Index, The Merrill Lynch High Yield Master II Index, and the JP Morgan
      Global Government Bond Index, do not reflect transaction costs, management
      fees or sales charges. These three indices chosen to compare to the Fund's
      performance have elements of these three categories but since there is no
      one index combining all three in the same annual blend as the fund's
      portfolio, these three separate indices may not be a valid comparison for
      the fund.
(3)   The class B shares were first offered on 11/30/98. For class B shares,
      performance reflects the deduction of a CDSC of 4% (for 1 year) and 3%
      (life of class).
(4)   The class C shares were first offered on 11/30/98. Performance is at net
      asset value.


                                                        Financial Information 19
<PAGE>

                                                           Limited Duration Fund

FINANCIAL HIGHLIGHTS

      This table describes the fund's performance for the fiscal periods
      indicated. "Total return" shows how much your investment in the fund would
      have increased (or decreased) during each period, assuming you had
      reinvested all dividends and distributions. These Financial Highlights
      have been audited by Deloitte & Touche LLP, the fund's independent
      auditors, in conjunction with their annual audit of the fund's financial
      statements. Financial statements for the fiscal year ended November 30,
      1998 and the Independent Auditors' Report thereon appear in the Annual
      Report to Shareholders for the fiscal year ended November 30, 1998 and are
      incorporated by reference into the Statement of Additional Information,
      which is available upon request.

<TABLE>
<CAPTION>
==============================================================================================================================
                                                                        Class A Shares
                                            ----------------------------------------------------------------------------------
                                                Year Ended November 30,                       Year Ended October 31,
                                            ==================================         =======================================
Per Share Operating Performance:            1998        1997          1996(a)           1996           1995         1994(a)
<S>                                         <C>         <C>           <C>              <C>             <C>           <C>  
Net asset value, beginning of period        $0.00       $4.42         $4.39            $4.53           $4.44         $4.85
- ------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- ------------------------------------------------------------------------------------------------------------------------------
 Net investment income                        .00         .25(e)        .0174            .1912           .2316         .2650
- ------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized
- ------------------------------------------------------------------------------------------------------------------------------
  gain (loss) on investments                  .00        (.02)          .333            (.0751)          .1017        (.4123)
- ------------------------------------------------------------------------------------------------------------------------------
Total from investment operations              .00         .23           .0507            .1161           .3333        (.1473)
- ------------------------------------------------------------------------------------------------------------------------------
Distributions
- ------------------------------------------------------------------------------------------------------------------------------
 Dividends from net investment income        (.00)       (.25)         (.207)           (.2561)         (.2433)       (.2627)
- ------------------------------------------------------------------------------------------------------------------------------
 Distributions from net realized gain        (.00)         --            --                 --              --            --
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period              $0.00       $4.40         $4.42            $4.39           $4.53         $4.44
- ------------------------------------------------------------------------------------------------------------------------------
Total Return(b)                              0.00%       5.46%         1.15%(c)         2.67%           8.16%         3.09%(c)
- ------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- ------------------------------------------------------------------------------------------------------------------------------
 Expenses, including waiver and 
   reimbursements                            0.00%       0.51%(f)      0.11%(c)         1.81%           1.40%         0.89%(c)
- ------------------------------------------------------------------------------------------------------------------------------
 Expenses, excluding waiver and 
   reimbursements                            0.00%       1.40%         0.13%(c)         2.73%           1.71%         0.89%(c)
- ------------------------------------------------------------------------------------------------------------------------------
 Net investment income                       0.00%       5.81%         0.41%(c)         4.58%           5.62%         5.61%(c)
==============================================================================================================================

<CAPTION>
                                                                                     Class C Shares
                                                             -----------------------------------------------------------------
                                                                                 Year Ended November 30,

Per Share Operating Performance:                              1998              1997               1996              1996(a)
<S>                                                          <C>                <C>                <C>               <C>  
Net asset value, beginning of period                         $0.00              $4.42              $4.39             $4.34
- ------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- ------------------------------------------------------------------------------------------------------------------------------
 Net investment income                                         .00                .21(d)             .0138             .0667
- ------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized
- ------------------------------------------------------------------------------------------------------------------------------
  gain (loss) on securities                                    .00               (.02)               .0342             .0515
- ------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                               .00                .19                .0480             .1182
- ------------------------------------------------------------------------------------------------------------------------------
Distributions
- ------------------------------------------------------------------------------------------------------------------------------
 Dividends from net investment income                           --                (.21)              (.0180)           (.0682)
- ------------------------------------------------------------------------------------------------------------------------------
 Distributions from net realized gain                         (.00)                 --                   --                --
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                               $0.00              $4.40              $4.42             $4.39
- ------------------------------------------------------------------------------------------------------------------------------
Total Return(b)                                               0.00%              4.45%              1.09%(c)          2.98%(c)
- ------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- ------------------------------------------------------------------------------------------------------------------------------
 Expenses, including waiver and reimbursements                0.00%              1.44%(e)           0.19%(c)          0.69%(c)
- ------------------------------------------------------------------------------------------------------------------------------
 Expenses, excluding waiver and reimbursements                0.00%              2.32%              0.21%(c)          0.77%(c)
- ------------------------------------------------------------------------------------------------------------------------------
 Net investment income                                        0.00%              4.84%              0.33%(c)          1.26%(c)
==============================================================================================================================

<CAPTION>
                                                Year Ended November 30,                       Year Ended October 31,
                                    ------------------------------------------------------------------------------------------
Supplemental Data For All Classes:   1998           1997           1996(a)            1996            1995            1994(a)
<S>                                 <C>            <C>             <C>               <C>             <C>              <C>    
Net assets, end of period (000)     $0,000         $10,276         $12,696           $12,735         $8,922           $10,256
- ------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate              0.00%         343.53%         175.98%           340.62%         222.00%          895.63%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)   From commencement of operations for class A shares: November 4, 1993 and
      for class C shares: July 15, 1996.
(b)   Total return does not consider the effects of front-end or contingent
      deferred sales charges.
(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.
(f)   Amount less than $.01.

      See Notes to Financial Statements.

20 Financial Information 
<PAGE>

                                Limited Duration U.S. Government Securities Fund

LINE GRAPH COMPARISON

      Immediately below is a comparison of a $10,000 investment in class A
      shares to the same investment in Lipper's Short U.S. Government Fund
      Index, Lipper's Intermediate U.S. Government Fund Index, and Lehman
      Intermediate Government Bond Index, assuming reinvestment of all dividends
      and distributions.

================================================================================

                                 AWAITING DATA

================================================================================

                Average Annual Total Return At Maximum Applicable
              Sales Charge For The Periods Ending November 30, 1998

                      1 Year                      10 Years (or Life)
- --------------------------------------------------------------------------------
Class A(3)             0.00%                            0.00%
- --------------------------------------------------------------------------------
Class B(3)             0.00%                            0.00%
- --------------------------------------------------------------------------------
Class C(1)             0.00%                            0.00%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(1)   This shows total return applicable to class C shares, with all dividends
      and distributions reinvested for the periods shown ending November 30,
      1998, using the SEC-required uniform method to compute such return.
(2)   Performance for the unmanaged S&P 500(R) does not reflect transaction
      costs, management fees or sales charges.
(3)   The class A and B shares were first offered on 7/15/96 and 6/5/97,
      respectively. For class B shares, performance reflects the deduction of a
      CDSC of 4% (for 1 year) and 3% (life of class). For class A shares,
      performance is at net asset value.


                                                        Financial Information 21
<PAGE>

                                                 U.S. Government Securities Fund

FINANCIAL HIGHLIGHTS

      This table describes the fund's performance for the fiscal periods
      indicated. "Total return" shows how much your investment in the fund would
      have increased (or decreased) during each period, assuming you had
      reinvested all dividends and distributions. These Financial Highlights
      have been audited by Deloitte & Touche LLP, the fund's independent
      auditors, in conjunction with their annual audit of the fund's financial
      statements. Financial statements for the fiscal year ended November 30,
      1998 and the Independent Auditors' Report thereon appear in the Annual
      Report to Shareholders for the fiscal year ended November 30, 1998 and are
      incorporated by reference into the Statement of Additional Information,
      which is available upon request.

<TABLE>
<CAPTION>
==============================================================================================================================
                                                                         Class A Shares
                                           -----------------------------------------------------------------------------------

                                                                    Year Ended November 30,
Per Share Operating Performance:            1998             1997               1996              1995               1994
<S>                                         <C>              <C>                <C>               <C>               <C>  
Net asset value, beginning of year          $0.00            $2.63              $2.73             $2.59             $3.00
- ------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- ------------------------------------------------------------------------------------------------------------------------------
 Net investment income                        .00              .20(d)             .215              .235              .247
- ------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized
- ------------------------------------------------------------------------------------------------------------------------------
  gain (loss) on investments                  .00             (.03)              (.105)            1.36              (.3685)
- ------------------------------------------------------------------------------------------------------------------------------
Total from investment operations              .00              .17                .11               .371             (.1215)
- ------------------------------------------------------------------------------------------------------------------------------
Distributions
- ------------------------------------------------------------------------------------------------------------------------------
 Dividends from net investment income        (.00)            (.21)              (.210)            (.231)            (.246)
- ------------------------------------------------------------------------------------------------------------------------------
 Distribution from net realized gain         (.00)              --                  --                --             (.0425)
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year                $0.00            $2.59              $2.63             $2.73             $2.59
- ------------------------------------------------------------------------------------------------------------------------------
Total Return(b)                              0.00%            6.67%              4.41%            14.89%             4.24%
- ------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- ------------------------------------------------------------------------------------------------------------------------------
 Expenses                                    0.00%            0.92%(e)           0.88%             0.90%             0.90%
- ------------------------------------------------------------------------------------------------------------------------------
 Net investment income                       0.00%            7.82%              8.12%             8.85%             8.92%
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
==============================================================================================================================
                                               Class B Shares                                     Class C Shares
                                     ===================================            ==========================================
                                          Year Ended November 30,                             Year Ended November 30,
Per Share Operating Performance:     1998            1997         1996(b)            1998            1997            1996(b)
<S>                                  <C>            <C>             <C>              <C>               <C>           <C>  
Net asset value, beginning of year   $0.00          $2.63           $2.57            $0.00             $2.63         $2.55
- ------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- ------------------------------------------------------------------------------------------------------------------------------
 Net investment income (loss)          .00            .18(d)          .063            (.00)              .18(d)        .066
- ------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized
- ------------------------------------------------------------------------------------------------------------------------------
  gain (loss) on investments           .00           (.04)            .060             .00              (.03)          .085
- ------------------------------------------------------------------------------------------------------------------------------
Total from investment operations       .00            .14             .123             .00               .15           .151
- ------------------------------------------------------------------------------------------------------------------------------
Distributions
- ------------------------------------------------------------------------------------------------------------------------------
 Dividends from net investment income (.00)          (.19)           (.063)                             (.19)         (.071)
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year         $0.00          $2.58           $2.63            $0.00             $2.59         $2.63
- ------------------------------------------------------------------------------------------------------------------------------
Total Return(b)                       0.00%          5.47%           5.45%(c)         0.00%             5.86%         6.49%(c)
- ------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- ------------------------------------------------------------------------------------------------------------------------------
 Expenses                             0.00%          1.64%(e)        0.48%(c)         0.00%             1.55%(e)      0.60%(c)
- ------------------------------------------------------------------------------------------------------------------------------
 Net investment income                0.00%          6.77%           2.21%(c)         0.00%             7.25%         2.60%(c)
- ------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
==============================================================================================================================
                                                                     Year Ended November 30,
                                     -----------------------------------------------------------------------------------------
Supplemental Data For All Classes:    1998             1997                  1996                 1995                1994
<S>                                  <C>            <C>                   <C>                  <C>                 <C>       
Net assets, end of period (000)      $0,000         $2,286,412            $2,907,291           $3,272,865          $3,232,012
- ------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate               0.00%           712.82%              820.59%               544.31%             790.57%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)   Total return does not consider the effects of front-end sales or
      contingent deferred sales charges.
(b)   From commencement of operations for each class of shares: August 1, 1996
      (Class B), and July 15, 1996 (class C).
(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.


22 Financial Information
<PAGE>

                                                 U.S. Government Securities Fund

LINE GRAPH COMPARISON - U.S. Government Securities Fund

      Immediately below is a comparison of a $10,000 investment in class A
      shares to the same investment in both the Lipper's General U.S. Government
      Bond Fund Index and the Lehman Government Bond Index, assuming
      reinvestment of all dividends and distributions.

================================================================================

                                 AWAITING DATA

================================================================================

                Average Annual Total Return At Maximum Applicable
              Sales Charge For The Periods Ending November 30, 1998

                  1 Year               10 Years (or Life)
- --------------------------------------------------------------------------------

Class A(1)         0.00%                      0.00%
- --------------------------------------------------------------------------------
Class B(3)         0.00%                      0.00%
- --------------------------------------------------------------------------------
Class C(4)         0.00%                      0.00%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(1)   This shows total return which is the percent change in value, after
      deduction of the maximum initial sales charge of 5.75% applicable to class
      A shares, with all dividends and distributions reinvested for the periods
      shown ending November 30, 1998, using the SEC-required uniform method to
      compute such return.
(2)   The class B shares were first offered on 8/1/96. Performance reflects the
      deduction of a CDSC of 4% (for 1 year) and 3% (life of the class).
(3)   The class C shares were first offered on 7/15/96. Performance is at net
      asset value.


                                                        Financial Information 23
<PAGE>

RECENT PERFORMANCE

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

      The economy continues to slow, and the financial markets have shown
      increased volatility over concerns regarding earnings shortfalls and
      evidence of a global credit crunch. However, our expectation for the U.S.
      economy at this time is not recession, but rather a point of slower
      growth. Consumer activity continues to provide support for growth with
      gains in job creation, income and spending. Business spending is an area
      of greater concern. Recession abroad is likely to reduce exports and have
      a flattening effect on corporate profit growth. Overall, gross domestic
      product is likely to grow at an annual rate of approximately 1.5 - 2.0%
      during the next 6 to 12 months. U.S. interest rates have fallen,
      reflecting slowing growth and continuing low inflation. As of late October
      1998, the market is still anticipating additional easing by the Federal
      Reserve, a view with which we concur. In sum, it is our view that the
      underpinnings of sound stock markets remain in place, and the price
      declines of the third quarter created more opportunities for long-term
      investors.

      The fund's investment strategy consisted of holding a relatively
      concentrated portfolio, comprised of a restricted number of markets and
      stocks on industry-leading companies. The stocks were bought at low
      valuation levels, and in line with our investment philosophy, which means
      that we used the recent period of market weakness to steadily add to
      existing positions.

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

      High-quality assets tended to outperform during much of the year as
      markets discounted the prospect of lower rates in a flight to quality. The
      fund - with its limited exposure to emerging markets - was able to hold
      its own in a falling market by maintaining exposure to the U.S. and
      European high-yield markets as well as to high-grade markets. However, as
      difficulties in various emerging markets become resolved, a prudent
      reassessment of investment opportunities in such markets will be required.

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

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

Euro. On January 1, 1999, the eleven member states of the European Union
converted to a common currency, known as the "Euro." Each fund could be
adversely affected if the computers used by it and its service providers do not
properly process and calculate euro-related information from and after January
1, 1999. While euro-related computer problems could have a negative effect on
each fund, Lord Abbett is working to avoid such problems and has assurances from
each fund's service providers that they are taking similar steps. However,
because the problem is unprecedented, we don't know whether these efforts will
be successful and, accordingly, each fund may be adversely affected.


24 Financial Information
<PAGE>

COMPENSATION FOR YOUR DEALER - High Yield Fund

<TABLE>
<CAPTION>
====================================================================================================================================
                             FIRST YEAR COMPENSATION

                                     Front-end
                                     sales charge           Dealer's
                                     paid by investors      concession             Service fee(1)        Total compensation(2)
Class A investments                  (% of offering price)  (% of offering price)  (% of net investment) (% of offering price)
====================================================================================================================================
<S>                              <C>                             <C>                   <C>                    <C>  
Less than $50,000                        4.75%                   4.00%                 0.25%                  4.24%
- ------------------------------------------------------------------------------------------------------------------------------------
$50,000 - $99,999                        4.75%                   4.25%                 0.25%                  4.49%
- ------------------------------------------------------------------------------------------------------------------------------------
$100,000 - $249,999                      3.75%                   3.25%                 0.25%                  3.49%
- ------------------------------------------------------------------------------------------------------------------------------------
$250,000 - $499,999                      2.75%                   2.50%                 0.25%                  2.74%
- ------------------------------------------------------------------------------------------------------------------------------------
$500,000 - $999,999                      2.00%                   1.75%                 0.25%                  2.00%
- ------------------------------------------------------------------------------------------------------------------------------------
$1 million or more(3) or Retirement Plan - 100 or more 
eligible employees(3) or Special Retirement Wrap Program(3)
- ------------------------------------------------------------------------------------------------------------------------------------
First $5 million                 no front-end sales charge       1.00%                 0.25%                  1.25%
- ------------------------------------------------------------------------------------------------------------------------------------
Next $5 million above that       no front-end sales charge       0.55%                 0.25%                  0.80%
- ------------------------------------------------------------------------------------------------------------------------------------
Next $40 million above that      no front-end sales charge       0.50%                 0.25%                  0.75%
- ------------------------------------------------------------------------------------------------------------------------------------
Over $50 million                 no front-end sales charge       0.25%                 0.25%                  0.50%
====================================================================================================================================
Class B investments                                               Paid at time of sale (% of net asset value)
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       3.75%                 0.25%                  4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Class C investments
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       0.75%                 0.25%                  1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Class P investments                                               Percentage of average net assets
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       0.25%                 0.20%                  0.45%
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
====================================================================================================================================
                                          Annual Compensation After first Year

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

(1)   The service fee for Class A shares is paid quarterly. The first year's
      service fee on Class B and C shares is paid at the time of sale.
(2)   Reallowance/concession percentages and service fee percentages are
      calculated from different amounts, and therefore may not equal total
      compensation percentages if combined using simple addition. Additional
      Concessions may be paid to Authorized Institutions from time to time.
(3)   Concessions are paid at the time of sale on all Class A shares sold during
      any 12-month period starting from the day of the first net asset value
      sale. With respect to (a) Class A share purchases at $1 million or more,
      sales qualifying at such level under rights of accumulation and statement
      of intention privileges are included and (b) for Special Retirement Wrap
      Programs, only new sales are eligible and exchanges into the Fund are
      excluded.
(4)   With respect to Class B and C shares, 0.25% and 1.00%, 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.


                                                        Financial Information 25
<PAGE>

COMPENSATION FOR YOUR DEALER - Limited Duration Fund

<TABLE>
<CAPTION>
==============================================================================================================================
                                                      FIRST YEAR COMPENSATION

                                     Front-end
                                     sales charge           Dealer's
                                     paid by investors      concession             Service fee(1)        Total compensation(2)
Class A investments                  (% of offering price)  (% of offering price)  (% of net investment) (% of offering price)
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                     <C>                   <C>                    <C>  
Less than $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 - $2,999,999                  1.00%                   1.00%                 0.00%                  1.00%
- ------------------------------------------------------------------------------------------------------------------------------
$3,000,000 - $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%
- ------------------------------------------------------------------------------------------------------------------------------
Class P investments                                               Percentage of average net assets
- ------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       0.25%                 0.20%                  0.45%
- ------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
==============================================================================================================================
                      Annual Compensation After first Year

Class A investments
- ------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                             <C>                   <C>                    <C>  
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%
- ------------------------------------------------------------------------------------------------------------------------------
Class P investments                                               Percentage of average net assets
- ------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       0.25%                 0.20%                  0.45%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   The Class A share 12b-1 Plan for the Limited Duration Fund will go into
      effect on the first day of the calendar quarter subsequent to the Fund's
      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 next 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, such as U.S.
      Government Securities fund and Limited Duration Government fund, 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 fund's shares.


26 Financial Information
<PAGE>

COMPENSATION FOR YOUR DEALER - U.S. Government Fund

<TABLE>
<CAPTION>
==============================================================================================================================
                                                      FIRST YEAR COMPENSATION

                                     Front-end
                                     sales charge           Dealer's
                                     paid by investors      concession             Service fee(1)        Total compensation(2)
Class A investments                  (% of offering price)  (% of offering price)  (% of net investment) (% of offering price)
- ------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                             <C>                   <C>                    <C>  
Less than $50,000                        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%                 0.25%                  1.25%
- ------------------------------------------------------------------------------------------------------------------------------
Next $5 million above that       no front-end sales charge       0.55%                 0.25%                  0.80%
- ------------------------------------------------------------------------------------------------------------------------------
Next $40 million above that      no front-end sales charge       0.50%                 0.25%                  0.75%
- ------------------------------------------------------------------------------------------------------------------------------
Over $50 million                 no front-end sales charge       0.25%                 0.25%                  0.50%
- ------------------------------------------------------------------------------------------------------------------------------
Class B investments                                               Paid at time of sale (% of net asset value)
- ------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       3.75%                 0.25%                  4.00%
==============================================================================================================================
Class C investments
- ------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       0.75%                 0.25%                  1.00%
- ------------------------------------------------------------------------------------------------------------------------------
Class P investments                                               Percentage of average net assets
- ------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       0.25%                 0.20%                  0.45%
- ------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
==============================================================================================================================
                                           Annual Compensation After first Year

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

(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 $1 million or more,
      sales qualifying at such level under rights of accumulation and statement
      of intention privileges are included and (b) for Special Retirement Wrap
      Programs, only new sales are eligible and exchanges into the fund are
      excluded.
(4)   With respect to class B 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 class C shares for
      fixed-income, 0.10% of the average 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 & Co. uses 0.10% for expenses primarily
      intended to result in the sale of such series' shares. CDSC revenues
      collected may be used to fund commission payments when there is no initial
      sales charge.


                                                        Financial Information 27
<PAGE>

                              For more Information

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

ANNUAL/SEMI-ANNUAL REPORT

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

STATEMENT OF ADDITIONAL INFORMATION ("SAI")

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

To obtain information:

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

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

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

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

SEC
http://www.sec.gov

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

      Limited Duration Fund
      U.S. Government Fund
      High Yield Fund

      The General Motors Building
      767 Fifth Avenue
      New York, NY 10153-0203
      ---------------------------
      SEC file number: 811-7988

================================================================================

                                                        -----------------
                                                            BULK RATE   
                                                          U.S. POSTAGE
                                                              PAID
                                                         PERMIT NO. 2405
                                                         NEW YORK, N.Y.
                                                        -----------------
                                 
<PAGE>

            Prospectus     April 1, 1999


            Lord Abbett
            Class Y Shares

                              Core Fund
                              Strategic Core Fund

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

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

            Only class Y shares of certain funds are offered to the general
            public and available in all states. Please call 800-821-5129 for
            further information.
<PAGE>

                               Table of Contents

                                                                            Page

                              The Funds

          Information about the      Core Fund                                3
goal/approach, main risks, past      Strategic Core Fund                      4
 performance, fees and expenses

                              Your Investment

Information for managing             Purchases                                13
       your fund account             Opening Your Account                     15
                                     Redemptions                              16
                                     Distributions and Taxes                  16
                                     Services For Fund Investors              17
                                     Sales Charges and Service Fees           19
                                     Management                               19

                              For More Information

How to learn more                    Other Investment Techniques              20
  about the funds                    Glossary of Shaded Terms                 22

                              Financial Information

 Financial highlights of each        Core Fund                                24
fund, and broker compensation        Strategic Core Fund                      26
                                     Recent Performance                       26

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

                                                           ---------------------
                                               Core Fund   Symbol: Class Y -
                                     Strategic Core Fund

                                   The Funds

GOAL / APPROACH

      Each fund seeks income and capital appreciation to produce a high total
      return. In doing this, each fund will attempt to keep its exposure to
      interest rate changes generally in line with that of the bond market
      generally. It will do that by managing its duration. Duration is a
      statistical concept that measures a portfolio's exposure to interest rate
      changes. The higher a fund's duration, the more sensitive it is to
      interest rate risk.

      Both funds attempt to manage, but not eliminate, interest rate risk by
      maintaining the average duration of the securities they hold within two
      years of the duration of the Lehman Brothers Aggregate Bond Index
      (currently __ years). Thus, each fund expects to have exposure to interest
      rate risk (or volatility) approximating an average duration falling within
      a range of ___ and ___ years. Using the average duration of the Lehman
      Brothers Aggregate Bond Index (currently __ years) as the center, the
      funds will establish their average duration range periodically by
      extending two years above and below the center.

      The Core Fund will invest in three sectors of the fixed-income securities
      markets: U.S. government securities, mortgage-backed securities, and
      investment grade debt securities. Lord Abbett will allocate the fund's
      assets among these three sectors seeking incremental yield advantages.
      There are no limits on allocations among these sectors.

      The Strategic Core Fund will invest in five sectors of the fixed-income
      securities markets: U.S. government securities, mortgage-backed
      securities, investment grade debt securities, high yield debt securities,
      and foreign debt securities. Lord Abbett will allocate the fund's assets
      among these five sectors seeking incremental yield advantages. The fund
      will not invest more than 20% of its net assets in high yield debt
      securities. Also, it will not invest more than 20% of its assets in
      foreign debt securities.

      Each fund may engage in active and frequent trading of its portfolio
      securities to achieve its principal investment strategies and can be
      expected to have portfolio turnover rates substantially in excess of 100%.
      The funds do not expect these strategies to have significant transaction
      costs or adverse tax consequences.

MAIN RISKS

      Both funds face interest rate risk, credit risk, and prepayment risk. In
      addition, the Strategic Core Fund faces currency risk.

      o     Interest Rate Risk - Generally, the prices of fixed-income
            securities rise when interest rates fall and fall when interest
            rates rise. Longer-term bonds are usually more sensitive to interest
            rate changes. Put another way, the longer the maturity of a bond or
            other debt security, the greater the effect a change in interest
            rates is likely to have on the instrument's price. Both funds expect
            to have exposures to interest rate changes approximating that of the
            overall bond market.

      o     Credit Risk - The lower-rated bonds, including high yield and
            foreign debt securities, in which the Strategic Core Fund invests
            involve risks that the interest and principal payments may not be
            made. Some issuers may default as to principal and/or interest
            payments after the fund purchases their securities.

      o     Prepayment Risk - If interest rate movements cause either fund's
            mortgage-backed securities and callable securities to be paid off
            substantially earlier than expected, the fund's share price or yield
            could be hurt.

We or the fund refers to Lord Abbett Core Fund ("Core Fund") or Lord Abbett
Strategic Core Fund ("Strategic Core Fund"), each a portfolio of Lord Abbett
Investment Trust (the "company"). The funds operate under the supervision of the
company's Board, with the advice of Lord, Abbett & Co. ("Lord Abbett"), their
investment manager.

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

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

U.S. government securities are obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities.

Mortgage-backed securities directly or indirectly represent a participation in,
or are secured by and payable from, mortgage loans secured by real property. The
price of a mortgage-backed security may be significantly affected by changes in
interest rates. Some mortgage-backed securities have structures that make their
reaction to interest rates and other factors difficult to predict, making their
prices very volatile.

Foreign debt securities include obligations of foreign governments, their
agencies and instrumentalities, and fixed-income securities of other issuers
denominated in foreign-currency. Foreign securities are not subject to the same
degree of regulation and may be more volatile and


                                                                     The Funds 2
<PAGE>

      o     Currency Risk - Because it invests in foreign securities, the
            Strategic Core Fund faces the risk that unfavorable changes in
            currency exchange rates could reduce the fund's share price.

less liquid than securities traded in major U.S. markets. This affects block
trading. Foreign securities may trade on days when a fund does not value them so
that fund share prices could be affected on days an investor cannot purchase or
sell shares. Other risks include less information on public companies, banks and
governments; political and social instability; expropriations; higher
transaction costs; currency fluctuations; nondeductable withholding taxes,
credit risk and different accounting and settlement practices.

Investment grade debt securities are, at the time of purchase, rated in one of
the four highest grades determined either by Moody's Investors Service, Inc. or
Standard & Poor's Ratings Services, or determined by Lord Abbett to be
equivalent in quality.

High yield debt securities or "junk bonds" are rated BB/Ba or lower or unrated
and typically pay a higher yield than investment grade debt securities. These
bonds have a higher risk of default than investment grade bonds and their prices
can be much more volatile.

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


3 The Funds
<PAGE>

                                                      Core Fund

PAST PERFORMANCE

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

================================================================================

      The table below shows a comparison of the fund's class Y average annual
      total return to that of the Lehman Brothers Aggregate Bond Index. Fund
      returns assume reinvestment of dividends and distributions and payment of
      the maximum applicable front-end or deferred sales charge. All periods end
      on December 31, 1998.

Class                                           1 Year         Inception(i)

 Y                                              0.00.%            0.00.%
- --------------------------------------------------------------------------------
 Lehman Brothers Aggregate Bond Index(ii)       0.00.%            0.00.%
- --------------------------------------------------------------------------------

Past performance is not a prediction of future results.

- --------------------------------------------------------------------------------
(i)   The dates of inception of class Y is 12/10/97.
(ii)  Performance for the unmanaged Lehman Brothers Aggregate Bond Index does
      not reflect transaction costs or management fees.

FEES AND EXPENSES

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

================================================================================
Fee table
================================================================================

                                                                         Class Y

Shareholder Fees (Fees paid directly from your investment)
- --------------------------------------------------------------------------------
Maximum Sales Charge on Purchases
- --------------------------------------------------------------------------------
(as a % of offering price)                                                none
- --------------------------------------------------------------------------------
Maximum Deferred Sales Charge (See "Purchases")                           none
- --------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses deducted from fund assets)
(as a % of average net assets)(1)
- --------------------------------------------------------------------------------
Management Fees (See "Management")                                        0.50%
- --------------------------------------------------------------------------------
Other Expenses (See "Management")                                         0.30%
- --------------------------------------------------------------------------------
Total Operating Expenses                                                  0.80%
- --------------------------------------------------------------------------------

================================================================================
Expense example
================================================================================

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

Share class                           1 Year               3 Years
                                                           
Class Y shares                          $80                  $0
- --------------------------------------------------------------------------------
You would pay the following expenses on the same investment, assuming you kept
your shares.

Class Y shares                          $80                  $0
- --------------------------------------------------------------------------------

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

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

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

- --------------------------------------------------------------------------------
(1)   Other expenses are based on estimated amounts for the current fiscal year.


                                                                     The Funds 4
<PAGE>

                                                         -----------------------
                                   Strategic Core Fund   Symbols: Class Y -     

PAST PERFORMANCE

      As a new fund, past performance, financial highlights and performance of
      the fund are not available as of the date of this prospectus.

Past performance is not a prediction of future results.

FEES AND EXPENSES

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

================================================================================
Fee table
================================================================================

                                                                         Class Y

Shareholder Fees (Fees paid directly from your investment)
- --------------------------------------------------------------------------------
Maximum Sales Charge on Purchases
- --------------------------------------------------------------------------------
(as a % of offering price)                                               none
- --------------------------------------------------------------------------------
Maximum Deferred Sales Charge (See "Purchases")                          none
- --------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses deducted from fund assets) 
- --------------------------------------------------------------------------------
(as a % of average net assets)(1)
- --------------------------------------------------------------------------------
Management Fees (See "Management")                                       0.50%
- --------------------------------------------------------------------------------
Other Expenses (See "Management")                                        0.26%
- --------------------------------------------------------------------------------
Total Operating Expenses                                                 0.76%
- --------------------------------------------------------------------------------

================================================================================
Expense example
================================================================================

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

Share class                               1 Year

Class Y shares                              $76
- --------------------------------------------------------------------------------

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

Class Y shares                              $76
- --------------------------------------------------------------------------------

This example is for comparison and is not a representation of the fund's actual
expenses or returns, either past or present. You pay the following expenses over
the course of each period shown if you sell your shares at the end of the
period, although your actual cost may be higher or lower.

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

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

- --------------------------------------------------------------------------------
(1)   Other expenses are based on estimated amounts for the current fiscal year.


5 The Funds
<PAGE>

                                Your Investment

PURCHASES

      Class Y shares. Class Y shares are purchased at net asset value with no
      sales charge of any kind. The net asset value of our shares is calculated
      every business day as of the close of the New York Stock Exchange. Our
      shares are continuously offered. The offering price is based on Net Asset
      Value ("NAV") per share next determined after we accept your order
      submitted in proper form. We reserve the right to withdraw all or any part
      of the offering made by this Prospectus, or to reject any purchase order.
      We also reserve the right to waive or change minimum investement
      requirements. All purchase orders are subject to our acceptance and are
      not binding until confirmed or accepted in writing.

      Who May Invest? Eligible purchasers of Class Y shares include: (i) 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 Y shares in
      particular investment products made available for a fee to clients of such
      brokers, dealers, registered investment advisers or other financial
      institutions ("mutual fund wrap-fee programs"), (ii) the trustee or
      custodian under any deferred compensation or pension or profit-sharing
      plan or payroll deduction IRA established for the benefit of the employees
      of any company with an account(s) in excess of $10 million managed by Lord
      Abbett or its sub-advisors on a private-advisory-account basis, and (iii)
      institutional investors, including retirement plans, companies,
      foundations, trusts, endowments and other entities where the total amount
      of potential investable assets exceeds $20 million that were not
      introduced to Lord Abbett by persons associated with a broker or dealer
      primarily involved in the retail security business. Additional payments
      may be made by Lord Abbett out of its own resources with respect to
      certain of these sales.

      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 the funds to the fund you selected (P.O. Box 419100, Kansas City,
      Missouri 64141). The minimum initial investment is $1 million except for
      mutual fund wrap-fee programs which have no minimum. This offering may be
      suspended, changed or withdrawn by Lord Abbett Distributor which reserves
      the right to reject any order.

      Buying Shares Through Your Dealer. Orders for shares received by a fund
      prior to the close of the NYSE, or received by dealers prior to such close
      and received by Lord Abbett Distributor prior to the close of its business
      day, will be confirmed at net asset value 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 net asset value 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.

      Buying Shares By Wire. To open an account, call 800-821-5129 Ext. 34028,
      Institutional Trade Dept., to set up your account and to arrange a wire
      transaction. Wire to: United Missouri Bank of Kansas City, N.A., Routing
      number - 101000695, bank account number: 9878002611, FBO: (account name)
      and (your Lord Abbett account number). Specify the complete name of the
      fund of your choice, note Class Y shares and include your new account
      number and your name. To add to an existing account, wire to: United
      Missouri 

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

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


                                                               Your Investment 6
<PAGE>

      Bank of Kansas City, N.A., routing number - 101000695, bank account
      number: 9878002611, FBO: (account name) and (your Lord Abbett account
      number). Specify the complete name of the fund of your choice, note Class
      Y shares and include your account number and your name.

REDEMPTIONS

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

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

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

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

      We will verify that the shares being redeemed (if purchased by check) 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 and address in which the
      account is registered (or otherwise according to your instruction) within
      three business days after receipt of your redemption request.

DISTRIBUTIONS AND TAXES

      Each fund pays its shareholders dividends from its net investment income,
      and distributes any net capital gains that it has realized. Each fund
      expects to pay income dividends and capital gain distributions once a
      year, usually in December. Your distributions will be reinvested in your
      fund unless you instruct the fund to pay them to you in cash.

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

================================================================================
U.S. federal income tax on distributions

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

Small Accounts. Our Board may authorize closing any account in which there are
fewer than 25 shares if it is in a fund's best interest to do so.

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

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

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

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

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


                                                                Your Inestment 7
<PAGE>

SERVICES FOR FUND INVESTORS

AUTOMATIC SERVICES

      We offer the following shareholder services:

      Telephone Exchange Privilege: Class Y shares may be exchanged without a
      service charge for Class Y shares of any eligible Lord Abbett-sponsored
      fund.

      Account Statements. Generally, shareholders with the same last name and
      address will receive quarterly account statements.

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

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

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

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

MANAGEMENT

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

      The fund pays Lord Abbett a monthly fee based on average daily net assets
      for each month. For the fiscal year ended September 30, 1998, the fee paid
      to Lord Abbett was at an annual rate of .50 of 1% for both the Core Fund
      and the Strategic Core Fund. The fee payable to Lord Abbett by each fund
      will being the year subsequent to commencement of operations.

      Robert Gerber, Partner of Lord Abbett, Executive Vice President of the
      company and Portfolio Manager of each fund, is primarily responsible for
      their day-to-day management. Mr. Gerber joined Lord Abbett in 1997 as
      Director of High Grade Fixed Income. Before joining Lord Abbett, Mr.
      Gerber was a Senior Portfolio Manager of Sanford C. Bernstein & Co. for
      five years.

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

o     Traditional, Rollover, Roth and Education IRAs

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

o     Defined Contribution Plans

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

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

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


                                                                     The Funds 8
<PAGE>

                 ===============================================================
                    Lord Abbett Affiliated Fund, Inc.   Symbols: Class A - LAFFX
                                                                 Class B - LAFBX
                                                                 Class C - LAFCX
                                                                 Class P -

OTHER INVESTMENT TECHNIQUES

GLOSSARY OF SHADED TERMS

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

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

      Diversification. Each fund is a diversified fund, which means that with
      respect to 3/4 of its total assets, it will not purchase a security if, as
      a result, more than 5% of the fund's total assets would be invested in
      securities of a single issuer or the fund would hold more than 10% of the
      outstanding voting securities of the issuer.

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

      Eligible 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.

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

      Legal Capacity. This term refers to the authority of an individual to act
      on behalf of an entity or other person(s). For example, if a redemption
      request were to be made on behalf of the estate of a deceased shareholder,
      John W. Doe, by a person (Robert A. Doe) who has the legal capacity to act
      for the estate of the deceased shareholder because he is

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


                                                               Your Investment 9
<PAGE>

                 ===============================================================
                    Lord Abbett Affiliated Fund, Inc.   Symbols: Class A - LAFFX
                                                                 Class B - LAFBX
                                                                 Class C - LAFCX
                                                                 Class P -

      the executor of the estate, then the request must be executed as follows:
      Robert A. Doe, Executor of the Estate of John W. Doe. That signature using
      that capacity must be guaranteed by an Eligible Guarantor.

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

      Mutual Fund Advisory Program. Certain unaffiliated authorized brokers,
      dealers, registered investment advisers or other financial institutions
      who 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 fund shares (and sometimes providing
      for acceptance of orders for such shares on Lord Abbett Distributor's
      behalf) in particular investment products made available for a fee to
      clients of such brokers, dealers, registered investment advisers and other
      financial institutions.

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

      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.

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

      Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund
      sells a U.S. government security to a securities dealer or bank for cash
      and also agrees to repurchase the same security at a set price later.
      Reverse repurchase agreements expose a fund to credit risk (that is, the
      risk that the counterparty will fail to resell the security to the fund),
      but this risk is greatly reduced because the fund receives cash equal to
      100% of the price of the security sold. Engaging in reverse repurchase
      agreements also involves the use of leverage, in that the fund may
      reinvest the cash it receives in additional securities. Each fund will
      attempt to minimize this risk by managing its duration. A fund's reverse
      repurchase agreements will not exceed 5% of the fund's net assets.

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


                                                                    The Funds 10
<PAGE>

                              For More Information

OTHER INVESTMENT TECHNIQUES

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

      Diversification. Each fund is a diversified fund, which means that with
      respect to 3/4 of its total assets, it will not purchase a security if, as
      a result, more than 5% of the fund's total assets would be invested in
      securities of a single issuer or the fund would hold more than 10% of the
      outstanding voting securities of the issuer.

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

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

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

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

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

      When-Issued or Delayed Delivery Securities. Each fund may purchase or sell
      securities with payment and delivery taking place as much as a month or
      more later. A fund 


                                                         For More Information 11
<PAGE>

      would do this in an effort to buy or sell the securities at an
      advantageous price and Yield. The securities involved are subject to
      market fluctuation and no interest accrues to the purchaser during the
      period between purchase and settlement. At the time of delivery of the
      securities, their market value may be less than the purchase price. Also,
      if a fund commits a significant amount of assets to when-issued or delayed
      delivery transactions, it may increase the volatility of the fund's net
      asset value.

GLOSSARY OF SHADED TERMS

      Additional Concessions. Lord Abbett Distributor may, for specified
      periods, allow dealers to retain the full sales charge for sales of shares
      or may pay an additional concession to a dealer who sells a minimum dollar
      amount of our shares and/or shares of other Lord Abbett-sponsored funds.
      In some instances, such additional concessions will be offered only to
      certain dealers expected to sell significant amounts of shares. Additional
      pay-ments may be paid from Lord Abbett Distributor's own resources or from
      distribution fees received from a fund and will be made in the form of
      cash or, if permitted, non-cash payments. The non-cash payments will
      include business seminars at Lord Abbett's headquarters or other
      locations, including meals and entertainment, or the receipt of
      merchandise. The cash payments may include payment of various business
      expenses of the dealer.

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

      Authorized Institutions. Institutions and persons permitted by law to
      receive service and/or distribution fees under a Rule 12b-1 plan are
      "authorized institutions." Lord Abbett Distributor is an Authorized
      Institution. Eligible Fund. An Eligible Fund is any Lord Abbett-sponsored
      fund except for: (1) certain tax-free, single-state funds where the
      exchanging shareholder is a resident of a state in which such fund is not
      offered for sale; (2) Lord Abbett Equity Fund; (3) Lord Abbett Series
      Fund; and (4) Lord Abbett U.S. Government Securities Money Market Fund
      ("GSMMF") (except for holdings in GSMMF which are attributable to any
      shares exchanged from the Lord Abbett family of funds). An Eligible Fund
      also is any Authorized Institution's affiliated money market fund
      satisfying Lord Abbett Distributor as to certain omnibus account and other
      criteria.

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

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

      Mutual Fund Advisory Program. This includes certain unaffiliated
      authorized brokers, dealers, registered investment advisers or other
      financial institutions who either (a) have an arrangement with Lord Abbett
      Distributor in accordance with certain standards 

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

o     In the case of the estate -

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

        [Date]

                  SIGNATURE GUARANTEED
                  MEDALLION GUARANTEED
                   NAME OF GUARANTOR

                    /s/ [ILLEGIBLE]
      ------------------------------------------------
                                  AUTHORIZED SIGNATURE
        ( 960 )                        X 9 8 0 3 4 7 0
      SECURITIES TRANSFER AGENTS MEDALLION PROGRAM(TM)
                                                    SR

o     In the case of the corporation - ABC Corporation

        Mary B. Doe

        By Mary B. Doe, President

        [Date]

                  SIGNATURE GUARANTEED
                  MEDALLION GUARANTEED
                   NAME OF GUARANTOR

                    /s/ [ILLEGIBLE]
      ------------------------------------------------
                                  AUTHORIZED SIGNATURE
        ( 960 )                        X 9 8 0 3 4 7 0
      SECURITIES TRANSFER AGENTS MEDALLION PROGRAM(TM)
                                                    SR


                                                                    The Funds 12
<PAGE>

      approved by Lord Abbett Distributor, providing specifically for the use of
      fund shares (and sometimes providing for acceptance of orders for such
      shares on Lord Abbett Distributor's behalf) in particular investment
      products made available for a fee to clients of such brokers, dealers,
      registered investment advisers and other financial institutions or (b) who
      charge an advisory, consulting or other fee for their services and buy
      shares for their own accounts or the accounts of their clients.

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

RECENT PERFORMANCE

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

o     In the case of the estate -

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

        [Date]

                  SIGNATURE GUARANTEED
                  MEDALLION GUARANTEED
                   NAME OF GUARANTOR

                    /s/ [ILLEGIBLE]
      ------------------------------------------------
                                  AUTHORIZED SIGNATURE
        ( 960 )                        X 9 8 0 3 4 7 0
      SECURITIES TRANSFER AGENTS MEDALLION PROGRAM(TM)
                                                    SR

o     In the case of the corporation - ABC Corporation

        Mary B. Doe

        By Mary B. Doe, President

        [Date]

                  SIGNATURE GUARANTEED
                  MEDALLION GUARANTEED
                   NAME OF GUARANTOR

                    /s/ [ILLEGIBLE]
      ------------------------------------------------
                                  AUTHORIZED SIGNATURE
        ( 960 )                        X 9 8 0 3 4 7 0
      SECURITIES TRANSFER AGENTS MEDALLION PROGRAM(TM)
                                                    SR


                                                         For More Information 13
<PAGE>

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

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

Euro. On January 1, 1999, the eleven member states of the European Union
converted to a common currency, know as the "Euro." Each fund could be adversely
affected if the computers used by it and its service providers do not properly
process and calculate Euro-related information from and after January 1, 1999.
While Euro-related computer problems could have a negative effect on each fund,
Lord Abbett is working to avoid such problems and has assurances from each
fund's service providers that they are taking similar steps. However, because
the problem is unprecedented, we don't know whether these efforts will be
successful and, accordingly, each fund may be adversely affected.


                                                                    The Funds 14
<PAGE>

                                                                       Core Fund

                             Financial Information

FINANCIAL HIGHLIGHTS

      This table describes the fund's performance for the fiscal periods
      indicated. "Total return" shows how much your investment in the fund would
      have increased (or decreased) during each period, assuming you had
      reinvested all dividends and distributions. These Financial Highlights
      have been audited by Deloitte & Touche LLP, the fund's independent
      auditors, in conjunction with their annual audit of the fund's financial
      statements. Financial statements for the fiscal year ended November 30,
      1998 and the Independent Auditors' Report thereon appear in the Annual
      Report to Shareholders for the fiscal year ended November 30, 1998 and are
      incorporated by reference into the Statement of Additional Information,
      which is available upon request.

================================================================================
                                                      Class Y Shares
                                      ------------------------------------------
                                                  Year Ended November 30,

Per Share Operating Performance:              1998                       1997(a)

Net asset value, beginning of year           $0.00                        $0.0
- --------------------------------------------------------------------------------
Income from investment operations            
- --------------------------------------------------------------------------------
 Net investment income                        0.00                         0.00
- --------------------------------------------------------------------------------
 Net realized and unrealized                 
- --------------------------------------------------------------------------------
  gain (loss) on investments                  0.00                         0.00
- --------------------------------------------------------------------------------
Total from investment operations              0.00                         0.00
- --------------------------------------------------------------------------------
Distributions                                
- --------------------------------------------------------------------------------
 Dividends from net investment income        (0.00)                       (0.00)
- --------------------------------------------------------------------------------
 Distributions from net realized gain           --                            --
- --------------------------------------------------------------------------------
Net asset value, end of year                 $0.00                        $0.00
- --------------------------------------------------------------------------------
Total Return(b)                               0.00%                        0.00%
- --------------------------------------------------------------------------------
Ratios to Average Net Assets:                
- --------------------------------------------------------------------------------
 Expenses excluding waiver                    0.00%                        0.00%
- --------------------------------------------------------------------------------
 Net investment income                        0.00%                        0.00%
- --------------------------------------------------------------------------------

================================================================================
                                                   Year Ended November 30,
                                      ------------------------------------------
Supplemental Data For All Classes:            1998                        1997
- --------------------------------------------------------------------------------
Net Assets, end of year (000)                $0,000                      $0,000
- --------------------------------------------------------------------------------
Portfolio turnover rate                       0.00%                        0.00%
- --------------------------------------------------------------------------------

(a)   From December 10, 1997 commencement of operations.
(b)   Total return does not consider the effects of sales loads and assumes the
      reinvestment of all distributions.
(c)   Amount less than 0.01%. 
(d)   Not annualized.

      See Notes to Financial Statements.

15 Financial Information
<PAGE>

                                                                       Core Fund

LINE GRAPH COMPARISON

      Immediately below is a comparison of a $10,000 investment in class Y
      shares to the same investment in the Lehman Brothers Aggregate Bond Index,
      assuming reinvestment of all dividends and distributions.

================================================================================

                              [LINE GRAPH OMITTED]

================================================================================

                Average Annual Total Return At Maximum Applicable
              Sales Charge For The Periods Ending November 30, 1998

                                 1 Year         5 Years       10 Years (or Life)
================================================================================

 Class A(4)                       4.40%          4.66%            7.65%
- --------------------------------------------------------------------------------
 Class B(5)                       4.49%           -               7.25%
- --------------------------------------------------------------------------------
 Class C(6)                       8.80%           -               9.15%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(1)   Reflects the deduction of the maximum initial sales charge of 4.75%
(2)   Performance for the unmanaged Lehman Municipal Bond Index does not reflect
      transaction costs, management fees or sales charges.
(3)   Source: Lipper Analytical Services.
(4)   This shows total return which is the percent change in value, after
      deduction of the maximum initial sales charge of 4.75% applicable to class
      A shares, with all dividends and distributions reinvested for the periods
      shown ending September 30, 1998 using the SEC-required uniform method to
      compute total return. The class Y share inception date is 12/10/97.


                                                        Financial Information 16
<PAGE>

                       THIS PAGE INTENTIONALLY LEFT BLANK


17 The Funds
<PAGE>

                              For More Information

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

ANNUAL/SEMI-ANNUAL REPORT

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

STATEMENT OF ADDITIONAL INFORMATION ("SAI")

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

To obtain information:

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

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

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

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

SEC
http://www.sec.gov

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

      Core Fund

      Strategic Core Fund

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

================================================================================

                                                        -----------------
                                                            BULK RATE
                                                          U.S. POSTAGE
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LORD ABBETT
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Statement of Additional Information                      April 1, 1999
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                          Lord Abbett Investment Trust

                         U.S. Government Securities Fund
                Limited Duration U.S. Government Securities Fund
   
                                  Balanced Fund
                                 High Yield Fund
    

This Statement of Additional Information is not a Prospectus. A Prospectus may
be obtained from your securities dealer or from Lord Abbett Distributor LLC
("Lord Abbett Distributor") at The General Motors Building, 767 Fifth Avenue,
New York, New York 10153-0203. This Statement relates to, and should be read in
conjunction with, the Prospectus dated April 1, 1999.

   
Lord Abbett Investment Trust (referred to as the "Company") was organized as a
Delaware business trust on August 16, 1993. The Company's trustees have
authority to create separate classes and series of shares of beneficial
interest, without further action by shareholders. The Company has fivesix
series, four of which are discussed here -U.S. Government Securities Fund,
Limited Duration U.S. Government Securities Fund, Balanced Fund and High Yield
Fund. The U.S. Government Securities Fund offers four classes of shares: Class
A, Class B, Class C and Class P. The Limited Duration U.S.Government Fund offers
three classes of shares: Class A, Class C and Class P. The Balanced Fund offers
four classes of shares: Class A, Class B , Class C, and Class P. The High Yield
Fund offers four classes of shares, Class A, Class B, Class C and Class P. 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
Company 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 Company or by
calling 800-821-5129. In addition, you can make inquiries through your dealer.
    

              TABLE OF CONTENTS                                      Page

   
              1.   Investment Policies.................................2
              2.   Board Members and Officers..........................5
              3.   Investment Advisory and Other Services..............8
              4.   Portfolio Transactions..............................9
              5.   Purchases, Redemptions and Shareholder Services....10
    
       
   
              6.   Performance........................................18
              7.   Taxes..............................................19
              8.   Information About the Funds........................20
              9.   Financial Statements...............................21
              10.  Appendix...........................................21
    
<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 Seriesfund may
not: (1) borrow money, except that (i) each fund may borrow from banks (as
defined in the Act) in amounts up to 33 1/3% of its total assets (including the
amount borrowed), (ii) each fund may borrow up to an additional 5% of its total
assets for temporary purposes, (iii) each fund may obtain such short-term credit
as may be necessary for the clearance of purchases and sales of portfolio
securities and (iv) each Seriesfund may purchase securities on margin to the
extent permitted by applicable law; (2) pledge its assets (other than to secure
borrowings, or to the extent permitted by the fund's investment policies as
permitted by applicable law); (3) engage in the underwriting of securities,
except pursuant to a merger or acquisition or to the extent that, in connection
with the disposition of its portfolio securities, it may be deemed to be an
underwriter under federal securities laws; (4) make loans to other persons,
except that the acquisition of bonds, debentures or other corporate debt
securities and investment in government obligations, commercial paper,
pass-through instruments, certificates of deposit, bankers acceptances,
repurchase agreements or any similar instruments shall not be subject to this
limitation, and except further that each fund may lend its portfolio securities,
provided that the lending of portfolio securities may be made only in accordance
with applicable law; (5) buy or sell real estate (except that each fund may
invest in securities directly or indirectly secured by real estate or interests
therein or issued by companies which invest in real estate or interests therein)
or commodities or commodity contracts (except to the extent each fund may do so
in accordance with applicable law and without registering as a commodity pool
operator under the Commodity Exchange Act as, for example, with futures
contracts)); (6) with respect to 75% of its gross assets, buy securities of one
issuer representing more than (i) 5% of the its gross assets, except securities
issued or guaranteed by the U.S. government, its agencies or instrumentalities,
and for the Balanced Fund, 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 Fund only) invest in securities other than U.S. government
securities, as described in the Prospectus.

Compliance with these restrictions will be determined at the time of purchase or
sale of such securities and will not be affected by changes in the market value
of portfolio securities
    

Non-Fundamental Investment Restrictions

    
Each fund also is 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 fund may not: (1) borrow in excess of 33 1/3
% of its total assets (including the amount borrowed), and then only as a
temporary measure for extraordinary or emergency purposes; (2) make short sales
of securities or maintain a short position except to the extent permitted by
applicable law; (3) invest knowingly more than 15% of its net assets (at the
time of investment) in illiquid securities, except for securities qualifying for
resale under Rule 144A of the Securities Act of 1933, deemed to be liquid by the
Board of Trustees; (4) invest in the securities of other investment companies
except as permitted by applicable law; (5) invest in securities of issuers
which, with their predecessors, have a record of less than three years'
continuous operations, if more than 5% of the fund's' total assets would be
invested in such securities (this restriction shall not apply to mortgage-backed
securities, asset-backed securities or obligations issued or guaranteed by the
U.S. government, its agencies or instrumentalities); (6) hold securities of any
issuer if more than 1/2 of 1% of the securities of such issuer are owned
beneficially by one or more officers or trustees of the fund or by one or more
partners or members of the Company'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 fund's total assets (included within such limitation, but not to exceed
2% of the funds' total assets, are warrants which are not listed on the New York
or American Stock Exchange or a major foreign exchange); (8) invest in real
estate limited partnership interests or interests in oil, gas or other mineral
leases, or exploration or other development programs, except that each fund may
invest in securities issued by companies that engage in oil, gas or other
mineral exploration or other development activities; (9) write, purchase or sell
puts, calls, 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, 
    


                                       2
<PAGE>

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

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

Lending Portfolio Securities(applicable to High Yield?)

Each fund may lend portfolio securities to registered brokers-dealers. These
loans, if and when made, may not exceed 30% of the fund's total assets. The
fund's 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, each fund 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
Company.

By lending portfolio securities, each fund 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. gGovernment 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 fund will comply with the following conditions whenever it loans
securities: (i) the fund must receive at least 100% collateral from the
borrower; (ii) the borrower must increase the collateral whenever the market
value of the securities loaned rises above the level of the collateral; (iii)
the fund must be able to terminate the loan at any time; (iv) the fund must
receive reasonable compensation with respect to the loan, as well as any
dividends, interest or other distributions on the loaned securities; (v) the
fund may pay only reasonable fees in connection with the loan; and (vi) voting
rights on the loaned securities may pass to the borrower except that, if the und
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(applicable to High Yield?)

Each fund may enter into repurchase agreements with respect to a security. A
repurchase agreement is a transaction by which the fund acquires a security and
simultaneously commits to resell that security to the seller (a bank or
securities dealer), 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 fund have a total value in excess
of the value of the repurchase agreement.) Each fund requires at all times that
the repurchase agreement be collateralized by cash or U.S. Government securities
having a value equal to, or in excess of, the value of the repurchase agreement.
Such agreements permit the fund to keep all of its assets at work while
retaining flexibility in pursuit of investments of a longer term nature.

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

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


                                       3
<PAGE>

When-Issued Transactions (applicable to High Yield?)

    
As stated in the Prospectus, each fund may purchase portfolio securities on a
when-issued basis. When-issued transactions involve a commitment by the fund to
purchase securities, with payment and delivery ("settlement") to take place in
the future, in order to secure what is considered to be an advantageous price or
yield at the time of entering into the transaction. 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 fund makes the commitment to purchase a security on
a when-issued basis, it will record the transaction and reflect the liability
for the purchase and the value of the security in determining its net asset
value. Each fund, generally, has the ability to close out a purchase obligation
on or before the settlement date rather than take delivery of the security.
Under no circumstance will settlement for such securities take place more than
120 days after the purchase date.
    

Average Duration

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

Some of the securities in the Limited Duration Government funds' 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 Fund
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 fund's 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, 1998, the portfolio turnover rate for the
U.S. Government Securities Fund was     % as compared to 712.82% for the
previous year;     % for the Limited Duration Government Fund compared to
343.53% for the year ended November 30, 1997     % 1996;     % for the Balanced
Fund as compared to     % for the year ended ended November 30, 1997.

As discussed above, each fund 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 fund's 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.
    


                                       4
<PAGE>

       
   
                                       2.
                           Board Members and Officers

The following trustee is a partner of Lord, Abbett & Co. ("Lord Abbett"), The
General Motors Building, 767 Fifth Avenue, New York, New York 10153-0203. He has
been associated with Lord Abbett for over five years and is also an officer,
director or trustee of the twelve other Lord Abbett-sponsored funds. He is an
"interested person" as defined in the Act, and as such, may be considered to
have an indirect financial interest in the Rule 12b-1 Plan described in the
Prospectus.

Robert S. Dow, age 53, Chairman and President

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

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

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

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

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

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

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

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

Partner in the law firm of Wildman, Harrold, Allen & Dixon. Age 68.

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

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

C. Alan MacDonald
Directorship Inc.


                                       5
<PAGE>

8 Sound Shore Drive
Greenwich, Connecticut

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

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

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

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

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

The second column of the following table sets forth the compensation accrued for
the fund's outside trustees. The third and fourth columns set forth information
with respect to the equity-based benefits accrued for outside directors/trustees
maintained by the Lord Abbett-sponsored funds. The fourth column sets forth the
total compensation payable by such funds to the outside 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, 1998
       (1)                    (2)              (3)                      (4)

                                           Pension or              For Year Ended
                                           Retirement Benefits     December 31, 1998
                                           Accrued by the          Total Compensation
                          Aggregate        Fund and                Accrued by the Fund and
                          Compensation     All Other Lord          All Other Lord
                          Accrued by       Abbett-sponsored        Abbett-sponsored
Name of Board Member      the Fund(1)      Funds(2)                Funds(3)
- --------------------      ------------     -------------------     -----------------------
<S>                       <C>              <C>                     <C>
E. Thayer Bigelow         $                $                       $
William H. T. Bush*       $                $                       $
Robert B. Calhoun, Jr.**  $                $                       $
Stewart S. Dixon          $                $                       $
John C. Jansing           $                $                       $
C. Alan MacDonald         $                $                       $
Hansel B. Millican, Jr.   $                $                       $
Thomas J. Neff            $                $                       $
</TABLE>

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

1.    Outside trustees' fees, including attendance fees for board and committee
      meetings, are allocated among all Lord Abbett-sponsored funds based on the
      net assets of each fund. A portion of the fees payable by the fund to its
      outside 


                                       6
<PAGE>

      directors/trustees 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/trustees.

2.    The amounts in Column 3 were accrued by the Lord Abbett-Sponsored funds
      for the twelve months ended November 30, 1998 with respect to the equity
      based plans established for independent directors in 1996. This plan
      supercedes a previously approved retirement plan for all future directors.
      Current directors had the option to convert their accrued benefits under
      the retirement plan. All of the outside directors except one made such an
      election.

3.    This column shows aggregate compensation, including directors 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, 1998 The amounts of the aggregate compensation
      payable by the fund as of November 30, 1998 deemed invested in fund
      shares, including dividends reinvested and changes in net asset value
      applicable to such deemed investments, were: Mr. Bigelow, $ ; Mr. Dixon, $
      ; Mr. Jansing, $ ; Mr. MacDonald, $ ; Mr. Millican, $ and Mr. Neff, . If
      the amounts deemed invested in fund shares were added to each director's
      actual holdings of fund shares as of November 30, 1998, each would own,
      the following: Mr. Bigelow, shares; Mr. Dixon, shares; Mr. Jansing,
      shares; Mr. McDonald, shares; Mr. Millican, shares; and Mr. Neff, shares.

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

Except where indicated, the following executive officers of the fund have been
associated with Lord Abbett for over five years. Of the following, Messrs.
Brown, Carper, Gerber, Hilstad, Hudson and Morris are partners of Lord Abbett;
the others are employees.

Executive Vice Presidents:

Christopher J. Towle, age 41 (with Lord Abbett since 1988 and has over 17 years
of investment experience)

Robert Gerber, age 44 (with Lord Abbett since 1997, formerly Senior Portfolio
manager at Sanford C. Bernstein & Co. from 1992-1997)

Robert G. Morris, age 54

Vice Presidents:

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

Zane E. Brown, age 46

Daniel E. Carper, age 46

W. Thomas Hudson, age 57

Lawrence H. Kaplan, age 42 (with Lord Abbett since 1997 - formerly Vice
President and Chief Counsel of Salomon Brothers Asset Management Inc from 1995
to 1997, prior thereto Senior Vice President, Director and General Counsel of
Kidder Peabody Asset Management, Inc.)

Thomas F. Konop, age 56

Robert A. Lee, age 29 (with Lord Abbett since 1997, formerly Portfolio Manager
at Arm Capital Advisors from 1995-1997; prior thereto Assistant Portfolio
Manager at Kidder Peabody Asset Management from 1993-1995)


                                       7
<PAGE>

A.Edward Oberhaus III, age 38

Keith F. O'Connor, age 43

Walter H. Prahl, age 40 (wirh Lord Abbett since 1997, formerly Quantitative
Analyst at Sanford C. Bernstein & Co. from 1994-1997)

Treasurer:

Donna M. McManus, age 37 (with Lord Abbett since 1996, formerly a Senior Manager
at Deloitte & Touche LLP).

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

As of           , 1999 our officers and directors, as a group, owned less than
1% of our outstanding shares. As of           , 1999 there were no record 
holders of 5% or more of the fund's outstanding shares.
    

       

                                       3.
                     Investment Advisory and Other Services

       

   
The services performed by Lord Abbett are described under "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 Fund and the
Limited Duration Government Fund), .75 of 1% (in the case of the Balanced Fund)
and .60 of 1% (in the case of the High Yield Fund). These fees are allocated
among the classes of each fund based on the class' proportionate share of each
fund's average daily net assets.

Each fund 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 Fund
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 Fund was $2,770.

The management fees paid to Lord Abbett by the Balanced Fund fiscal years ended
October 31, 1996 November 30, 1997, and November 30, 1998 were$8,607, $48,151,
and $-------- respectively. For the one month ended November 30, 1996, the
management fee paid to Lord Abbett by the Balanced Fund 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 Fund) 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 Fund, Balanced Fund and 
    


                                       8
<PAGE>

   
High Yield Fund. 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 Fund. With respect to the Balanced Fund, 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 each fund and must be approved at least annually by
our trustees to continue in such capacity. Deloitte & Touche LLP perform audit
services for each 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 Company's
custodian.
    

                                       4.
                             Portfolio Transactions

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

Each fund's 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 Company and also are
employees of Lord Abbett. These traders do the trading as well for other
accounts -- investment companies (of which they are also officers) and other
investment clients -- managed by Lord Abbett. They are responsible for 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 a
fund; conversely, such services furnished in connection with brokerage on other
accounts managed by Lord Abbett may be used in connection with their management
a 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.
    


                                       9
<PAGE>

   
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 November 30, 1998, the Limited Duration Government
Fund, U.S. Government Fund and the High Yield Fund paid no commissions to
independent brokers. For the fiscal year ended November 30, 1998, the Balanced
Fund paid total commissions to independent brokers of $ .
    

                                       5.
                             Purchases, Redemptions
                            and Shareholder Services

   
Securities in each fund's portfolio are valued at their market values as of the
close of the New York Stock Exchange ("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
Company's officers, that market more accurately reflects the market value of the
bonds. Securities traded only in the over-the-counter market are valued at the
mean between the bid and asked prices, except that securities admitted to
trading on the NASDAQ National Market System are valued at the last sales price.
Securities for which market quotations are not available are valued at fair
value under procedures approved by the Board of Trustees. With respect to the
Balanced Fund, all assets and liabilities expressed in foreign currencies will
be converted into United States dollars at the mean between the buying and
selling rates of such currencies against United States dollars last quoted by
any major bank. If such quotations are not available, the rate of exchange will
be determined in accordance with policies established by the Board of Trustees
of the Company. The Board of Trustees will monitor, on an ongoing basis, the
Company's method of valuation.
    

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 ("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
SeriesFund, the Limited Duration Government Fund, the Balanced Fund and the High
Yield Fund on November 30, 1998 were computed as follows:
    


                                       10
<PAGE>

   
<TABLE>
<CAPTION>
                                                                    U.S.
                                      Limited Duration              Government
                                      Government         Balanced   Securities   High Yield
                                      Fund               Fund       Fund         Fund
                                      ----------------   --------   ----------   ----------
<S>                                     <C>              <C>        <C>          <C>
Net asset value per share (net assets 
  divided by shares outstanding)        $4.40            $12.80     $2.59        $

Maximum offering price per share - net 
  asset value divided by (.9700 for 
  Limited Duration Government Fund and 
  U. S. Government Securities Fund) and 
  (.9525 for Balanced Fund and High 
  Yield Fund)                           $4.54            $13.44     $2.72        $
</TABLE>
    

The Company 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 Fund and the Balanced Fund as follows:

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

Gross sales charge         $140,941             $8,059             $269,184

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

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

For the fiscal years ended , 1996 , 1997 and 1998, 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 Fund) as
follows:

                              1996              1997
                              ----              ----

Gross sales charge            $4,248,800        $1,469,770

Amount allowed
to dealers                    $3,623,071        $1,259,215
                              ----------        ----------

Net Commissions received
by Lord Abbett                $  625,729        $  210,555
                              ==========        ==========

Conversion of Class B Shares. The conversion of Class B shares of the U.S.
Government Securities Fund and the High Yield Fund 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
    


                                       11
<PAGE>

   
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. This Prospectus offers four classes designed 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 kikely
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 Company 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 Company 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 a fund is an
appropriate investment for you, the decision as to which class of shares is
better suited to your needs depends on a number of factors which you should
discuss with your financial adviser. The fund's class-specific expenses and the
effect of the different types of sales charges on your investment will affect
your investment results over time. The most important factors are how much you
plan to invest and how long you plan to hold your investment. If your goals and
objectives change over time and you plan to purchase additional shares, you
should re-evaluate those factors to see if you should consider 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 


                                       12
<PAGE>

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 
    


                                       13
<PAGE>

   
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 und and Class C shareholders.

Class A, B and C Rule 12b-1 Plans. As described in the Prospectus, each und has
adopted a Distribution Plan and Agreement pursuant to Rule 12b-1 of the Act for
each class of shares available in the applicable fund: the "A Plan," the "B
Plan" (U.S. Government Securities Fund 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 Company 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 Company subsequent to its last fiscal year. Lord Abbett uses 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 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
Company's Board of Trustees and of the Company trustees who are not interested
persons of the company 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 Company's outside trustees.
Each Plan may be terminated at any time by vote of a majority of the Company'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 funds) 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 fund 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 Fund, Balanced Fund and High Yield
Fund) 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 fund in connection with the sale of Class B shares.

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


                                       14
<PAGE>

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

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

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

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
fund and is intended to reimburse all or a portion of the amount paid by the
fund if the shares are redeemed before the fund has had an opportunity to
realize the anticipated benefits of having a long-term shareholder account in
the fund. In the case of Class B shares, the CDSC is received by Lord Abbett
Distributor and is intended to reimburse its expenses of providing
distribution-related service to the fund (including recoupment of the commission
payments made) in connection with the sale of Class B shares before Lord Abbett
Distributor has had an opportunity to realize its anticipated reimbursement by
having such a long-term shareholder account subject to the B Plan distribution
fee.

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

                                       15
<PAGE>

   
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 fund paid a 12b-1 fee and, in the case of Class B shares,
Lord Abbett Distributor paid no sales charge or service fee (including shares
acquired through reinvestment of dividend income and capital gains
distributions) or (iii) shares which, together with Exchanged Shares, have been
held continuously for 24 months from the end of the month in which the original
sale occurred (in the case of Class A shares); for six years or more (in the
case of Class B shares) 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
und 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 funds' 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 and Lord
Abbett Equity Fund ("LAEF") which is not issuing shares., .

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 


                                       16
<PAGE>

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 Fund 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 Company 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.


                                       17
<PAGE>

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

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


                                       18
<PAGE>

   
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 Fund) for the one, five and ten year
periods ended November 30, 1998 were     %,     % and     % for the Class A
shares. The total return for the Limited Duration Government Fund for the fiscal
year ended October 31, 1996, fiscal year ended November 30, 1997 and fiscal year
ended November 30, 1998 were     %,     % and     % for the Class A shares. The
total return for the Balanced Fund for the fiscal year ended October 31, 1996,
fiscal year ended November 30, 1997 and fiscal year ended November 30, 1998 were
    %,     % and     % for the Class A shares.

The ending redeemable value of shares of the Limited Duration Government Fund
and the Balanced Fund for the fiscal year ended November 30, 1997 were $     ,
$      and $     , respectively. The ending redeemable value for the Acquired
Fund (and subsequent to July 12, 1996 for the U.S. Government Securities Fund)
for the one, five and ten year periods ended November 30, 1998 were $     ,
$      and $     , respectively.

The total return for Class C shares of the Limited Duration Government
Securities and Balanced Fund 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 and 1998 were 1.97%, 0.09$, 4.40% and     %, respectively and 6.72%, 3.65%,
13.10% and     %, respectively. The total return for Class C shares of the U.S.
Government Securities Fund for the period July 15, 1996 to November 30, 1996 and
for the fiscal year ended November 30, 1997 and 1998 were 5.34%, 5.90% and
    %, respectively.

The total return for Class B shares of the U.S. Government Securities Fund for
the fiscal years ended November 30, 1997 and 1998 were 1.28% and     %,
respectively.
    

       

   
Each fund's 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 fund's 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 fund shares
outstanding during the period that were entitled to receive dividends and (ii)
the fund's 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, 1998, the
Limited Duration Government Fund and Balanced Fund yields were % and %,
respectively.

It is important to remember that any figures developed using the formulas above
represent past performance and an investor should be aware that the investment
return and principal value of the a fund's 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 fund 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 fund 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 fund 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 fund intends
to distribute to shareholders each year an amount adequate to avoid the
imposition of such excise tax. Dividends paid by the fund will qualify for the
dividends-received deduction for corporations to the extent that they are
derived from dividends paid by domestic corporations.
    


                                       19
<PAGE>

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

                                       8.
   
                           Information About the Funds

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 fFund. 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 fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to each fund, and
constitute the underlying assets of such fund. The underlying assets of each
fund are recorded on the books of account of the fund, and are to be charged
with the liabilities with respect to such fund 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 fund are entitled to receive as a
class the underlying assets of such fund 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
fFund'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.
    


                                       20
<PAGE>

                                       9.
                              Financial Statements

   
The financial statements for fiscal year ended November 30, 1998 and the report
of Deloitte & Touche LLP, independent auditors, on such annual financial
statements contained in the 1998 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.

                                       10.
                                    Appendix

                  Corporate Bond Ratings (High Yield Fund Only)

Moody's Investors Service, Inc.'s Corporate Bond Ratings

Aaa - Bonds which are rated Aaa are judged to be of the best quality and carry
the smallest degree of investment risk. Interest payments are protected by a
large or by an exceptionally stable margin, and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.

Aa - Bonds which are rated Aa are judged to be of high-quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities, fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A - Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds which are rated Baa are considered as medium-grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and, in
fact, have speculative characteristics as well.

Ba - Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance and
other terms of the contract over any long period of time may be small.

Caa - Bonds that are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca - Bonds that are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C - Bonds that are rated C are the lowest-rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.


                                       21
<PAGE>

Standard & Poor's Corporation's Corporate Bond Ratings

AAA - This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

AA - Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong and in the majority of instances they
differ from AAA issues only in small degree.

A - Bonds rated A have a strong capacity to pay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

BBB - Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

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

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


                                       22
<PAGE>

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

Statement of Additional Information                              April 1, 1998

                                    Core Fund
                               Strategic Core Fund
     ----------------------------------------------------------------------

This Statement of Additional Information is not a Prospectus. A Prospectus may
be obtained from your securities dealer or from Lord Abbett Distributor LLC
("Lord Abbett Distributor") at The General Motors Building, 767 Fifth Avenue,
New York, New York 10153-0203. This Statement relates to, and should be read in
conjunction with, the Prospectus dated April 1, 1998.

Lord Abbett Investment Trust (referred to as the "Company") was organized as a
Delaware business trust on August 16, 1993. The Company's trustees have
authority to create separate classes and series of shares of beneficial
interest, without further action by shareholders. The Company has five series,
only two of which, Core Fund and Strategic Core Fund, are offered in this
Statement . There only class of shares is Class Y shares. All shares have equal
noncumulative voting rights and equal rights with respect to dividends, assets
and liquidation, except for certain class-specific expenses. They are fully paid
and nonassessable when issued and have no preemptive or conversion rights.
Further classes or series may be added in the future. The Investment Company Act
of 1940, as amended (the "Act") requires that where more than one class or
series exists, each class or series must be preferred over all other classes or
series in respect of assets specifically allocated to such class or series.

Rule 18f-2 under the Act provides that any matter required to be submitted, by
the provisions of the Act or applicable state law or otherwise, to the holders
of the outstanding voting securities of an investment company such as the
Company 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.

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

INSERT TABLE OF CONTENTS HERE

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


                                       1
<PAGE>

government, its agencies or instrumentalities or (ii) 10% of the voting
securities of such issuer; (7) invest more than 25% of its assets, taken at
market value, in the securities of issuers in any particular industry (excluding
(i) securities of the U.S. government, its agencies and instrumentalities and
(ii) mortgage-backed securities); and (8) issue senior securities to the extent
such issuance would violate applicable law.

With respect to these restrictions, compliance will be determined at the time of
purchase or sale of such securities and will not be affected by changes in the
market value of portfolio 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 fund may not: (1) borrow in
excess of 5% of its gross assets taken at cost or market value, whichever is
lower at the time of borrowing, and then only as a temporary measure for
extraordinary or emergency purposes; (2) make short sales of securities or
maintain a short position except to the extent permitted by applicable law; (3)
invest knowingly more than 15% of its net assets (at the time of investment) in
illiquid securities, except for securities qualifying for resale under Rule 144A
of the Securities Act of 1933, deemed to be liquid by the Board of Trustees; (4)
invest in the securities of other investment companies except as permitted by
applicable law; (5) hold securities of any issuer if more than 1/2 of 1% of the
securities of such issuer are owned beneficially by one or more officers or
trustees of the fund or by one or more partners or members of the fund's
underwriter or investment adviser if these owners in the aggregate own
beneficially more than 5% of the securities of such issuer; (6) invest in
warrants if, at the time of the acquisition, its investment in warrants, valued
at the lower of cost or market, would exceed 5% of the fund's total assets
(included within such limitation, but not to exceed 2% of the fund's total
assets, are warrants which are not listed on the New York or American Stock
Exchange or a major foreign exchange); (7) invest in real estate limited
partnership interests or interests in oil, gas or other mineral leases, or
exploration or other development programs, except that each fund may invest in
securities issued by companies that engage in oil, gas or other mineral
exploration or other development activities; (8) write, purchase or sell puts,
calls, straddles, spreads or combinations thereof, except to the extent
permitted in the fund's prospectus and statement of additional information, as
they may be amended from time to time; or (9) buy from or sell to any of its
officers, trustees, employees, or its investment adviser or any of its officers,
trustees, partners or employees, any securities other than shares of beneficial
interest in such fund.

Although there is no current intention to do so, Strategic Core Fund may invest
in financial futures and options on financial futures.

Foreign Currency Hedging Techniques

Strategic Core Fund may use various foreign currency hedging techniques
described below, including forward foreign currency contracts and foreign
currency put and call options.

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

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


                                       2
<PAGE>

Foreign Currency Put and Call Options. The fund may also purchase foreign
currency put options and write foreign currency call options on U.S. exchanges
or U.S. over-the-counter markets. A put option gives the fund, upon payment of a
premium, the right to sell a currency at the exercise price until the expiration
of the option and serves to insure against adverse currency price movements in
the underlying portfolio assets denominated in that currency.

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

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

Lending Portfolio Securities

Each fund may lend portfolio securities to registered brokers-dealers. These
loans, if and when made, may not exceed 30% of the fund's total assets. The
funds' 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, each fund 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 a
fund.

By lending portfolio securities, each fund may 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 fund will comply with the following
conditions whenever it loans securities: (i) the fund must receive at least 100%
collateral from the borrower; (ii) the borrower must increase the collateral
whenever the market value of the securities loaned rises above the level of the
collateral; (iii) the fund must be able to terminate the loan at any time; (iv)
the fund must receive reasonable compensation with respect to the loan, as well
as any dividends, interest or other distributions on the loaned securities; (v)
the fund may pay only reasonable fees in connection with the loan; and (vi)
voting rights on the loaned securities may pass to the borrower except that, if
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 fund may enter into repurchase agreements with respect to a security. A
repurchase agreement is a transaction by which the fund acquires a security and
simultaneously commits to resell that security to the seller (a bank or
securities dealer), 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 fund must have a total value in
excess of the value of the repurchase agreement.) Each fund requires at all
times that the repurchase agreement be collateralized by cash or U.S. government
securities having a value equal to, or in excess of, the value of the repurchase
agreement. Such agreements permit the funds to keep all of their 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 fund may incur a loss upon disposition of
them. If the seller of the agreement becomes insolvent and subject to
liquidation or reorganization under the Bankruptcy Code or other laws, a
bankruptcy court may determine that the underlying securities are collateral not
within the control of the fund and are therefore subject to sale by the trustee
in bankruptcy. Even though the repurchase agreements may have maturities of
seven days or less, they may lack liquidity, especially if the issuer encounters
financial difficulties. While management acknowledges 


                                       3
<PAGE>

these risks, it is expected that they can be controlled through stringent
selection criteria and careful monitoring procedures. Management intends to
limit repurchase agreements for the funds to transactions with dealers and
financial institutions believed to present minimal credit risks. Management will
monitor creditworthiness of the repurchase agreement sellers on an ongoing
basis.

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

When-Issued Transactions

As stated in the Prospectus, each fund may purchase portfolio securities on a
when-issued basis. When-issued transactions involve a commitment by a fund to
purchase securities, with payment and delivery ("settlement") to take place in
the future, in order to secure what is considered to be an advantageous price or
yield at the time of entering into the transaction. 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 a fund makes the commitment to purchase a security on a
when-issued basis, it will record the transaction and reflect the liability for
the purchase and the value of the security in determining its net asset value.
Each fund generally has the ability to close out a purchase obligation on or
before the settlement date rather than take delivery of the security. Under no
circumstance will settlement for such securities take place more than 120 days
after the purchase date.

Average Duration

Each fund limits its average dollar weighted portfolio duration to a range of
between two years more than and two years less than the Lehman Brothers
Aggregate Bond Index. Since this index currently has a duration of ___ years,
this range currently is between ___ years and ___ years. However, many of the
securities in which each fund invests will have remaining durations in excess of
___ years.

Some of the securities in each fund's 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, each fund 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 each fund's 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, 1998, the Core Fund's portfolio turnover
rate was __%. The portfolio turnover rate for the Strategic Core Fund's first
year of operation is expected to be within a range of 100% - 1,000%. As
discussed above, each fund may purchase securities on a when-issued basis with
settlement taking place after the purchase date (without amortizing any
premiums). If the funds use this investment technique, it is expected to
contribute significantly to the portfolio turnover rates. However, it will have
little or no transaction cost or adverse tax consequences. Transaction costs
normally will exclude brokerage because each fund's 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


                                       4
<PAGE>

The following trustee is a partner of Lord Abbett, The General Motors Building,
767 Fifth Avenue, New York, New York 10153-0203. He has been associated with
Lord Abbett for over five years and also is an officer and/or director or
trustee of the twelve other Lord Abbett-sponsored funds. He is a "interested
person" as defined in the Act, and as such, may be considered to have an
indirect financial interest in the Rule 12b-1 Plan described in the Prospectus.

Robert S. Dow, age 52, Chairman and President

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

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

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

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

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

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

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

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

Partner in the law firm of Wildman, Harrold, Allen & Dixon. Age 68.

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

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

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

Managing Director of Directorship Inc., a consultancy in board management and
corporate governance. Formerly General Partner of The Marketing Partnership,
Inc., a full service marketing consulting firm (1994-1997). Prior to that,
Chairman and Chief Executive Officer of Lincoln Snacks, Inc., manufacturer of
branded snack foods (1992-1994). His career spans 36 years at Stouffers and
Nestle with 18 of 


                                       5
<PAGE>

the years as Chief Executive Officer. Currently serves as Director of DenAmerica
Corp., J. B. Williams Company, Inc., Fountainhead Water Company and Exigent
Diagnostics. Age 65.

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

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

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

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

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

<TABLE>
<CAPTION>
                   For the Fiscal Year Ended November 30, 1998
                   -------------------------------------------

                                           Pension or              For Year Ended
                                           Retirement Benefits     December 31, 1998
                                           Accrued by the          Total Compensation
                          Aggregate        Fund and                Accrued by the Fund and
                          Compensation     All Other Lord          All Other Lord
                          Accrued by       Abbett-sponsored        Abbett-sponsored
Name of Board Member      the Fund(1)      Funds(2)                Funds(3)
- --------------------      ------------     -------------------     -----------------------
<S>                       <C>              <C>                     <C>
E. Thayer Bigelow         $                $                       $
William H. T. Bush*       $                $                       None
Robert B. Calhoun, Jr.**  $                $                       None
Stewart S. Dixon          $                $                       $
John C. Jansing           $                $                       $
C. Alan MacDonald         $                $                       $
Hansel B. Millican, Jr.   $                $                       $
Thomas J. Neff            $                $                       $
</TABLE>

*  Elected trustee as of August 13, 1998.
** Elected trustee as of June 17, 1998. 
and 
1.    Outside trustee/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
      Company to its outside trustees is being deferred under a plan that deems
      the deferred amounts to be invested in shares of the Company for later
      distribution to the trustees.

2.    The amounts in Column 3 were accrued by the Lord Abbett-sponsored Funds
      for the twelve months ended November 30, 1998 with respect to the equity
      based plans established for independent trustees/directors 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.


                                       6
<PAGE>

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, 1998. The amounts of the aggregate compensation
      payable by the Company as of December 31, 1998 deemed invested in Company
      shares, including dividends reinvested and changes in net asset value
      applicable to such deemed investments, were: Mr. Bigelow, $   ; Mr. Bush,
      $   ; Mr. Calhoun, $   ; Mr. Dixon, $   ; Mr. Jansing, $   ; Mr.
      MacDonald, $   ; Mr. Millican, $    and Mr. Neff, $   . If the amounts
      deemed invested in Company shares were added to each director's actual
      holdings of Company shares as of December 31, 1998, each would own the
      following: Mr. Bigelow, shares; Mr. Bush, shares; Mr. Calhoun, shares; Mr.
      Dixon, shares; Mr. Jansing, shares; Mr. McDonald, shares; Mr. Millican,
      shares; and Mr. Neff, shares.

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

Except where indicated, the following executive officers of the Fund have been
associated with Lord Abbett for over five years. Of the following, Messrs.
Allen, Brown, Carper, Ms. Foster, Messrs. Gerber, Hilstad, Morris, Noelke, and
Walsh are partners of Lord Abbett; the others are employees; Robert Gerber, age
44 (with Lord Abbett since 1997 formerly Senior Portfolio Manager of Sanford C.
Bernstein & Co., Inc.), Executive Vice President; Paul A. Hilstad, age 56 (with
Lord Abbett since 1995 - formerly Senior Vice President and General Counsel of
American Capital Management & Research, Inc.), Vice President and Secretary;
Stephen I. Allen, age 45; Zane E. Brown, age 47; Daniel E. Carper, age 46; Daria
Foster, age 44; Lawrence H. Kaplan, age 42 (with Lord Abbett since 1997 -
formerly Vice President and Chief Counsel of Salomon Brothers Asset Management
Inc. from 1995 1997; before that, Senior Vice President, Director and General
Counsel of Kidder Peabody Asset Management, Inc.); Robert G. Morris, age 54;
Robert Noelke, age 41; Thomas F. Konop, age 56; A. Edward Oberhaus, age 38; John
J. Walsh, age 62; Vice Presidents; Keith F. O'Connor, age 43, Vice President and
Assistant Treasurer, and Donna McManus, age 38 (with Lord Abbett since 1996; 04
that, Senior Manager at Deloitte & Touche LLP), Treasurer.

The Company does not hold annual meetings of shareholders unless one or more
matters are required to be acted on by shareholders under the Act. Under the
Company's Declaration of Trust, shareholder meetings may be called at any time
by certain officers of the Company or by a majority of the trustees (i) for the
purpose of taking action upon any matter requiring the vote or authority of the
Company's shareholders or upon other matters deemed to be necessary or 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 December 31, 1998, our officers and trustees as a group owned __% of the
outstanding shares of Core Fund and __% of Strategic Core Fund.

      3.

      Investment Advisory and Other Services

As described under "Management" in the Prospectus, Lord Abbett is each fund's
investment manager.

The services performed by Lord Abbett are described under "Management" in the
Prospectus. Under the Management Agreement, each fund is obligated to pay Lord
Abbett a monthly fee, based on average daily net assets for that month, at the
annual rate of .50 of 1%.

Each fund 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 


                                       7
<PAGE>

mailing prospectuses to existing shareholders, insurance premiums and brokerage
and other expenses connected with executing portfolio transactions.

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

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

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

      4.

      Portfolio Transactions

The funds expect that purchases and sales of their portfolio securities usually
will be principal transactions and normally such securities will be purchased
directly from the issuer or from an underwriter or market maker for the
securities. Therefore, the funds 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 fund's 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 Company and also are
employees of Lord Abbett. These traders do the trading as well for other
accounts -- investment companies (of which they are also officers) and other
investment clients -- managed by Lord Abbett. They are responsible for 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
funds, conversely, such services furnished in connection with brokerage on other
accounts managed by Lord Abbett may be used in connection with their management
of the funds, 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.


                                       8
<PAGE>

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 each 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.

      5.

      Purchases, Redemptions 

      and Shareholder Services

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

With respect to the foreign assets of the Strategic Core Fund, all assets and
liabilities expressed in foreign currencies will be converted into U.S. dollars
at the mean between the buying and selling rates of such currencies against U.S.
dollars last quoted by any major bank. If such quotations are not available, the
rate of exchange will be determined in accordance with policies established by
the Board of Trustees of the Company. The Board of Trustees will monitor, on an
ongoing basis, each 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".

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 Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.

The offering price of Class Y shares of the funds for the period indicated below
were computed as follows:

                                                 December 31, 1997
                                                 -------------------------------

                                                 Core Fund   Strategic Core Fund
                                                 ---------   -------------------


                                       9
<PAGE>

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

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

Shareholders in other Lord Abbett-sponsored funds have the same right to
exchange their shares for the corresponding class each fund's shares. Exchanges
are based on relative net asset values on the day instructions are received by
the Company in Kansas City if the instructions are received prior to the close
of the NYSE in proper form. No sales charges are imposed except in the case of
exchanges out of GSMMF (unless a sales charge (front-end, back-end or level) was
paid on the initial investment in a Lord Abbett-sponsored fund). Exercise of the
exchange privilege will be treated as a sale for federal income tax purposes,
and, depending on the circumstances, a gain or loss may be recognized. In the
case of an exchange of shares that have been held for 90 days or less where no
sales charge is payable on the exchange, the original sales charge incurred with
respect to the exchanged shares will be taken into account in determining gain
or loss on the exchange only to the extent such charge exceeds the sales charge
that would have been payable on the acquired shares had they been acquired for
cash rather than by exchange. The portion of the original sales charge not so
taken into account will increase the basis of the acquired shares.

Shareholders have the exchange privilege unless they refuse it in writing. You
should not view the exchange privilege as a means for taking advantage of
short-term swings in the market, and we reserve the right to terminate or limit
the privilege of any shareholder who makes frequent exchanges. We can revoke or
modify the privilege for all shareholders upon 60 days' prior notice. "Eligible
Funds" are other Lord Abbett-sponsored funds which are eligible for the exchange
privilege, except (1) certain tax-free, single-state funds where the exchanging
shareholder is a resident of a state in which such fund is not offered for sale,
(2) Lord Abbett Series Fund ("LASF") which offers its shares only in connection
with certain variable annuity contracts, (3) Lord Abbett Equity Fund ("LAEF")
which is not issuing shares, and (4) Lord Abbett U.S. Government Securities
Money Market Fund ("GSMMF") (except for holdings in GSMMF that are attributable
to any shares exchanged from the Lord Abbett family of funds). An Eligible Fund
also is any Authorized Institution's affiliated money market fund satisfying
Lord Abbett Distributor as to certain omnibus account and other criteria.

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

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

Our Board of Trustees may authorize redemption of all of the shares in any
account in which there are fewer than 25 shares. Before authorizing such
redemption, the Board must determine that it is in our economic best interest or
necessary to reduce disproportionately burdensome expenses in servicing
shareholder accounts. At least 30 days' prior written notice will be given
before any such redemption, during which time shareholders may avoid redemption
by bringing their accounts up to the minimum set by the Board.

      6.

      Performance

Each fund computes the average annual compounded rate of total return for its
Class Y shares during specified periods that would equate the initial amount
invested to the ending redeemable value of such investment by adding one to the
computed average annual 


                                       10
<PAGE>

total return, raising the sum to a power equal to the number of years covered by
the computation and multiplying the result by $1,000, which represents a
hypothetical initial investment. The calculation assumes deduction of no sales
charge (as described in the next paragraph) from the amount invested and
reinvestment of all income dividends and capital gains distributions on the
reinvestment dates at net asset value. The ending redeemable value is determined
by assuming a complete redemption at the end of the period(s) covered by the
average annual total return computation.

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

Each fund's yield quotation is based on a 30-day period ended on a specified
date, computed by dividing our net investment income per share earned during the
period by our net asset value per share on the last day of the period. This is
determined by finding the following quotient: take the fund's 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 fund shares outstanding
during the period that were entitled to receive dividends and (ii) the fund's
net asset value per share on the last day of the period. To this quotient add
one. This sum is multiplied by itself five times. Then one is subtracted from
the product of the multiplication and the remainder is multiplied by two. Yield
for the Class Y shares is shown based on the fund's net asset value per share.

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

      7.

Taxes

The value of any shares redeemed, 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 fund shares
which you have held for six months or less will be treated for federal income
tax purposes as a long-term capital loss to the extent of any distribution
designated by a fund as a "capital gains distribution" which you received with
respect to such shares. Losses on the sale of fund 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 fund 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 fund intends
to distribute to shareholders each year an amount adequate to avoid the
imposition of such excise tax. Dividends paid by each fund will qualify for the
dividends-received deduction for corporations to the extent that they are
derived from dividends paid by domestic corporations.

The Strategic Core Fund may be subject to foreign withholding taxes which would
reduce the yield on its investments. Tax treaties between certain countries and
the United States may reduce or eliminate such taxes. It is expected that fund
shareholders who are subject to United States federal income tax will be
entitled to claim a federal income tax credit or deduction for foreign income
taxes paid by the fund.

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


                                       11
<PAGE>

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

      8.

      Information about the Company

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

General. The assets of the Company received for the issue or sale of the shares
of each fund and all income, earnings, profits, and proceeds thereof, subject
only to the rights of creditors, are especially allocated to each fund, and
constitute the underlying assets of such fund. The underlying assets of each
fund are recorded on the books of account of the Company, and are to be charged
with the liabilities with respect to such fund and with a share of the general
expenses of the Company. Expenses with respect to the Company 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 Company, the holders of the shares of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.

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

Derivative actions on behalf of the Company or any fund may be brought only by
shareholders owning not less than 50% of the then outstanding shares of the
Company or any fund, 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 Company'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 Company to the extent
contemplated by the recommendations of such Advisory Group.

      9.

      Financial Statements


                                       12
<PAGE>

The financial statements for fiscal years ended November 30, 1997, and November
30, 1998 and the report of Deloitte & Touche LLP, independent public
accountants, on such annual financial statements contained in the 1998 Annual
Report to Shareholders of the Lord Abbett Investment Trust are incorporated
herein by reference to such financial statements and report in reliance upon the
authority of Deloitte & Touche LLP as experts in auditing and accounting.


                                       13
<PAGE>

PART C OTHER INFORMATION

Item 23 Exhibits

      (a)   Articles of Incorporation. Incorporated by reference.
      (b)   By-Laws. Incorporated by reference to Post-Effective Amendment No.
            19 to the Registration Statement on Form N-1A filed on December 30,
            1998.
      (c)   Instruments Defining Rights of Security Holders. Incorporated by
            reference.
      (d)   Investment Advisory Contracts. Incorporated by reference.
      (e)   Underwriting Contracts. Incorporated by reference.
      (f)   Bonus or Profit Sharing Contracts. Incorporated by reference.
      (g)   Custodian Agreements. Incorporated by reference.
      (h)   Other Material Contracts. Incorporated by reference.
      (i)   Legal Opinion. Incorporated by reference.
      (j)   Other Opinions. Incorporated by reference.
      (k)   Omitted Financial Statements. Incorporated by reference.
      (l)   Initial Capital Agreements. Incorporated by reference.
      (m)   Rule 12b-1 Plan. Incorporated by reference.
      (n)   Financial Data Schedule.
      (o)   Rule 18f-3 Plan. Incorporated by reference.

Item 24. Persons Controlled by or Under Common Control with the Fund

      None.

Item 25. Indemnification

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

      The Trust shall indemnify each of its Trustees, officers, employees and
      agents (including any individual who serves at its request as director,
      officer, partner, trustee or the like of another organization in which it
      has any interest as a shareholder, creditor or otherwise) against all
      liabilities and expenses, including but not limited to amounts paid in
      satisfaction of judgments, in compromise or as fines and penalties, and
      counsel fees reasonably incurred by him or her in connection with the
      defense or disposition of any action, suit or other proceeding, whether
      civil or criminal, before any court or administrative or legislative body
      in which he or she may be or may have been involved as a party or
      otherwise or with which he or she may be or may have been threatened,
      while acting as Trustee or as an officer, employee or agent of the Trust
      or the Trustees, as the case may be, or thereafter, by reason of his or
      her being or having been such a Trustee, officer, employee or agent,
      except with respect to any matter as to which he or she shall have been
      adjudicated not to have acted in good faith in the reasonable belief that
      his or her action was in the best interests of the Trust or any Series
      thereof. Notwithstanding anything herein to the contrary, if any matter
      which is the subject of indemnification hereunder relates only to one
      Series (or to more than one but not all of the Series of the Trust), then
      the indemnity shall be paid only out of the assets of the affected Series.
      No individual shall be indemnified hereunder against any liability to the
      Trust or any Series thereof or the Shareholders by reason of willful
      misfeasance, bad faith, gross negligence or reckless disregard of the
      duties involved in the conduct of his or her office. In addition, no such
      indemnity shall be provided with respect to any matter disposed of by
      settlement or a compromise payment by such Trustee, officer, employee or
      agent, pursuant to a consent decree or otherwise, either for said payment
      or for any other expenses unless there has been a determination that such


                                       1
<PAGE>

      compromise is in the best interests of the Trust or, if appropriate, of
      any affected Series thereof and that such Person appears to have acted in
      good faith in the reasonable belief that his or her action was in the best
      interests of the Trust or, if appropriate, of any affected Series thereof,
      and did not engage in willful misfeasance, bad faith, gross negligence or
      reckless disregard of the duties involved in the conduct of his or her
      office. All determinations that the applicable standards of conduct have
      been met for indemnification hereunder shall be made by (a) a majority
      vote of a quorum consisting of disinterested Trustees who are not parties
      to the proceeding relating to indemnification, or (b) if such a quorum is
      not obtainable or, even if obtainable, if a majority vote of such quorum
      so directs, by independent legal counsel in a written opinion, or (c) a
      vote of Shareholders (excluding Shares owned of record or beneficially by
      such individual). In addition, unless a matter is disposed of with a court
      determination (i) on the merits that such Trustee, officer, employee or
      agent was not liable or (ii) that such Person was not guilty of willful
      misfeasance, bad faith, gross negligence or reckless disregard of the
      duties involved in the conduct of his or her office, no indemnification
      shall be provided hereunder unless there has been a determination by
      independent legal counsel in a written opinion that such Person did not
      engage in willful misfeasance, bad faith, gross negligence or reckless
      disregard of the duties involved in the conduct of his or her office.

      The Trustees may make advance payments out of the assets of the Trust or,
      if appropriate, of the affected Series in connection with the expense of
      defending any action with respect to which indemnification might be sought
      under this Section 4.3. The indemnified Trustee, officer, employee or
      agent shall give a written undertaking to reimburse the Trust or the
      Series in the event it is subsequently determined that he or she is not
      entitled to such indemnification and (a) the indemnified Trustee, officer,
      employee or agent shall provide security for his or her undertaking, (b)
      the Trust shall be insured against losses arising by reason of lawful
      advances, or (c) a majority of a quorum of disinterested Trustees or an
      independent legal counsel in a written opinion shall determine, based on a
      review of readily available facts (as opposed to a full trial-type
      inquiry), that there is reason to believe that the indemnitee ultimately
      will be found entitled to indemnification. The rights accruing to any
      Trustee, officer, employee or agent under these provisions shall not
      exclude any other right to which he or she may be lawfully entitled and
      shall inure to the benefit of his or her heirs, executors, administrators
      or other legal representatives.

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

Item 26. Business and Other Connections of Investment Adviser

      Lord, Abbett & Co. acts as investment manager and/or principal underwriter
      for twelve other Lord Abbett open-end investment companies (of which it is
      principal underwriter for thirteen), and, as of September 30, 1998, as
      investment adviser to approximately 8,330 private accounts. Other than
      acting as Trustees (directors) and/or officers of open-end investment
      companies managed by Lord, Abbett & Co., none of Lord, Abbett & Co.'s
      partners has, in the past two fiscal years, engaged in any other business,
      profession, vocation or employment of a substantial nature for his own
      account or in the capacity of director, officer, employee, partner or
      trustee of any entity.


                                       2
<PAGE>

Item 27. Principal Underwriter

(a)   Lord Abbett Affiliated Fund, Inc.
      Lord Abbett Bond-Debenture Fund, Inc.
      Lord Abbett Mid-Cap Value Fund, Inc.
      Lord Abbett Developing Growth Fund, Inc.
      Lord Abbett Tax-Free Income Fund, Inc.
      Lord Abbett Government Securities Money Market Fund, Inc.
      Lord Abbett Tax-Free Income Trust
      Lord Abbett Global Fund, Inc.
      Lord Abbett Equity Fund
      Lord Abbett Series Fund, Inc.
      Lord Abbett Research Fund, Inc.
      Lord Abbett Securities Trust

      Investment Advisor
      American Skandia Trust (Lord Abbett Growth and Income Portfolio)

(b)   The partners of Lord, Abbett & Co. are:

      Name and Principal      Positions and Offices
      Business Address        with Registrant

      Robert S. Dow           Chairman and President
      Robert I. Gerber        Executive Vice President
      Robert G. Morris        Executive Vice President
      Paul A. Hilstad         Vice President & Secretary
      Zane E. Brown           Vice President
      Daniel E. Carper        Vice President
      W. Thomas Hudson, Jr.   Vice President

      The other general partners of Lord Abbett & Co. who are neither officers
      nor directors of the Registrant are Stephen Allen, John E. Erard, Robert
      P. Fetch, Daria L. Foster, Stephen J. McGruder, Michael McLaughlin, Robert
      J. Noelke, R. Mark Pennington, Christopher Towle and John J. Walsh.

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

(c)   Not applicable

Item 28. Location of Accounts and Records

      Registrant maintains the records, required by Rules 31a - 1(a) and (b),
      and 31a - 2(a) at its main office.

      Lord, Abbett & Co. maintains the records required by Rules 31a - 1(f) and
      31a - 2(e) at its main office.

      Certain records such as correspondence may be physically maintained at the
      main office of the Registrant's Transfer Agent, Custodian, or Shareholder
      Servicing Agent within the requirements of Rule 31a-3.

Item 29. Management Services

      None.


                                       3
<PAGE>

Item 30. Undertakings

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

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


                                       4
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York on the 29th day of
January, 1999.

                                                BY: /s/ Thomas F. Konop
                                                    -------------------
                                                    Thomas F. Konop
                                                    Vice President

                                    LORD ABBETT INVESTMENT TRUST


                                       5
<PAGE>

                                POWER OF ATTORNEY

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

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

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

                              Chairman, President
/s/ Robert S. Dow*            and Director/Trustee       January 29, 1999
- ------------------------   --------------------------    ----------------
Robert S. Dow

/s/ E. Thayer Bigelow*        Director/Trustee            January 29, 1999
- -------------------------   ------------------------    ------------------
E. Thayer Bigelow

/s/ William H. T. Bush*       Director/Trustee            January 29, 1999
- -------------------------   ------------------------    ------------------
William H. T. Bush

/s/ Robert B. Calhoun, Jr*.   Director/Trustee            January 29, 1999
- --------------------------   ------------------------    -----------------
Robert B. Calhoun, Jr.

/s/ Stewart S. Dixon*         Director/Trustee            January 29, 1999
- --------------------------   ------------------------    -----------------
Stewart S. Dixon

/s/ John C. Jansing*          Director/Trustee            January 29, 1999
- --------------------------   ------------------------    -----------------
John C. Jansing

/s/ C. Alan MacDonald*        Director/Trustee             January 29, 1999
- --------------------------   ------------------------    -----------------
C. Alan MacDonald

/s/ Hansel B. Millican, Jr*.  Director/Trustee             January 29, 1999
- ---------------------------  ------------------------    ------------------
Hansel B. Millican, Jr.


                                       6
<PAGE>

/s/ Thomas J. Neff*           Director/Trustee             January 29, 1999
- --------------------------   ------------------------    -----------------
Thomas J. Neff

*BY: /s/ Thomas F. Konop
     -------------------
     Thomas F. Konop
     Attorney-in-Fact


                                       7
<PAGE>

                                    EXHIBIT A

                        Lord Abbett Affiliated Fund, Inc.

                      Lord Abbett Bond-Debenture Fund, Inc.

                    Lord Abbett Developing Growth Fund, Inc.

                      Lord Abbett Mid-Cap Value Fund, Inc.

                          Lord Abbett Global Fund, Inc.

                          Lord Abbett Investment Trust

                          Lord Abbett Securities Trust

                     Lord Abbett Tax-Free Income Fund, Inc.

                        Lord Abbett Tax-Free Income Trust

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

                         Lord Abbett Research Fund, Inc.

                          Lord Abbett Series Fund, Inc.

                          Lord Abbett Equity Fund, Inc.


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<NAME> LORD ABBETT INVESTMENT TRUST
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   <NUMBER> 031
   <NAME> BALANCED SERIES - CLASS A
       
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<NET-CHANGE-IN-ASSETS>                        37334278
<ACCUMULATED-NII-PRIOR>                          28799
<ACCUMULATED-GAINS-PRIOR>                       570450
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           139407
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<GROSS-EXPENSE>                                 210903
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<PER-SHARE-NAV-BEGIN>                            12.80
<PER-SHARE-NII>                                    .54
<PER-SHARE-GAIN-APPREC>                            .40
<PER-SHARE-DIVIDEND>                               .52
<PER-SHARE-DISTRIBUTIONS>                          .35
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.87
<EXPENSE-RATIO>                                    .26
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

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<NAME> LORD ABBETT INVESTMENT TRUST
<SERIES>
   <NUMBER> 032
   <NAME> BALANCED SERIES - CLASS B
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
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<PERIOD-START>                             MAY-01-1998
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<INVESTMENTS-AT-COST>                         58675664
<INVESTMENTS-AT-VALUE>                        57098108
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<SHARES-COMMON-STOCK>                           396867
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<EXPENSES-NET>                                   11847
<NET-INVESTMENT-INCOME>                          39422
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<APPREC-INCREASE-CURRENT>                    (3714929)
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<DISTRIBUTIONS-OF-INCOME>                        35604
<DISTRIBUTIONS-OF-GAINS>                             0
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<NUMBER-OF-SHARES-REDEEMED>                      16357
<SHARES-REINVESTED>                               2589
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000911507
<NAME> LORD ABBETT INVESTMENT TRUST
<SERIES>
   <NUMBER> 033
   <NAME> BALANCED SERIES - CLASS C
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          NOV-30-1998
<PERIOD-START>                             DEC-01-1997
<PERIOD-END>                               NOV-30-1998
<INVESTMENTS-AT-COST>                         58675664
<INVESTMENTS-AT-VALUE>                        57098108
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000911507
<NAME> LORD ABBETT INVESTMENT TRUST
<SERIES>
   <NUMBER> 021
   <NAME> LIMITED DURATION US GOVERNMENT SERIES - CLASS A
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          NOV-30-1998
<PERIOD-START>                             DEC-01-1997
<PERIOD-END>                               NOV-30-1998
<INVESTMENTS-AT-COST>                         11038890
<INVESTMENTS-AT-VALUE>                        11318039
<RECEIVABLES>                                  3242216
<ASSETS-OTHER>                                 1899728
<OTHER-ITEMS-ASSETS>                            185330
<TOTAL-ASSETS>                                16645313
<PAYABLE-FOR-SECURITIES>                       5593035
<SENIOR-LONG-TERM-DEBT>                              0                    
<OTHER-ITEMS-LIABILITIES>                        52472
<TOTAL-LIABILITIES>                            5645507
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<PAID-IN-CAPITAL-COMMON>                      12674972
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<ACCUMULATED-NET-GAINS>                      (1744811)
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<ACCUM-APPREC-OR-DEPREC>                        279148
<NET-ASSETS>                                  10999806 
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<SHARES-REINVESTED>                              47643
<NET-CHANGE-IN-ASSETS>                          723585
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<ACCUMULATED-GAINS-PRIOR>                    (1784459)
<OVERDISTRIB-NII-PRIOR>                          94187
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000911507
<NAME> LORD ABBETT INVESTMENT TRUST
<SERIES>
   <NUMBER> 023
   <NAME> LIMITED DURATION US GOVERNMENT SERIES - CLASS C
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          NOV-30-1998
<PERIOD-START>                             DEC-01-1997
<PERIOD-END>                               NOV-30-1998
<INVESTMENTS-AT-COST>                         11038890
<INVESTMENTS-AT-VALUE>                        11318039
<RECEIVABLES>                                  3242216
<ASSETS-OTHER>                                 1899728
<OTHER-ITEMS-ASSETS>                            185330
<TOTAL-ASSETS>                                16645313
<PAYABLE-FOR-SECURITIES>                       5593035
<SENIOR-LONG-TERM-DEBT>                              0                          
<OTHER-ITEMS-LIABILITIES>                        52472
<TOTAL-LIABILITIES>                            5645507
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                      12674972
<SHARES-COMMON-STOCK>                          1185415
<SHARES-COMMON-PRIOR>                          1235919
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<OVERDISTRIBUTION-NII>                          125960
<ACCUMULATED-NET-GAINS>                      (1744811)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        279148
<NET-ASSETS>                                  10999806
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                               267669
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<EXPENSES-NET>                                   57167
<NET-INVESTMENT-INCOME>                         210502
<REALIZED-GAINS-CURRENT>                         39648
<APPREC-INCREASE-CURRENT>                        60289
<NET-CHANGE-FROM-OPS>                           623837
<EQUALIZATION>                                       0
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<NUMBER-OF-SHARES-SOLD>                         709733
<NUMBER-OF-SHARES-REDEEMED>                     785920
<SHARES-REINVESTED>                              25683
<NET-CHANGE-IN-ASSETS>                          723585
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                    (1784459)
<OVERDISTRIB-NII-PRIOR>                         145555
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<GROSS-EXPENSE>                                  78962
<AVERAGE-NET-ASSETS>                           4258808
<PER-SHARE-NAV-BEGIN>                             4.40
<PER-SHARE-NII>                                    .22
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<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000911507
<NAME> LORD ABBETT INVESTMENT TRUST 
<SERIES>
     <NUMBER> 011
     <NAME>   US GOVERNMENT SECURITIES SERIES - CLASS A
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          NOV-30-1998
<PERIOD-START>                             DEC-01-1997
<PERIOD-END>                               NOV-30-1998
<INVESTMENTS-AT-COST>                       2183428139
<INVESTMENTS-AT-VALUE>                      2224340799
<RECEIVABLES>                                495015832
<ASSETS-OTHER>                               168136567
<OTHER-ITEMS-ASSETS>                             13935
<TOTAL-ASSETS>                              2887507133
<PAYABLE-FOR-SECURITIES>                     971076125
<SENIOR-LONG-TERM-DEBT>                              0
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<TOTAL-LIABILITIES>                          985102878
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<PAID-IN-CAPITAL-COMMON>                    2425978692
<SHARES-COMMON-STOCK>                        648149209
<SHARES-COMMON-PRIOR>                        804678136
<ACCUMULATED-NII-CURRENT>                     13097755
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<ACCUMULATED-NET-GAINS>                    (572619975)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      40912660
<NET-ASSETS>                                1902404255
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            133910370
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                17211567
<NET-INVESTMENT-INCOME>                      116698803
<REALIZED-GAINS-CURRENT>                      42447914
<APPREC-INCREASE-CURRENT>                      4102771 
<NET-CHANGE-FROM-OPS>                        174973519
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    121519231
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<NUMBER-OF-SHARES-SOLD>                       31799161
<NUMBER-OF-SHARES-REDEEMED>                  212324614
<SHARES-REINVESTED>                           23996526
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<ACCUMULATED-NII-PRIOR>                       17080469
<ACCUMULATED-GAINS-PRIOR>                  (615067889)
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<PER-SHARE-NAV-BEGIN>                             2.59
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<EXPENSE-RATIO>                                    .94
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000911507
<NAME> LORD ABBETT INVESTMENT TRUST 
<SERIES>
     <NUMBER> 012
     <NAME>   U.S. GOVERNMENT SECURITIES SERIES - CLASS B
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          NOV-30-1998
<PERIOD-START>                             DEC-01-1997
<PERIOD-END>                               NOV-30-1998
<INVESTMENTS-AT-COST>                       2183428139
<INVESTMENTS-AT-VALUE>                      2224340799
<RECEIVABLES>                                495015832
<ASSETS-OTHER>                               168136567
<OTHER-ITEMS-ASSETS>                             13935
<TOTAL-ASSETS>                              2887507133
<PAYABLE-FOR-SECURITIES>                     971076125
<SENIOR-LONG-TERM-DEBT>                              0
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<ACCUM-APPREC-OR-DEPREC>                      40912660
<NET-ASSETS>                                1902404255
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
        <CIK> 0000911507
<NAME> LORD ABBETT INVESTMENT TRUST 
<SERIES>
     <NUMBER> 013
     <NAME>   U.S. GOVERNMENT SECURITIES SERIES - CLASS C
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          NOV-30-1998
<PERIOD-START>                             DEC-01-1997
<PERIOD-END>                               NOV-30-1998
<INVESTMENTS-AT-COST>                       2183428139
<INVESTMENTS-AT-VALUE>                      2224340799
<RECEIVABLES>                                495015832
<ASSETS-OTHER>                               168136567
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<NET-INVESTMENT-INCOME>                        9655041
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000911507
<NAME> LORD ABBETT INVESTMENT TRUST
<SERIES>
   <NUMBER> 045
   <NAME> CORE SERIES - CLASS Y
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          NOV-30-1998
<PERIOD-START>                             DEC-10-1997
<PERIOD-END>                               NOV-30-1998
<INVESTMENTS-AT-COST>                          5719719
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</TABLE>


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