LORD ABBETT INVESTMENT TRUST
485BPOS, 2000-03-31
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                                            Securities Act Act File No. 33-68090
                                        Investment Company 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. 26                       [X]

                                     and/or

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

                              Amendment No. 26                               [X]

                          LORD ABBETT INVESTMENT TRUST
                          ----------------------------
                Exact Name of Registrant as Specified in Charter
               90 Hudson Street Jersey City, New Jersey 07302-3973
               ---------------------------------------------------
                      Address of Principal Executive Office

                  Registrant's Telephone Number (800) 201-6984
                  --------------------------------------------

                       Lawrence H. Kaplan, Vice President
              90 Hudson Street, Jersey City, New Jersey 07302-3973
              ----------------------------------------------------
                     (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)
         -----------

             X      on April 1, 2000 pursuant to paragraph (b)
         -----------

                    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>

Lord Abbett

Investment Trust


Prospectus
     April 1, 2000

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


[GRAPHIC OMITTED]

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 each 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 Funds


    Information about the goal,    Balanced Fund                              2
principal strategy, main risks,    High Yield Fund                            6
          performance, and fees    Limited Duration U.S.
                   and expenses       Government Securities Fund              9
                                   U.S. Government Securities Fund            12


                             Your Investment


       Information for managing    Purchases                                  15
              your Fund account    Sales Compensation                         18
                                   Opening Your Account                       19
                                   Redemptions                                19
                                   Distributions and Taxes                    20
                                   Services For Fund Investors                20
                                   Management                                 21


                          For More Information


              How to learn more    Other Investment Techniques                23
                about the Funds    Glossary of Shaded Terms                   24
                                   Recent Performance                         26


                             Financial Information

  Financial highlights and line    Balanced Fund                              27
  graph comparison of each Fund    High Yield Fund                            29
                                   Limited Duration U.S.
                                      Government Securities Fund              31
                                   U.S. Government Securities Fund            33
                                   Compensation For Your Dealer               35




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



<PAGE>

                                                                   Balanced Fund

GOAL

     The Fund's investment objective is current income and capital growth.

PRINCIPAL STRATEGY

     To pursue its goal,  the Fund  invests in a portfolio of  underlying  funds
     managed by Lord,  Abbett & Co.  ("Lord  Abbett").  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
     without shareholder  approval,  but will have at least 65% of its assets in
     the Affiliated Fund and Bond-Debenture  Fund, taken together.  In addition,
     it will have at least 25% of its assets invested in fixed-income securities
     through one or more of the underlying funds.

     As of the date of this prospectus,  the Fund invested approximately half of
     its assets in each of the Affiliated Fund and the Bond-Debenture Fund.

     The Fund may  temporarily  reduce its holdings in the underlying  funds for
     defensive  purposes in response to adverse market  conditions and invest in
     short-term  debt  securities.  This  could  potentially  reduce  the Fund's
     ability to benefit from any upswing in the market and prevent the Fund from
     realizing its investment objective.

MAIN RISKS

     The Fund's  investments are  concentrated in the underlying funds and, as a
     result,  the Fund's  performance is directly related to their  performance.
     The Fund's ability to meet its investment  objective depends on the ability
     of  the   underlying   funds  to  achieve  their   investment   objectives.
     Consequently, the Fund is subject to the particular risks of the underlying
     funds in the proportions in which the Fund invests in them.

     AFFILIATED FUND,  MID-CAP VALUE FUND AND GROWTH  OPPORTUNITIES  FUND. These
     underlying  funds are  subject  to the  general  risks  and  considerations
     associated with equity  investing.  Their values will fluctuate in response
     to movements  in the stock market in general and to the changing  prospects
     of individual companies in which the underlying fund invests.

     In addition,  these Funds are subject to the  particular  risks  associated
     with the types of stocks in which they invest:  bargain  stocks in the case
     of the  Affiliated  Fund and Mid- Cap Value Fund;  and growth stocks in the
     case of the Growth  Opportunities  Fund. Different types of stocks shift
     in and out of favor depending on market and economic  conditions
     For instance,  the market may fail to recognize the intrinsic value
     of particular  bargain stocks for a long time.  Also,  growth companies may
     grow faster than other  companies  which may result in more  volatility  in
     their stock prices.

     If an underlying  fund's assessment of a company's value, its prospects for
     exceeding earnings expectations, or overall market conditions is wrong, the
     fund
     could suffer  losses or produce poor  performance  relative to other funds,
     even in a rising market.


We or the Fund refers to the Lord Abbett Balanced Series  ("Balanced  Fund"),  a
portfolio of Lord Abbett Investment Trust (the "Company").

Underlying funds: currently consist of:

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    U.S. Government Securities Series ("U.S. Government Securities Fund")

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

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


2 The Funds


<PAGE>

                                                                   Balanced Fund

     BOND-DEBENTURE  FUND.  This underlying fund is subject to the general risks
     and considerations associated with investing in debt securities.  The value
     of an  investment  in the fund will change as interest  rates  fluctuate in
     response to market movements.  When interest rates rise, the prices of debt
     securities are likely to decline,  and when interest rates fall, the prices
     of debt  securities tend to rise.

     There is also the risk that an issuer of a debt  security will fail to make
     timely  payments of  principal or interest to the  underlying  fund, a risk
     that is greater with junk bonds. Some issuers,  particularly of junk bonds,
     may  default  as to  principal  and/or  interest  payments  after  the Fund
     purchases their securities. This may result in losses to the Fund.

     The  Bond-Debenture  Fund may  invest up to 20% of its  assets  in  foreign
     securities. Investments in foreign securities may present increased market,
     liquidity, currency, political, information and other risks.

     An  investment  in the Fund is not a bank  deposit  and is not  insured  or
     guaranteed  by the  Federal  Deposit  Insurance  Corporation  or any  other
     government agency. While the Fund offers a greater level of diversification
     than many other  types of mutual  funds,  it is not a  complete  investment
     program and may not be appropriate for all investors.  You could lose money
     by investing in the Fund.

ABOUT THE BALANCED FUND'S UNDERLYING FUNDS

     The  Balanced  Fund may invest in five Lord Abbett  underlying  funds:  the
     Affiliated Fund,  Bond-Debenture  Fund, Growth  Opportunities Fund, Mid-Cap
     Value Fund,  and the U.S.  Government  Securities  Fund. The following is a
     concise  description  of the  investment  objectives  and practices of each
     underlying  fund  other  than the U.S.  Government  Securities  Fund  whose
     description may be found on page 12 of this prospectus. No offer is made in
     this prospectus of the shares of the underlying funds,  other than the U.S.
     Government Securities Fund.

     THE AFFILIATED FUND'S  investment  objective is long-term growth of capital
     and income without  excessive  fluctuations in market value. The Affiliated
     Fund uses  quantitative  and fundamental  research to identify those large,
     seasoned companies which the fund believes the market undervalues.

     THE BOND-DEBENTURE  FUND'S investment  objective 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 or "junk bonds",  at least 20% of its assets must be invested in
     any  combination  of  investment  grade debt  securities,  U.S.  Government
     securities and cash equivalents.

     THE GROWTH  OPPORTUNITIES  FUND'S  investment  objective is to seek 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.

     THE  MID-CAP  VALUE  FUND'S   investment   objective  is  to  seek  capital
     appreciation,  primar-ily  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.


                                                                     The Funds 3


<PAGE>

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

PERFORMANCE


     The bar chart and  table  below  provide  some  indication  of the risks of
     investing  in the  Fund  by  illustrating  the  variability  of the  Fund's
     returns.  Each assumes  reinvestment  of dividends and  distributions.  The
     Fund's past  performance  is not  necessarily an indication of how the Fund
     will perform in the future.

     The bar chart shows changes in the performance of the Fund's Class A shares
     from calendar year to calendar year.  This chart does not reflect the sales
     charges  applicable to Class A shares. If the sales charges were reflected,
     returns would be less.


================================================================================
Bar Chart (per calendar year) - Class A Shares

================================================================================
1995 - 22.8%
1996 - 9.1%
1997 - 17.3%
1998 - 8.8%
1999 - 11.0%

Best Quarter   4th Q `98  12.2%               Worst Quarter   3rd Q `98    -8.6%

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


     The table below shows how the average  annual  total  returns of the Fund's
     Class A, B and C shares compare to those of a broad-based securities market
     index and two more  narrowly  based  indices that more closely  reflect the
     market  sectors  in which the Fund  invests.  The  Fund's  returns  reflect
     payment of the maximum applicable front-end or deferred sales charges.

================================================================================
Average Annual Total Returns Through December 31, 1999

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

Share Class                      1 Year         5 Years       Since Inception(1)
Class A shares                    4.60%          12.31%             12.23%
- --------------------------------------------------------------------------------
Class B shares                    5.09%            -                 4.82%
- --------------------------------------------------------------------------------
Class C shares                    8.91%            -                12.96%
- --------------------------------------------------------------------------------
Russell 3000 Index(2)            20.90%          26.94%             26.94%(3)
                                                                    17.80%(4)
                                                                    27.81%(5)

- --------------------------------------------------------------------------------
60% Russell 3000, 40% Lehman     12.22%          19.27%             19.27%(3)
Brothers Aggregate Bond Index(2)                                    12.16%(4)
                                                                    19.28%(5)

- --------------------------------------------------------------------------------
Lipper Balanced Funds Average(2)  8.79%          16.26%             16.26%(3)
                                                                     8.00%(4)
                                                                    15.61%(5)

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

(1)  The date of  inception  for each class are: A -12/27/94;  B -5/1/98;  and C
     -7/15/96.
(2)  Performance  for the  unmanaged  indices does not reflect fees or expenses.
     The  performance of the indices is not  necessarily  representative  of the
     Fund's performance.
(3)  Represents total returns for the period 12/31/94 to 12/31/99, to correspond
     with Class A inception date.
(4)  Represents total returns for the period 4/30/98 to 12/31/99,  to correspond
     with Class B inception date.
(5)  Represents total returns for the period 7/31/96 to 12/31/99,  to correspond
     with Class C inception date.





4 The Funds


<PAGE>

                                                                   Balanced Fund

FEES AND EXPENSES

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

<TABLE>
<CAPTION>
=====================================================================================================
Fee Table

=====================================================================================================
                                              Class A    Class B(2)    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                  none(1)     5.00%       1.00%(1)    none
- -----------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets)(3)
- -----------------------------------------------------------------------------------------------------
Management Fees (See "Management")             0.75%       0.75%       0.75%       0.75%
- -----------------------------------------------------------------------------------------------------
Distribution (12b-1) and Service Fees(4)       0.35%       1.00%       1.00%       0.45%
- -----------------------------------------------------------------------------------------------------
Other Expenses                                 0.00%       0.00%       0.00%       0.00%
- -----------------------------------------------------------------------------------------------------
Total Operating Expenses                       1.10%       1.75%       1.75%       1.20%
- -----------------------------------------------------------------------------------------------------
</TABLE>


(1)  A  contingent  deferred  sales  charge of 1.00% may be  assessed on certain
     redemptions  of (a) Class A shares  made  within 24  months  following  any
     purchases  made without a sales charge,  and (b) Class C shares if they are
     redeemed before the first anniversary of their purchase.

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

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

(4)  Because  12b-1 fees 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.

While each class of shares of the Balanced  Fund is expected to operate with the
direct total operating  expenses shown under "Fee Table" above,  shareholders in
the Balanced Fund bear  indirectly  the Class Y share expenses of the underlying
funds in which the Balanced  Fund  invests.  The  following  chart  provides the
expense ratio for each of the underlying  fund's Class Y shares,  as well as the
approximate  percentage  of the  Balanced  Fund's  net assets  invested  in each
underlying fund on November 30, 1999:

                                    Underlying Funds'        % of Balanced Fund
                                     expense ratios               net assets

Affiliated Fund                           0.43%                       50%
================================================================================
Bond-Debenture Fund                       0.60%                       50%
================================================================================
Mid-Cap Value Fund                        1.02%                        -
================================================================================
Growth Opportunities Fund                 1.30%                        -
================================================================================
U.S. Government Securities Fund           0.69%                        -
================================================================================

Based on these figures, the weighted average Class Y share expense ratio for the
underlying  funds in which  Balanced  Fund  invests  is 0.52%  (the  "underlying
expense  ratio").  This figure is only an  approximation  of the Balanced Fund's
underlying  expense  ratio,  since the amount of assets  invested in each of the
underlying funds changes daily.

================================================================================
Example
================================================================================
This  example is intended to help you compare the cost of  investing in the Fund
with the cost of investing in other mutual  funds.  This  example,  like that in
other  funds'  prospectuses,  assumes  that you  invest  $10,000  in the Fund at
maximum sales charge, if any, for the time periods indicated and then redeem all
of your shares at the end of those  periods.  The example also assumes that your
investment  has a 5% return  each year and that the  Fund's  operating  expenses
remain the same.  In addition,  the example  assumes the Fund pays the operating
expenses  set forth in the fee table  above and the Fund's pro rata share of the
Class Y expenses of the  underlying  funds.  Although  your actual  costs may be
higher or lower, based on these assumptions your costs (including any applicable
contingent deferred sales charges) would be:

<TABLE>
<CAPTION>

Share Class                1 Year           3 Years           5 Years         10 Years

<S>                          <C>             <C>              <C>               <C>
Class A shares               $730            $1,057           $1,406            $2,386
======================================================================================
Class B shares               $730            $1,009           $1,415            $2,442
======================================================================================
Class C shares               $330            $ 709            $1,215            $2,605
======================================================================================
Class P shares               $175            $ 542            $ 933             $2,030
======================================================================================
You would have paid the following expenses if you did not redeem your shares:
Class A shares               $730            $1,057           $1,406            $2,386
======================================================================================
Class B shares               $230            $ 709            $1,215            $2,442
======================================================================================
Class C shares               $230            $ 709            $1,215            $2,605
======================================================================================
Class P shares               $175            $ 542            $ 933             $2,030
======================================================================================

</TABLE>

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


Lord Abbett is currently  waiving the management  fee for the Fund.  Lord Abbett
may stop waiving the management fee at any time.  Total operating  expenses with
the  management  fee waiver  are .35%  (Class A  shares),  1.00%  (Class B and C
shares), and 0.45% (Class P shares).


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


Other  expenses  include fees paid for  miscellaneous  items such as shareholder
service  fees and  professional  fees.  The Fund has  entered  into a  servicing
arrangement  with the underlying funds under which the underlying funds may bear
certain of the Fund's Other Expenses.  As a result,  the Fund does not expect to
bear any of these Other Expenses.



                                                                     The Funds 5


<PAGE>

                                                                 High Yield Fund


GOAL

     The Fund's  investment  objective  is to seek high  current  income and the
     opportunity for capital appreciation to produce a high total return.

PRINCIPAL STRATEGY

     To  pursue  its  goal,  the  Fund  normally   invests  in  high-yield  debt
     securities,  sometimes  called  "lower-rated  bonds" or "junk bonds," which
     entail greater risks than  investments in higher-rated or  investment-grade
     debt securities. Under normal circumstances,  the Fund invests at least 65%
     of its  total  assets in  lower-rated  debt  securities,  some of which are
     convertible into common stock or have warrants to purchase common stock.

     We  believe  that  a  high  total  return   (current   income  and  capital
     appreciation)  may  be  derived  from  an  actively  managed,   diversified
     portfolio  of  investments.   We  seek  unusual  values,   particularly  in
     lower-rated  debt  securities.  Higher yield on debt  securities  can occur
     during  periods of high inflation  when the demand for  borrowed  money is
     high.
     Also,  buying  lower-rated bonds when we believe the credit risk is
     likely to decrease, may generate higher returns.

     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 and prevent the Fund from
     achieving its investment objective.

MAIN RISKS

     The  lower-rated  bonds in which the Fund  invests  involve  risks that the
     bond's  issuers will not make payments of interest and  principal  payments
     when due. Some issuers may default as to principal and/or interest payments
     after we purchase  their  securities.  Through  portfolio  diversification,
     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 in response to market  movements.  When
     interest rates rise,  the prices of debt  securities are likely to decline,
     and when interest rates fall, the prices tend to rise.
     Also,  the market for high yield bonds generally is less liquid than the
     market for higher-rated securities.

     The  High  Yield  Fund  may  invest  up to  20% of its  assets  in  foreign
     securities. Investments in foreign securities may present increased market,
     liquidity, currency, political, information and other risks.

     An  investment  in the Fund is not a bank  deposit  and is not  insured  or
     guaranteed  by the  Federal  Deposit  Insurance  Corporation  or any  other
     government  agency.  The Fund is not a complete  investment program and may
     not be appropriate for all investors.  You could lose money by investing in
     the Fund.

We or the Fund  refers to Lord Abbett High Yield Fund  ("High  Yield  Fund"),  a
portfolio of the Company.


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

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


6 The Funds


<PAGE>
                                      High Yield Fund  Symbols:  Class A - LHYAX

PERFORMANCE


     The bar chart and  table  below  provide  some  indication  of the risks of
     investing  in the  Fund  by  illustrating  the  variability  of the  Fund's
     returns.  Each assumes  reinvestment  of dividends and  distributions.  The
     Fund's past  performance  is not  necessarily an indication of how the Fund
     will perform in the future.

     The bar chart shows changes in the performance of the Fund's Class A shares
     from calendar year to calendar year.  This chart does not reflect the sales
     charges  applicable to Class A shares. If the sales charges were reflected,
     returns would be less.


- --------------------------------------------------------------------------------
Bar Chart (per calendar year) - Class A Shares
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]

1999 - 6.6%

Best Quarter   4th Q `99  4.0%                Worst Quarter   3rd Q `99    -0.8%


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


     The table below shows how the average  annual  total  returns of the Fund's
     Class A, B and C shares  compare  to  those of two  broad-based  securities
     market  indices.   The  Fund's  returns  reflect  payment  of  the  maximum
     applicable front-end sales or deferred sales charges.


- --------------------------------------------------------------------------------
Average Annual Total Returns Through December 31, 1999
- --------------------------------------------------------------------------------


Share Class                                     1 Year        Since Inception(1)


Class A shares                                   1.50%              1.50%
- --------------------------------------------------------------------------------
Class B shares                                    .84%               .84%
- --------------------------------------------------------------------------------
Class C shares                                   4.81%              4.81%
- --------------------------------------------------------------------------------
Merrill Lynch High Yield Master Index(2)         1.57%              1.57%(3)
- --------------------------------------------------------------------------------
First Boston High Yield Index(2)                 3.28%              3.28%(3)
- --------------------------------------------------------------------------------

(1)  The date of inception for Class A, B and C shares is 12/31/98.

(2)  Performance  for  the  unmanaged  indices  does  not  reflect  any  fees or
     expenses. The performance of the indices is not necessarily  representative
     of the Fund's performance.

(3)  Represents  total return for the period 12/31/98 - 12/31/99,  to correspond
     with Class A, B and C shares inception date.






                                                                     The Funds 7


<PAGE>

                                                                 High Yield Fund

FEES AND EXPENSES

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

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------
Fee Table
- -----------------------------------------------------------------------------------------------------
                                              Class A    Class B(2)    Class C     Class P

Shareholder Fees (Fees paid directly from your investment)
- -----------------------------------------------------------------------------------------------------

<S>                                            <C>         <C>         <C>         <C>
Maximum Sales Charge on Purchases
- -----------------------------------------------------------------------------------------------------
(as a % of offering price)                     4.75%       none        none        none
- -----------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge                  none(1)     5.00%       1.00%(1)    none
- -----------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets)(3)
- -----------------------------------------------------------------------------------------------------
Management Fees (See "Management")             0.60%       0.60%       0.60%       0.60%
- -----------------------------------------------------------------------------------------------------
Distribution (12b-1) and Service Fees(4)       0.50%       1.00%       1.00%       0.45%
- -----------------------------------------------------------------------------------------------------
Other Expenses                                 0.26%       0.26%       0.26%       0.26%
- -----------------------------------------------------------------------------------------------------
Total Operating Expenses                       1.36%       1.86%       1.86%       1.31%
- -----------------------------------------------------------------------------------------------------
</TABLE>


(1)  A  contingent  deferred  sales  charge of 1.00% may be  assessed on certain
     redemptions  of (a) Class A shares  made  within 24  months  following  any
     purchases  made without a sales charge,  and (b) Class C shares if they are
     redeemed before the first anniversary of their purchase.

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

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

(4)  Because  12b-1 fees 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.

- --------------------------------------------------------------------------------
Example
- --------------------------------------------------------------------------------

This  example is intended to help you compare the cost of  investing in the Fund
with the cost of investing in other mutual  funds.  This  example,  like that in
other  funds'  prospectuses,  assumes  that you  invest  $10,000  in the Fund at
maximum sales charge, if any, for the time periods indicated and then redeem all
of your shares at the end of those  periods.  The example also assumes that your
investment  has a 5% return  each year and that the  Fund's  operating  expenses
remain the same.  Although  your actual  costs may be higher or lower,  based on
these assumptions your costs (including any applicable contingent deferred sales
charges) would be:

Share Class              1 Year         3 Years         5 Years         10 Years

Class A shares             $607          $885           $1,184            $2,032
- --------------------------------------------------------------------------------
Class B shares             $689          $885           $1,206            $2,049
- --------------------------------------------------------------------------------
Class C shares             $289          $585           $1,006            $2,180
- --------------------------------------------------------------------------------
Class P shares             $133          $415           $ 718             $1,579
- --------------------------------------------------------------------------------
You would have paid the following expenses if you did not redeem your shares:

Class A shares             $607          $885           $1,184            $2,032
- --------------------------------------------------------------------------------
Class B shares             $189          $585           $1,006            $2,049
- --------------------------------------------------------------------------------
Class C shares             $189          $585           $1,006            $2,180
- --------------------------------------------------------------------------------
Class P shares             $133          $415           $ 718             $1,579
- --------------------------------------------------------------------------------



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 shareholder
service fees and professional fees.




8 The Funds


<PAGE>

                                Limited Duration U.S. Government Securities Fund


GOAL

     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. The Fund is not a money market fund.

PRINCIPAL STRATEGY

     To  pursue   its  goal,   the  Fund   primarily   invests   in  short-  and
     intermediate-duration  U.S.  Government  securities  which the Fund expects
     will produce 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
     instrumentalities, including mortgage-related securities, such as:

     o Federal Home Loan Banks

     o Federal Home Loan Mortgage Corporation

     o Federal National Mortgage Association

     o Government National Mortgage Association

     The Fund attempts to manage, but not eliminate,  interest rate risk through
     its management of the average duration of the securities it holds. Duration
     is a mathematical  concept that measures a portfolio's exposure to interest
     rate  changes.  The Fund  expects to maintain  its average  duration  range
     between  one and four  years.  The  higher the  Fund's  duration,  the more
     sensitive it is to interest rate risk.

MAIN RISKS

     The Fund is subject to the general risks and considerations associated with
     investing in debt securities.  Although the U.S.  Government  securities in
     which the Fund  invests are  guaranteed  as to  payments  of  interest  and
     principal,  their market prices are not  guaranteed  and will  fluctuate in
     response to market movements.  When interest rates rise, the prices of debt
     securities are likely to decline,  and when interest rates fall, the prices
     of debt  securities  tend to rise.  Likewise,  the value of your investment
     will  change as  interest  rates  fluctuate.  The Fund does not  attempt to
     maintain a stable net asset value.

     The  mortgage-related  securities  in which the Fund may invest,  including
     collateralized mortgage obligations ("CMOs"), may be particularly sensitive
     to changes in  prevailing  interest  rates.  The holders of the  underlying
     mortgages  may be  able  to  repay  principal  in  advance  and  may do so,
     especially when interest rates are falling. When mortgages are prepaid, the
     Fund may have to reinvest in  securities  with a lower  yield.  Conversely,
     principal payments may arrive at a slower pace
     in times of rising interest rates. The
     Fund may then be unable to invest  in  higher  yielding  securities.  These
     circumstances may result in lower performance for the Fund.

     An  investment  in the Fund is not a bank  deposit  and is not  insured  or
     guaranteed  by the  Federal  Deposit  Insurance  Corporation  or any  other
     government  agency.  The Fund is not a complete  investment program and may
     not be appropriate for all investors.  You could lose money by investing in
     the Fund.

We or the Fund refers to Limited  Duration  U.S.  Government  Securities  Series
("Limited Duration U.S. Government Fund"), a series of the Company.

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

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


                                                                     The Funds 9


<PAGE>

Limited Duration U.S. Gov't Securities Fund       Symbols:  Class A - LALDX
                                                            Class C - LDLAX

PERFORMANCE


     The bar chart and  table  below  provide  some  indication  of the risks of
     investing  in the  Fund  by  illustrating  the  variability  of the  Fund's
     returns.  Each assumes  reinvestment  of dividends and  distributions.  The
     Fund's past  performance  is not  necessarily an indication of how the Fund
     will perform in the future.

     The bar chart shows changes in the performance of the Fund's Class A shares
     from calendar year to calendar year.  This chart does not reflect the sales
     charges  applicable to Class A shares. If the sales charges were reflected,
     returns would be less.

================================================================================
Bar Chart (per calendar year) - Class A Shares
================================================================================

[GRAPHIC OMITTED]

1994 - -3.5%
1995 - 10.1%
1996 - 1.3%
1997 - 6.9%
1998 - 6.6%
1999 - 2.8%

Best Quarter   3rd Q `98  3.4%                Worst Quarter   1st Q `94    -2.8%

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

     The table below shows how the average  annual  total  returns of the Fund's
     Class A and C shares  compare to those of a broad-based  securities  market
     index and a more narrowly based index that more closely reflects the market
     sectors in which the Fund invests.  The Fund's returns  reflect  payment of
     the maximum applicable front-end or deferred sales charges.

================================================================================
Average Annual Total Returns Through December 31, 1999

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

Share Class                      1 Year          5 Years     Since Inception(1)

Class A shares                   -.60%           4.80%             3.36%
- --------------------------------------------------------------------------------
Class C shares                    .81%             -               4.70%
- --------------------------------------------------------------------------------
Lehman Intermediate               .49%           6.93%             5.43%(3)
Government Bond Index(2)                                           5.95%(4)
- --------------------------------------------------------------------------------

(1)  The date of inception for each class are: A -11/4/93; and C -7/15/96.

(2)  Performance  for the  unmanaged  indices does not reflect fees or expenses.
     The  performance of the indices is not  necessarily  representative  of the
     Fund's performance.

(3)  Represents total returns for the period 11/30/93 to 12/31/99, to correspond
     with Class A inception date.

(4)  Represents total returns for the period 7/31/96 to 12/31/99,  to correspond
     with Class C inception date.





10 The Funds


<PAGE>

FEES AND EXPENSES

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

<TABLE>
<CAPTION>

=====================================================================================================
Fee Table
=====================================================================================================
                                             Class A            Class C         Class P

<S>                                            <C>               <C>               <C>
Shareholder Fees (Fees paid directly from your investment)
- -----------------------------------------------------------------------------------------------------
Maximum Sales Charge on Purchases
- -----------------------------------------------------------------------------------------------------
(as a % of offering price)                     3.25%             none              none
- -----------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge                  none(1)           1.00%(1)          none
- -----------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets)(2)
- -----------------------------------------------------------------------------------------------------
Management Fees (See "Management")             0.50%             0.50%             0.50%
- -----------------------------------------------------------------------------------------------------
Distribution (12b-1) and Service Fees(3)       0.00%             1.00%             0.45%
- -----------------------------------------------------------------------------------------------------
Other Expenses                                 0.50%             0.50%             0.50%
- -----------------------------------------------------------------------------------------------------
Total Operating Expenses                       1.00%             2.00%             1.45%
- -----------------------------------------------------------------------------------------------------
</TABLE>


(1)  A  contingent  deferred  sales  charge of 1.00% may be  assessed on certain
     redemptions  of (a) Class A shares  made  within 24  months  following  any
     purchases  made without a sales charge,  and (b) Class C shares if they are
     redeemed before the first anniversary of their purchase.

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

(3)  Because  12b-1 fees 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.

================================================================================
Example

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

This  example is intended to help you compare the cost of  investing in the Fund
with the cost of investing in other mutual  funds.  This  example,  like that in
other  funds'  prospectuses,  assumes  that you  invest  $10,000  in the Fund at
maximum sales charge, if any, for the time periods indicated and then redeem all
of your shares at the end of those  periods.  The example also assumes that your
investment  has a 5% return  each year and that the  Fund's  operating  expenses
remain the same.  Although  your actual  costs may be higher or lower,  based on
these assumptions your costs (including any applicable contingent deferred sales
charges) would be:

Share Class                 1 Year          3 Years       5 Years       10 Years

Class A shares               $424            $633          $ 860         $1,510
===============================================================================
Class C shares               $303            $627          $1,078        $2,327
===============================================================================
Class P shares               $148            $459          $ 792         $1,735
===============================================================================
You would have paid the following expenses if you did not redeem your shares:
Class A shares               $424            $633          $ 860         $1,510
===============================================================================
Class C shares               $203            $627          $1,078        $2,327
===============================================================================
Class P shares               $148            $459          $ 792         $1,735
===============================================================================



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.

The 12b-1 Plan for the Fund will not become  operative  for Class A shares until
the Class A shares net assets reach $100 million.  Other  expenses  include fees
paid for miscellaneous  items such as shareholder  service fees and professional
fees.


Lord Abbett is currently waiving the management fee and subsidizing a portion of
the other expenses of the Fund.  Lord Abbett may stop waiving the management fee
and  subsidizing a portion of the other  expenses at any time.  Total  operating
expenses with the fee waiver and expense subsidy are 0.32%,  1.32% and 0.77% for
Class A, C, and P shares, respectively.





                                                                    The Funds 11


<PAGE>

                                                 U.S. Government Securities Fund


GOAL

     The Fund's  investment  objective is high current  income  consistent  with
     reasonable risk. By reasonable risk we mean that the volatility the Fund is
     expected  to have over time will  approximate  that of the Lehman  Brothers
     Government Bond Index.

PRINCIPAL STRATEGY

     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 and instrumentalities, including mortgage-related securities, such
     as:

     o Federal Home Loan Banks

     o Federal Home Loan Mortgage Corporation

     o Federal National Mortgage Association

     o Federal Farm Credit Bank

     o Government National Mortgage Association

     o Student Loan Marketing Association

     o Tennessee Valley Authority

     The Fund attempts to manage, but not eliminate,  interest rate risk through
     its management of the average duration of the securities it holds. Duration
     is a mathematical  concept that measures a portfolio's exposure to interest
     rate  changes.  The Fund  expects to maintain  its average  duration  range
     between  three and eight years.  The higher the Fund's  duration,  the more
     sensitive it is to interest rate risk.

MAIN RISKS

     The Fund is subject to the general risks and considerations associated with
     investing in debt securities.  Although the U.S.  Government  securities in
     which the Fund  invests are  guaranteed  as to  payments  of  interest  and
     principal,  their market prices are not  guaranteed  and will  fluctuate in
     response to market movements.  When interest rates rise, the prices of debt
     securities are likely to decline,  and when interest rates fall, the prices
     of debt  securities  tend to rise.  Likewise,  the value of your investment
     will  change as  interest  rates  fluctuate.  The Fund does not  attempt to
     maintain a stable net asset value.

     The  mortgage-related  securities  in which the Fund may invest,  including
     collateralized mortgage obligations ("CMOs"), may be particularly sensitive
     to changes in  prevailing  interest  rates.  The holders of the  underlying
     mortgages  may be  able  to  repay  principal  in  advance  and  may do so,
     especially when interest rates are falling. When mortgages are prepaid, the
     Fund may have to reinvest in  securities  with a lower  yield.  Conversely,
     principal payments may arrive at a slower pace in times of rising interes
     rates. The
     Fund may then be unable to invest  in  higher  yielding  securities.  These
     circumstances may result in lower performance for the Fund.

     An  investment  in the Fund is not a bank  deposit  and is not  insured  or
     guaranteed  by the  Federal  Deposit  Insurance  Corporation  or any  other
     government  agency.  The Fund is not a complete  investment program and may
     not be appropriate for all investors.  You could lose money by investing in
     the Fund.


We or the Fund refers to U.S.  Government  Securities  Series ("U.S.  Government
Securities Fund"), a series of the Company.


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

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


12 The Funds


<PAGE>

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

PERFORMANCE


     The bar chart and  table  below  provide  some  indication  of the risks of
     investing  in the  Fund  by  illustrating  the  variability  of the  Fund's
     returns.  Each assumes  reinvestment  of dividends and  distributions.  The
     Fund's past  performance  is not  necessarily an indication of how the Fund
     will perform in the future.

     The bar chart shows changes in the performance of the Fund's Class A shares
     from calendar year to calendar year.  This chart does not reflect the sales
     charges  applicable to Class A shares. If the sales charges were reflected,
     returns would be less.

================================================================================
Bar Chart (per calendar year) - Class A Shares
================================================================================

[GRAPHIC OMITTED]

1990 - 9.3%
1991 - 16.9%
1992 - 7.1%
1993 - 9.2%
1994 - -4.3%
1995 - 15.7%
1996 - 1.7%
1997 - 9.2%
1998 - 7.9%
1999 - -1.6%

Best Quarter   3rd Q `91  6.8%                Worst Quarter   1st Q `94    -3.4%
================================================================================

     The table below shows how the average  annual  total  returns of the Fund's
     Class A, B and C shares compare to those of a broad-based securities market
     index.  The  Fund's  returns  reflect  payment  of the  maximum  applicable
     front-end or deferred sales charges.

================================================================================
Average Annual Total Returns Through December 31, 1999
================================================================================

Share Class                     1 Year    5 Years   10 Years  Since Inception(1)

Class A shares                 -6.20%      5.34%      6.37%          9.54%
- --------------------------------------------------------------------------------
Class B shares                 -6.89%        -         -             4.23%
- --------------------------------------------------------------------------------
Class C shares                 -2.80%        -         -             5.32%
- --------------------------------------------------------------------------------
Lehman Government Bond         -2.23%      7.44%      7.48%         10.05%(3)
Index(2)                                                             6.45%(4)
                                                                     6.21%(5)

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

(1)  The date of  inception  for each class are:  A  -1/1/82;  B -8/1/96;  and C
     -7/15/96.
(2)  Performance for the unmanaged index does not reflect fees or expenses.  The
     performance of the index is not  necessarily  representative  of the Fund's
     performance.
(3)  Represents total returns for the period 12/31/81 to 12/31/99, to correspond
     with Class A inception date.
(4)  Represents total returns for the period 8/31/96 to 12/31/99,  to correspond
     with Class B inception date.
(5)  Represents total returns for the period 7/31/96 to 12/31/99,  to correspond
     with Class C inception date.






                                                                    The Funds 13


<PAGE>

                                                 U.S. Government Securities Fund

FEES AND EXPENSES

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

<TABLE>
<CAPTION>

=====================================================================================================
Fee Table
=====================================================================================================
                                              Class A    Class B(2)    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                  none(1)     5.00%       1.00%(1)    none
- -----------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets)(3)
- -----------------------------------------------------------------------------------------------------
Management Fees (See "Management")             0.50%       0.50%       0.50%       0.50%
- -----------------------------------------------------------------------------------------------------
Distribution (12b-1) and Service Fees(4)       0.35%       1.00%       1.00%       0.45%
- -----------------------------------------------------------------------------------------------------
Other Expenses                                 0.19%       0.19%       0.19%       0.19%
- -----------------------------------------------------------------------------------------------------
Total Operating Expenses                       1.04%       1.69%       1.69%       1.14%
- -----------------------------------------------------------------------------------------------------
</TABLE>


(1)  A  contingent  deferred  sales  charge of 1.00% may be  assessed on certain
     redemptions  of (a) Class A shares  made  within 24  months  following  any
     purchases  made without a sales charge,  and (b) Class C shares if they are
     redeemed before the first anniversary of their purchase.

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

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

(4)  Because  12b-1 fees 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.

================================================================================
Example
================================================================================
This  example is intended to help you compare the cost of  investing in the Fund
with the cost of investing in other mutual  funds.  This  example,  like that in
other  funds'  prospectuses,  assumes  that you  invest  $10,000  in the Fund at
maximum sales charge, if any, for the time periods indicated and then redeem all
of your shares at the end of those  periods.  The example also assumes that your
investment  has a 5% return  each year and that the  Fund's  operating  expenses
remain the same.  Although  your actual  costs may be higher or lower,  based on
these assumptions your costs (including any applicable contingent deferred sales
charges) would be:

Share Class            1 Year          3 Years           5 Years        10 Years

Class A shares          $576            $790             $1,022          $1,686
===============================================================================
Class B shares          $672            $833             $1,118          $1,825
===============================================================================
Class C shares          $272            $533             $ 918           $1,998
===============================================================================
Class P shares          $116            $362             $ 628           $1,386
===============================================================================
You would have paid the following expenses if you did not redeem your shares:
Class A shares          $576            $790             $1,022          $1,686
===============================================================================
Class B shares          $172            $533             $ 918           $1,825
===============================================================================
Class C shares          $172            $533             $ 918           $1,998
===============================================================================
Class P shares          $116            $362             $ 628           $1,386
===============================================================================





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 shareholder
service fees and professional fees.




14 The Funds


<PAGE>

                                                                 Your Investment

PURCHASES


     This prospectus offers four classes of shares,  Class A, B, C and P for the
     Balanced Fund, the High Yield Fund and the U.S. Government Securities Fund,
     and three classes of shares, Class A, C and P for the Limited Duration U.S.
     Government Securities Fund, with different expenses and dividends.  You may
     purchase  shares at net asset value ("NAV") per share  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 in the case of Class B, C and P  shares,  although
     there may be a  contingent  deferred  sales charge  ("CDSC"),  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.


- --------------------------------------------------------------------------------
Share Classes
- --------------------------------------------------------------------------------

Class A   o    normally offered with a front-end sales charge


Class B   o    no front-end sales charge,  however,  a CDSC 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,  however,  a CDSC is applied to shares
               sold prior to the first anniversary of purchase

          o    higher annual expenses than Class A shares

Class P   o    available to certain pension or retirement  plans and pursuant to
               a Mutual Fund Fee Based Program

- --------------------------------------------------------------------------------
Front-End Sales Charges - Class A Shares
(Balanced Fund Only)
- --------------------------------------------------------------------------------

                                                                    To Compute
                             As a % of            As a % of        OfferingPrice
Your Investment           Offering Price       Your Investment     Divide NAV by
- --------------------------------------------------------------------------------
Less than $50,000             5.75%                6.10%                .9425
- --------------------------------------------------------------------------------
$50,000 to $99,999            4.75%                4.99%                .9525
- --------------------------------------------------------------------------------
$100,000 to $249,999          3.95%                4.11%                .9605
- --------------------------------------------------------------------------------
$250,000 to $499,999          2.75%                2.83%                .9725
- --------------------------------------------------------------------------------
$500,000 to $999,999          1.95%                1.99%                .9805
- --------------------------------------------------------------------------------
$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")  normally
4:00 p.m.  Eastern time.  Purchases and sales of Fund shares are executed at the
NAV next  determined  after the Fund  receives  your  order in proper  form.  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 of the Company.


                                                              Your Investment 15


<PAGE>

- --------------------------------------------------------------------------------
Front-End Sales Charges - Class A Shares
(High Yield and U.S. Government Securities Funds Only)
- --------------------------------------------------------------------------------

                                                                      To Compute
                          As a % of               As a % of       OfferingPrice
Your Investment        Offering Price          Your Investment    Divide NAV by
- --------------------------------------------------------------------------------
Less than $100,000         4.75%                   4.99%               .9525
- --------------------------------------------------------------------------------
$100,000 to $249,999       3.95%                   4.11%               .9605
- --------------------------------------------------------------------------------
$250,000 to $499,999       2.75%                   2.83%               .9725
- --------------------------------------------------------------------------------
$500,000 to $999,999       1.95%                   1.99%               .9805
- --------------------------------------------------------------------------------
$1,000,000 and over    No Sales Charge                                1.0000
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
Front-End Sales Charges - Class A Shares
(Limited Duration U.S. Government Securities Fund only)
- --------------------------------------------------------------------------------

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

Less than $50,000          3.25%                   3.36%                .9675
- --------------------------------------------------------------------------------

$50,000 to $99,999         2.75%                   2.83%                .9725
- --------------------------------------------------------------------------------

$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 and over        1.00%                   1.01%                .9900
- --------------------------------------------------------------------------------

     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
     conditions:

     o    Rights  of  Accumulation  -- A  Purchaser  may  apply the value of the
          shares you  already  owned to a new  purchase of Class A shares of any
          Eligible Fund in order to reduce the sales charge.


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

     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 Fee Based Program




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

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

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.


16 Your Investment


<PAGE>

     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


     o    purchases by each Lord  Abbett-sponsored  fund's Directors or Trustees
          (including  retired  Directors  or  Trustees),  officers  of each Lord
          Abbett-sponsored  fund,  employees and partners of Lord Abbett.  These
          categories  of  purchases  also include  other family  members of such
          purchasers.


     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.

     * These categories may be subject to a CDSC.

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

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

     o    benefit  payments  under  Retirement  Plans in connection  with 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  (Balanced  Fund,  High  Yield Fund and U.S.  Government
     Securities Fund only).  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
(Balanced Fund, High Yield Fund and U.S. Government Securities Fund Only)
- --------------------------------------------------------------------------------

Anniversary(1) of the day on                    Contingent Deferred Sales Charge
which the purchase order                        on redemption (as % of amount
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)  The  anniversary is the same calendar day in each respective year after the
     date of purchase.  For example,  the  anniversaries for shares purchased on
     May 1 will be May 1 of each succeeding year.

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


     The  Class B share  CDSC  generally  will be  waived  under  the  following
     circumstances:


     o    benefit  payments  under  Retirement  Plans in connection  with 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



Benefit Payment Documentation (Class A CDSC 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 minimize the amount of any CDSC,  each Fund redeems  shares in the  following
order:

1.   shares acquired by reinvestment of dividends and capital gains (always free
     of a CDSC)

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 17


<PAGE>

     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 the  purchase of such
     shares.


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

SALES 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 as shown in the table "Fees
     and Expenses":  sales charges which are paid directly by shareholders;  and
     12b-1  distribution  fees that are paid out of the Fund's  assets.  Service
     compensation  originates  from 12b-1  service  fees.  The total  12b-1 fees
     payable  with  respect to each  share  class of each Fund are up to .35% of
     Class A shares (plus distribution fees of up to 1.00% on certain qualifying
     purchases),  1.00% of Class B and C shares, and .45% of Class P shares. The
     amounts payable as compensation  to Authorized  Institutions,  such as your
     dealer,  are shown in the chart at the end of this prospectus.  The portion
     of such  compensation  paid to Lord Abbett  Distributor is discussed  under
     "Sales  Activities"  and  "Service  Activities."  Sometimes  we do not  pay
     compensation  where tracking data is not available for certain  accounts or
     where the Authorized  Institution waives part of the compensation.  In such
     cases, we may not require payment of any otherwise applicable CDSC.

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

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

     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.


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, the 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.


18 Your Investment


<PAGE>

OPENING YOUR ACCOUNT

     MINIMUM INITIAL INVESTMENT


     o    Regular Account  (Balanced Fund, High Yield Fund and Limited  Duration
          U.S. Government Securities Fund)$1,000

          (U.S. Government Securities Fund)                             $500
- --------------------------------------------------------------------------------
     o    Individual Retirement Accounts and
- --------------------------------------------------------------------------------
          403(b) Plans under the Internal Revenue Code                  $250
- --------------------------------------------------------------------------------
     o    Uniform Gift to Minor Account                                 $250
- --------------------------------------------------------------------------------
     o    Invest-A-Matic                                                $250
- --------------------------------------------------------------------------------


     For  Retirement  Plans  and  Mutual  Fund Fee  Based  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 ensure that your order will be
     accepted.


     Name of Fund
     P.O. Box 219100
     Kansas City, MO 64121


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


     Proper Form. An order  submitted  directly to the Fund must contain:  (1) a
     completed application, and (2) payment by check. When purchases are made by
     check,  redemption  proceeds  will not be paid  until the Fund or  transfer
     agent is  advised  that the  check  has  cleared,  which  may take up to 15
     calendar days. For more information call the Fund at 800-821-5129.


REDEMPTIONS

     By Broker.  Call your investment  professional  for  instructions 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  should  call the Funds 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(s)  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.  Under unusual  circumstances,  the
     Funds may  suspend  redemptions,  or  postpone  payment for more than seven
     days, as permitted by federal securities laws.

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



Exchange  Limitations.  Exchanges should not be used to try to take advantage of
short-term swings in the market.  Frequent  exchanges create higher expenses for
the Funds.  Accordingly,  the Funds reserve the right to limit or terminate this
privilege  for  any  shareholder   making  frequent  exchanges  or  abusing  the
privilege. The Funds also may revoke the privilege for all share-holders upon 60
days' written notice.

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.


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 19


<PAGE>

DISTRIBUTIONS AND TAXES


     The Balanced and High Yield Funds  normally  declare and pay dividends from
     their net investment  income monthly,  while the Limited  Duration and U.S.
     Government  Securities  Funds  normally  declare  dividends  from their net
     investment  income on a daily basis and pay them on a monthly  basis.  Each
     Fund   distributes   net  capital   gains  (if  any)  as   "capital   gains
     distributions" on an annual basis. Your distributions will be reinvested in
     the Fund unless you instruct the Fund to pay them to you in cash. There are
     no sales charges on  reinvestments.  The tax status of distributions is the
     same for all  shareholders  regardless  of how long  they have  owned  Fund
     shares or whether distributions are reinvested or paid in cash.

     Except in tax-advantaged accounts, any sale, redemption or exchange of Fund
     shares may be taxable to the shareholder.

     Information on the tax treatment of distributions,  including the source of
     dividends and  distributions of capital gains by the Funds,  will be mailed
     to shareholders each year.  Because everyone's tax situation is unique, you
     should consult your tax adviser regarding the federal,  state and local tax
     rules that apply to you.


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 may 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) into
(Dollar-cost        your Fund account by means of automatic money transfers from
averaging)          your bank checking account. See the attached application for
                    instructions.

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

For selling shares

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

Class B shares      The CDSC will be waived on SWP  redemptions  of up to 12% of
                    the current  net asset value of your  account at the time of
                    your SWPrequest.  For Class B share SWP 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 "CDSC"
                    under "Purchases."
- --------------------------------------------------------------------------------

OTHER SERVICES

     Telephone  Investing.  After  we have  received  the  attached  application
     (selecting  "yes"  under  Section  8C and  completing  Section  7), you may
     instruct us by phone to have money  transferred  from your bank  account to
     purchase  shares  of the  Funds  for an  existing  account.  Each Fund will
     purchase the requested shares when it receives the money from your bank.



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

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



20 Your Investment


<PAGE>

     Exchanges. You or your investment  professional,  may instruct the Funds to
     exchange  shares of any class for shares of the same class of any  Eligible
     Fund.  Instruction may be provided in writing or by telephone,  with proper
     identification,   by  calling   800-821-5129.   The  Funds   must   receive
     instructions  for the  exchange  before the close of the NYSE on the day of
     your call in which case 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.


MANAGEMENT


     The investment  adviser of each Fund is Lord,  Abbett & Co.,  located at 90
     Hudson  St.,  Jersey  City,  NJ  07302-3973.  Founded in 1929,  Lord Abbett
     manages  one  of  the  nation's   oldest   mutual  fund   complexes,   with
     approximately  $35 billion in more than 40 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.

     Lord  Abbett is entitled  to a monthly  fee based on the  following  Funds'
     average daily net assets for each month at the annual rate set forth below:

             .75 of 1% for Balanced Fund
             .60 of 1% for High Yield Fund and
             .50 of 1% for Limited Duration U.S. Government Securities Fund.

     For the fiscal year ended November 30, 1999,  Lord Abbett waived its entire
     management  fees for these Funds.  Lord Abbett also subsidized a portion of
     the other expenses for High Yield Fund and Limited Duration U.S. Government
     Securities Fund.

     Lord  Abbett  is  entitled  to a  monthly  fee  based  on  U.S.  Government
     Securities Fund's average daily net assets for each month at the annual
     rate set forth below:

             .50 of 1% on the first $3 billion  of average  daily net assets and
             .45 of 1% on its assets over $3 billion.

     For the fiscal year ended  November 30, 1999,  the fees paid to Lord Abbett
     were at an  effective  annual  rate of .50 of 1% for  the  U.S.  Government
     Securities Fund. Each Fund pays all expenses not expressly  assumed by Lord
     Abbett.

     Portfolio  Managers.  Lord Abbett  uses a team of  portfolio  managers  and
     analysts acting together to manage each Fund's investments.






                                                              Your Investment 21


<PAGE>



     Balanced Fund. Zane E. Brown,  Partner and Director of Fixed Income of Lord
     Abbett,  heads the team,  other senior  members of which include  Robert G.
     Morris and W. Thomas  Hudson,  Jr., each a Partner of Lord Abbett,  and Eli
     Salzman. Mr. Brown has been with Lord Abbett since 1992.
     Messrs.  Hudson and Morris have been with Lord Abbett  since 1982 and 1991,
     respectively.  Mr.  Salzman joined Lord Abbett in 1997 and previously was a
     Vice President with Mutual of America Capital Corp.  during 1997 and a Vice
     President with Mitchell Hutchins Asset Management, Inc. from 1986 to 1997.

     High Yield Fund.  Christopher J. Towle,  Partner of Lord Abbett,  heads the
     team,  the other senior  members of which include  Richard  Szaro,  Michael
     Goldstein  and Thomas  Baade.  Messrs.  Towle and Szaro have been with Lord
     Abbett since 1988 and 1983, respectively.  Mr. Goldstein has been with Lord
     Abbett since 1997.  Before  joining Lord Abbett,  Mr.  Goldstein was a bond
     trader for Credit  Suisse BEA  Associates  from August 1992  through  April
     1997.  Mr. Baade joined Lord Abbett in 1998;  prior to that he was a credit
     analyst with Greenwich Street Advisors.


     Limited  Duration  U.S.  Government  Securities  Fund and  U.S.  Government
     Securities  Fund.  Robert  Gerber,  Partner of Lord  Abbett
     heads the team,  the other  senior  members of which
     include  Walter H. Prahl and Robert A Lee. 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 C. Bernstein &
     Co., Inc.  since 1992.  Mr. Prahl joined Lord Abbett in 1997 as Director of
     Quantitative  Research,  Taxable Fixed Income.  Before joining Lord Abbett,
     Mr. Prahl served as a Fixed Income Research Analyst at Sanford C. Bernstein
     & Co.,  Inc.  since  1994.  Mr. Lee joined  Lord  Abbett in 1997 as a Fixed
     Income Portfolio Manager; prior to that he served as a Portfolio Manager at
     ARM  Capital  Advisors  since 1995 and an  Assistant  Portfolio  Manager at
     Kidder Peabody Asset Management from 1993.


22 Your Investment


<PAGE>

                              For More Information

OTHER INVESTMENT TECHNIQUES

     This section describes some of the investment techniques that might be used
     by each 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.  Each 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.


     Equity  Securities.  The High  Yield Fund may invest up to 20% of its total
     assets in equity securities. These include common stocks, preferred stocks,
     convertible securities,  warrants, and similar instruments.  Common stocks,
     the most familiar type,  represent an ownership  interest in a corporation.
     Although  equity  securities  have a history of  long-term  growth in their
     value,  their prices  fluctuate  based on changes in a company's  financial
     condition and on market and economic conditions.

     Foreign  Securities.  Certain of the underlying funds in which the Balanced
     Fund may  invest  may  invest up to 10% (20% in the case of  Bond-Debenture
     Fund) of their assets in foreign securities. The High Yield Fund may invest
     20% of it assets in foreign securities.

     Foreign  markets and the  securities  traded in them are not subject to the
     same  degree  of  regulation  as U.S.  markets.  Securities  clearance  and
     settlement  procedures may be different in foreign countries.  There may be
     less trading volume in foreign markets, subjecting the securities traded in
     them to  higher  price  fluctuations.  Transaction  costs  may be higher in
     foreign  markets.  A fund may hold foreign  securities  which trade on days
     when it does not sell shares. As a result,  the value of a fund's portfolio
     securities  may change on days an  investor  may not  purchase or sell Fund
     shares.

     Foreign issuers are generally not subject to similar,  uniform  accounting,
     auditing and financial  reporting  requirements  as U.S.  issuers.  Foreign
     investments  may be  affected  by changes  in  currency  rates or  currency
     controls.  Certain  foreign  countries may limit a fund's ability to remove
     its assets from the  country.  With respect to certain  foreign  countries,
     there is a possibility of  nationalization,  expropriation  or confiscatory
     taxation, imposition of withholding or other taxes, and political or social
     instability which could affect investments in those countries.

     Futures and Options Transactions. Certain of the underlying funds in which
     the Balanced
     Fund may invest  and the other  Funds may  purchase  and write put and call
     options  on  securities  or stock  indices  that  are  traded  on  national
     securities exchanges and enter into financial futures transactions.  A put
     option gives the buyer of the option the right
     to sell, and the seller of the option the obligation to buy, the underlying
     instrument  during the option period.  Each of the underlying funds and the
     Funds  listed  above  will not  purchase  an option or purchase or sell a
     futures contract if, as a result,  more than 5% of its net assets would be
     invested in premiums and initial margin deposits.




                                                         For More Information 23


<PAGE>


     A call  option  gives the  buyer of the  option  the right to buy,  and the
     writer  (seller)  of the  option the  obligation  to sell,  the  underlying
     instrument.  All funds  mentioned  above may write  (sell)  only  "covered"
     options.  This means that a fund may only sell call  options on  securities
     which  the fund  owns.  When a fund  writes a call  option  it gives up the
     potential for gain on the  underlying  securities in excess of the exercise
     price of the option during the period that the option is open.

     The  High  Yield  Fund,  Limited  Duration  U.S.  Government  Fund and U.S.
     Government  Fund will only write  covered  call  options  and  secured  put
     options on securities having an aggregate market value not to exceed 25% of
     their assets.

     Risks of  Futures  Contracts  and  Options  Transactions.  Transactions  in
     derivative  instruments  such as futures and options  involve  additional
     risk of loss.
     Loss may result from a lack of correlation  between changes in the value of
     these  derivative  instruments  and the Fund's  assets  being  hedged,  the
     potential  illiquidity  of the markets for derivative  instruments,  or the
     risks  arising  from  margin  requirements  and  related  leverage  factors
     associated with such transactions.  The use of these investment  techniques
     also involves the risk of loss if the  portfolio  managers are incorrect in
     their expectation of fluctuations in securities  prices.  In addition,  the
     loss that may be incurred by a Fund in entering into futures  contracts
     and in writing call  options on futures is  potentially  unlimited  and may
     exceed the amount of the premium received.


     Reverse Repurchase  Agreements.  The Limited Duration U.S.  Government Fund
     and U.S. Government Fund may enter into 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 later at a set price. Reverse repurchase  agreements expose a Fund
     to cre dit 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.  These  Funds will  attempt to  minimize  this risk by managing
     their duration.  Each 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 payments
     may  be  paid  from  Lord  Abbett   Distributor's  own  resources  or  from
     distribution fees received from a Fund and will be made in the form of cash
     or, if permitted,  non-cash  payments.  The non-cash  payments will include
     business  seminars  at  Lord  Abbett's  headquarters  or  other  locations,
     including meals and entertainment,  or the receipt of merchandise. The cash
     payments may include payment of various business expenses of the dealer.

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


24 For More Information


<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 a Fund is not  offered
     for sale; (2) Lord Abbett Equity Fund; (3)

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

     Similarly,  if (for example) the redemption request is on behalf of the ABC
     Corporation by a person (Mary B. Doe) that has the legal capacity to act on
     behalf  of  this   corporation,   because  she  is  the  President  of  the
     corporation,  then the request must be executed as follows: ABC Corporation
     by Mary  B.Doe,  President.  That  signature  using that  capacity  must be
     guaranteed by an Eligible Guarantor (see example in right column).

     Mutual Fund Fee Based Program.  Certain  unaffiliated  authorized  brokers,
     dealers,  registered  investment  advisers or other financial  institutions
     ("entities")   who  either  (1)  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 entities, or (2) 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:  (1)  an  individual,  (2) an
     individual  and his or her spouse and children under the age of 21, and (3)
     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 Fee Based  Program.
     Such  characteristics  include,  among  other  things,  the  fact  that  an
     Authorized Institution does not charge its clients any fee of



GUARANTEED SIGNATURE. An acceptable form of guarantee would be as follows:

  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

            [SIGNATURE ILLEGIBLE]
- --------------------------------------------------
                            AUTHORIZED SIGNATURE
(960)                            X 9 6 0 3 4 7 0
SECURITIES TRANSFER AGENTS MEDALLION PROGRAM'sm'
                                              SR

  In the case of the corporation --
  ABC Corporation

    Mary B. Doe

    By Mary B. Doe, President

    [Date]

             SIGNATURE GUARANTEED
             MEDALLION GUARANTEED
              NAME OF GUARANTOR

            [SIGNATURE ILLEGIBLE]
- --------------------------------------------------
                            AUTHORIZED SIGNATURE
(960)                            X 9 6 0 3 4 7 0
SECURITIES TRANSFER AGENTS MEDALLION PROGRAM'sm'
                                              SR

                                                         For More Information 25


<PAGE>

     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


     The  following is a discussion of recent  performance  for the twelve month
     period ending November 30, 1999.

     The Balanced Fund utilizes a "Fund of Funds" format which currently divides
     assets  approximately  50%/50% between Lord Abbett Affiliated Fund (equity)
     and Lord Abbett Bond-Debenture Fund (fixed income) respectively. Affiliated
     Fund's  performance was supported by its exposure to the technology sector.
     However, the investment team is now beginning to scale back the portfolio's
     allocation  to technology  stocks.  The proceeds from those sales will most
     likely be used to increase  allocation  to  cyclical  stocks such as paper,
     chemicals and electrical equipment, as well as other industrial stocks that
     tend to reflect improving global  economies.  They also began focusing some
     attention on the property and casualty insurance sectors, and will seek out
     companies in this market segment that display improving  fundamentals.  The
     Fund was generally  underweighted in financial  companies,  which worked to
     its  advantage  since many of these  stocks  struggled  as  interest  rates
     increased.  The overall strategy of the Bond-Debenture  Fund is to identify
     good bond values while being careful about credit selection. The investment
     team has tried to  sidestep  the risk of rising  interest  rates by keeping
     their  exposure to  Treasuries to a minimum and slightly  increasing  their
     allocation to convertible  securities.  Bond-Debenture  Fund  maintained an
     allocation  of  over  65% in  high-yield  bonds  as they  continued  to see
     tremendous yield advantages over Treasuries.

     Lord  Abbett  High  Yield  Fund's  strategy  is to  build  a  portfolio  of
     high-yield  bonds from companies with strong earnings that are well managed
     and are undervalued  relative to their  fundamentals.  We continued to find
     value   among   companies   in   the   cable,    media,    technology   and
     telecommunications industries. With ongoing consolidation in these sectors,
     many companies exhibit strong earnings potential due to the growth in data,
     video and voice  services.  We  increased  our  exposure  to certain  basic
     industries  such  as  paper  companies,  and  increased  our  multinational
     technology   manufacturing  and  semiconductor  holdings,  which  exhibited
     visible  price  improvements  and have the potential to benefit from global
     economic growth.  We remained  underweighted in financial  companies (e.g.,
     banking, insurance), retail companies and other consumer-oriented companies
     that were hurt by fierce competition in their respective industries.

     The  Limited  Duration  U.S.  Government   Securities  Fund  and  the  U.S.
     Government  Securities Fund continued to emphasize a large concentration of
     non-Treasury  securities  to take  advantage  of the  significantly  higher
     yields -- without  incurring a  proportionate  increase in credit risk.  If
     market valuations remain unchanged, we expect to continue with the strategy
     of emphasizing non-Treasury  investments.  If the spread (the difference in
     yield between  different types of bonds of the same maturity)  narrows,  we
     expect to decrease our  exposure to  non-Treasury  securities  accordingly.
     While the overall  level of interest  rates has a short-term  impact on our
     portfolio,  it does not change our long-term investment strategy,  which is
     to seek out undervalued  securities  across various  maturities to maximize
     our total return (price appreciation plus coupon yield) potential.




26 For More Information


<PAGE>

                                                                   Balanced 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, 1999 and the
     Independent  Auditors'  Report  thereon  appear  in the  Annual  Report  to
     Shareholders   for  the  fiscal  year  ended  November  30,  1999  and  are
     incorporated  by reference  into the Statement of  Additional  Information,
     which is available upon request.  Certain  information  reflects  financial
     results for a single Fund share.

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                               Class A Shares
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                          Period Ended November 30,
Per Share Operating Performance:               1999        1998          1997          1996(d)
1996          1995(a)

<S>                                           <C>         <C>           <C>            <C>
<C>            <C>
Net asset value, beginning of year            $12.87      $12.80        $11.81         $11.30
$10.71         $9.52
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- ------------------------------------------------------------------------------------------------------------------------------------
 Net investment income                           .54(e)      .54(e)        .47(e)         .0312
 .472          .365
- ------------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized
- ------------------------------------------------------------------------------------------------------------------------------------
  gain on investments                            .61         .40          1.15            .5208
 .732         1.185
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                1.15         .94          1.62            .552
1.204         1.55
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions
- ------------------------------------------------------------------------------------------------------------------------------------
 Dividends from net investment income           (.54)       (.52)         (.46)          (.0420)
(.462)        (.36)
- ------------------------------------------------------------------------------------------------------------------------------------
 Distributions from net realized gain          (1.14)       (.35)         (.17)           --
(.152)        --
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year                  $12.34      $12.87        $12.80         $11.81
$11.30        $10.71
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return(b)                                10.01%       7.69%        14.24%          4.89%(c)
11.55%        16.32%(c)
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- ------------------------------------------------------------------------------------------------------------------------------------
 Expenses, including waiver and reimbursement    .25%       0.27%(f)      1.10%(f)       0.07%(c)
0.93%         0.37%(c)
- ------------------------------------------------------------------------------------------------------------------------------------
 Expenses, excluding waiver and reimbursement   1.00%       0.92%(f)       1.53%(f)          0.11%(c)
1.59%         1.26%(c)
- ------------------------------------------------------------------------------------------------------------------------------------
 Net investment income                          4.41%       4.28%         3.89%          0.26%(c)
4.18%         4.39%(c)

====================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                               Class B Shares                             Class C Shares
                                               --------------                             --------------
                                          Period Ended November 30,                  Period Ended November 30,
Per Share Operating Performance:            1999        1998(a)        1999       1998        1997
1996(d)     1996(a)

<S>                                        <C>          <C>            <C>       <C>          <C>
<C>         <C>
Net asset value, beginning of year         $12.86       $13.14         $12.85    $12.78       $11.79
$11.29      $10.73
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- ------------------------------------------------------------------------------------------------------------------------------------
 Net investment income                        .52(e)       .25(e)         .52(e)    .41(e)       .35(e)
 .0067       .0349
- ------------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized
- ------------------------------------------------------------------------------------------------------------------------------------
  gain (loss) on investments                  .52         (.28)           .52       .40         1.15
 .5298       .6346
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations             1.04         (.03)          1.04       .81         1.50
 .5365       .6695
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions
- ------------------------------------------------------------------------------------------------------------------------------------
 Dividends from net investment income        (.44)        (.25)          (.44)     (.39)        (.34)
(.0365)     (.0730)
- ------------------------------------------------------------------------------------------------------------------------------------
 Distributions from net realized gain       (1.14)        --            (1.14)     (.35)        (.17)
- --          (.0365)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period             $12.32       $12.86         $12.31    $12.85       $12.78
$11.79      $11.29
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return(b)                              9.03%       (0.16)%(c)      9.03%     6.62%       13.14%
4.76%(c)    7.78%(c)
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- ------------------------------------------------------------------------------------------------------------------------------------
 Expenses, including waiver and
  reimbursement                              1.00%        0.61%(c)(f)    1.00%     1.26%(f)     2.08%(f)
0.16%(c)    0.62%(c)
- ------------------------------------------------------------------------------------------------------------------------------------
 Expenses, excluding waiver and
  reimbursement                              1.75%        1.26%(c)(f)     1.75%     1.91%(f)     2.51%(f)
0.20%(c)    0.77%(c)
- ------------------------------------------------------------------------------------------------------------------------------------
 Net investment income                       4.28%        1.98%(c)       4.28%     3.24%        2.88%
0.17%(c)    0.70%(c)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                       Period Ended November 30,
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental Data For All Classes:          1999         1998           1997     1996(d)       1996       1995(a)
Net Assets, end of year (000)            $100,130      $57,675        $20,340   $11,406      $10,988     $5,713
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                      8.30%      131.36%        216.07%    10.05%      187.78%    131.80%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(a)  Commencement  of  offering  (Class A shares:  December  27,  1994;  Class B
     shares:  May 1, 1998 and Class C shares:  July 15, 1996)  respective  class
     shares.
(b)  Total  return  does not  consider  the  effects of sales  loads and assumes
     reinvestment of all distributions.
(c)  Not annualized.
(d)  For the one month ended November 30, 1996.
(e)  Calculated using average shares outstanding during the year.
(f)  The ratio includes expenses paid through an expense offset arrangement.


                                                        Financial Information 27


<PAGE>

                                                                   Balanced Fund


LINE GRAPH COMPARISON

     Immediately below is a comparison of a $10,000 investment in Class A shares
     to the same  investment  in the Russell  3000 Index,  60% Russell  3000 40%
     Lehman  Brothers  Aggregate  Bond Index and Lipper  Balanced  Funds Average
     assuming reinvestment of all dividends and distributions.

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

[GRAPHIC OMITTED]

               NAV       MAX       Russell   Lipper    Russell
                                   3000      Balanced
11/30/95       12,070    11,372    13,461    12,395    12,751
11/30/96       13,611    12,823    16,869    14,461    14,996
11/30/97       15,547    14,648    21,534    16,863    17,943
11/30/98       16,743    15,774    25,638    18,806    20,676
11/30/99       18,419    17,354    30,989    20,500    23,246

================================================================================
             Average Annual Total Return At Maximum Applicable
           Sales Charge For The Periods Ending November 30, 1999

                                            1 Year               Life
- --------------------------------------------------------------------------------
Class A(3)                                   3.60%              11.82%
- --------------------------------------------------------------------------------
Class B(4)                                   4.25%               3.20%
- --------------------------------------------------------------------------------
Class C(5)                                   8.08%              12.41%
- --------------------------------------------------------------------------------

(1)  Reflects the deduction of the maximum initial sales charge of 5.75%
(2)  Performance  for the  unmanaged  indices does not reflect fees or expenses.
     Lipper   Balanced  Funds  Average  does  reflect  fees  or  expenses.   The
     performance of the indices, is not necessarily representative of the Fund's
     performance.
(3)  This  shows  total  return  which is the  percent  change in  value,  after
     deduction of the maximum initial sales charge of 5.75%  applicable to Class
     A shares,  with all dividends and distributions  reinvested for the periods
     shown ending  November 30, 1999 using the  SEC-required  uniform  method to
     compute such return.
(4)  The Class B shares were first offered on 5/1/98.  Performance  reflects the
     deduction  of a CDSC of 5%( for one year)  and 3% (for the life of  class).
(5)  The Class C shares were first offered on 7/15/96.  Performance reflects the
     deduction of a CDSC of 1%( for one year) and 0% (for the life of class).



28 Financial Information


<PAGE>

                                                                 High Yield 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, 1999 and the
     Independent  Auditors'  Report  thereon  appear  in the  Annual  Report  to
     Shareholders   for  the  fiscal  year  ended  November  30,  1999  and  are
     incorporated  by reference  into the Statement of  Additional  Information,
     which is available upon request.  Certain  information  reflects  financial
     results for a single Fund share.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Class A Shares               Class B Shares
Class C Shares
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                            Year Ended November 30,(a)
Per Share Operating Performance:                          1999
1999                        1999

<S>                                                     <C>                          <C>
<C>
Net asset value, beginning of year                      $10.08                       $10.08
$10.08
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- ------------------------------------------------------------------------------------------------------------------------------------
 Net investment income(d)                                  .83
 .78                         .78
- ------------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized
- ------------------------------------------------------------------------------------------------------------------------------------
  loss on investments                                     (.34)
(.37)                       (.37)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                           .49
 .41                         .41
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions
- ------------------------------------------------------------------------------------------------------------------------------------
 Dividends from net investment income                     (.85)
(.79)                       (.79)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year                             $9.72                        $9.70
$9.70
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return(b)(c)                                        4.99%
4.22%                       4.21%
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:(c)
- ------------------------------------------------------------------------------------------------------------------------------------
 Expenses, including waiver and reimbursement              .46%
 .90%                        .90%
- ------------------------------------------------------------------------------------------------------------------------------------
 Expenses, excluding waiver and reimbursement             1.25%
1.45%                       1.45%
- ------------------------------------------------------------------------------------------------------------------------------------
 Net investment income                                    8.44%
7.92%                       7.92%
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                             Year Ended November
30,(a)
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental Data For All Classes:                                                                      1999

Net assets, end of year (000)                                                                          $28,689
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                                                                109.57%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  From December 31, 1998 commencement of operations.
(b)  Total  return does not  consider the effects of sales loads and assumes the
     reinvestment of all distributions.
(c)  Not annualized.
(d)  Calculated using average shares outstanding during the year.



                                                        Financial Information 29


<PAGE>

                                                                 High Yield Fund


Line Graph Comparison

     Immediately below is a comparison of a $10,000 investment in Class A shares
     to the same  investment  in both the Merrill  Lynch High Yield Master Index
     and the  First  Boston  High  Yield  Index,  assuming  reinvestment  of all
     dividends and distributions.
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]

          ML HY
          Master    FB HY     NAV       MAX
01/31/98  10,099    10,094    10,146    9,668
02/28/99  10,022    10,073    10,194    9,711
03/31/99  10,108    10,164    10,343    9,854
04/30/99  10,266    10,389    10,585    10,085
05/31/99  10,195    10,277    10,304    9,817
06/30/99  10,176    10,282    10,331    9,844
07/31/99  10,191    10,287    10,390    9,900
08/31/99  10,091    10,196    10,284    9,798
09/30/99  10,049    10,117    10,248    9,764
10/31/99  9,990     10,068    10,309    9,822
11/30/99  10,104    10,204    10,499    10,003
===
================================================================================
             Average Annual Total Return At Maximum Applicable
           Sales Charge For The Periods Ending November 30, 1999

                                            Life
- --------------------------------------------------------------------------------
Class A(2)                                  0.03%
- --------------------------------------------------------------------------------

(1)  Reflects the deduction of the maximum initial sales charge of 4.75%.
(2)  Performance  for  the  unmanaged  indices  does  not  reflect  any  fees or
     expenses. The performance of the indices is not necessarily  representative
     of the Fund's performance.
(3)  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, 1999 using the  SEC-required  uniform  method to
     compute total return. The Class A share inception date is 12/31/98.



30 Financial Information


<PAGE>

                                     Limited Duration U.S. Gov't 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, 1999 and the
     Independent  Auditors'  Report  thereon  appear  in the  Annual  Report  to
     Shareholders   for  the  fiscal  year  ended  November  30,  1999  and  are
     incorporated  by reference  into the Statement of  Additional  Information,
     which is available upon request.  Certain  information  reflects  financial
     results for a single Fund share.

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                              Class A Shares
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                          Year Ended November 30,
Per Share Operating Performance:            1999        1998         1997        1996(d)
1996            1995

<S>                                         <C>         <C>          <C>          <C>
<C>             <C>
Net asset value, beginning of year          $4.46       $4.40        $4.42        $4.39
$4.53           $4.44
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- ------------------------------------------------------------------------------------------------------------------------------------
 Net investment income                        .27(e)      .26(e)       .25(e)       .0174
 .1912           .2316
- ------------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized
- ------------------------------------------------------------------------------------------------------------------------------------
  gain (loss) on investments                 (.15)        .04         (.02)         .0333
(.0751)          .1017
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations              .12         .30          .23          .0507
 .1161           .3333
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions
- ------------------------------------------------------------------------------------------------------------------------------------
 Dividends from net investment income        (.24)       (.24)        (.25)        (.0207)
(.2561)         (.2433)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year                $4.34       $4.46        $4.40        $4.42
$4.39           $4.53
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return(b)                              3.05%       7.06%        5.46%        1.15%(c)
2.67%           8.16%
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- ------------------------------------------------------------------------------------------------------------------------------------
 Expenses, including waiver and reimbursement .32%(f)    0.47%(f)     0.51%(f)     0.11%(c)
1.81%           1.40%
- ------------------------------------------------------------------------------------------------------------------------------------
 Expenses, excluding waiver and
   reimbursement                             1.00%(f)    1.38%(f)     1.40%(f)     0.13%(c)
2.73%           1.71%
- ------------------------------------------------------------------------------------------------------------------------------------
 Net investment income                       6.21%       5.86%        5.81%        0.41%(c)
4.58%           5.62%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                               Class C Shares
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                           Year Ended November 30,
Per Share Operating Performance:                     1999           1998            1997
1996(d)            1996(a)

<S>                                                  <C>            <C>            <C>
<C>               <C>
Net asset value, beginning of year                   $4.47          $4.40          $4.42
$4.39             $4.34
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- ------------------------------------------------------------------------------------------------------------------------------------
 Net investment income                                 .23(e)         .22(e)         .21(e)
 .0138             .0667
- ------------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized
- ------------------------------------------------------------------------------------------------------------------------------------
  gain (loss) on investments                          (.17)           .05           (.02)
 .0342             .0515
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                       .06            .27            .19
 .0480             .1182
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions
- ------------------------------------------------------------------------------------------------------------------------------------
 Dividends from net investment income                 (.20)          (.20)          (.21)
(.0180)           (.0682)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year                         $4.33          $4.47          $4.40
$4.42             $4.39
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return(b)                                       1.33%          6.23%          4.45%
1.09%(c)          2.98%(c)
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- ------------------------------------------------------------------------------------------------------------------------------------
 Expenses, including waiver and reimbursement         1.29%(f)       1.35%(f)       1.44%(f)
0.19%(c)          0.69%(c)
- ------------------------------------------------------------------------------------------------------------------------------------
 Expenses, excluding waiver and reimbursement         1.97%(f)       2.26%(f)       2.32%(f)
0.21%(c)          0.77%(c)
- ------------------------------------------------------------------------------------------------------------------------------------
 Net investment income                                5.30%          4.94%          4.84%
0.33%(c)          1.26%(c)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                  Year Ended November 30,                            Year Ended
October 31,

Supplemental Data For All Classes:   1999         1998           1997          1996(d)
1996              1995

<S>                                 <C>          <C>            <C>            <C>
<C>               <C>
Net assets, end of year (000)       $16,249      $11,000        $10,276        $12,696
$12,735           $8,922
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate              310.16%      346.67%        343.53%        175.98%
340.62%           222.00%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(a)  Commencement  of offering  respective  Class shares  (Class A - November 4,
     1993 and; Class C - July 15, 1996).
(b)  Total  return does not  consider the effects of sales loads and assumes the
     reinvestment of all distributions.
(c)  Not annualized.
(d)  For the month ended November 30, 1996.
(e)  Calculated using average shares outstanding during the year.
(f)  The ratios includes expenses paid through an expense offset arrangement.


                                                        Financial Information 31


<PAGE>

                                     Limited Duration U.S. Gov't 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.

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

[GRAPHIC OMITTED]
               Lipper    Lipper    Lehman    MAX       NAV
               Inter     Short     Interm
               Govt      Govt      Govt.
               Fd        Fd        Bd


11/30/94       9,632     9,990     9,834     9,362     9,672
11/30/95       11,034    10,915    11,177    10,241    10,579
11/30/96       11,580    11,489    11,810    10,538    10,886
11/30/97       12,287    12,108    12,552    11,113    11,480
11/30/98       13,307    12,814    13,675    11,899    12,292
11/30/99       13,194    13,168    13,839    12,263    12,667
================================================================================
             Average Annual Total Return At Maximum Applicable
           Sales Charge For The Periods Ending November 30, 1999


                                1 Year        5 Years      10 Years (or Life)
- --------------------------------------------------------------------------------
Class A(3)                     -0.30%          4.85%             3.41%
- --------------------------------------------------------------------------------
Class C(4)                      0.36%            -               4.77%
- --------------------------------------------------------------------------------


(1)  Reflects the deduction of the maximum initial sales charge of 3.25%.
(2)  Performance for the unmanaged Lipper's Short U.S. Government Fund Index and
     Lipper's Intermediate U.S. Government Fund Index reflects fees or expenses.
     Performance  for the unmanaged  Lehman  Intermediate  Government Bond Index
     does not reflect fees or expenses.  The performance of the indices,  is not
     necessarily representative of the Fund's performance.
(3)  This  shows  total  return  which is the  percent  change in  value,  after
     deduction of the maximum initial sales charge of 3.25%  applicable to Class
     A shares,  with all dividends and distributions  reinvested for the periods
     shown ending November 30, 1999,  using the  SEC-required  uniform method to
     compute  such  return.  The Class C shares  were first  offered on 7/15/96.
     Performance reflects the deduction of a CDSC of 1% (for 1 year) and 0% (for
     the life of the class).
(4)  The Class C shares were first offered on 7/15/96.  Performance reflects the
     deduction of a CDSC of 1% (for 1 year) and 0% (for the life of the class).




32 Financial Information


<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, 1999 and the
     Independent  Auditors'  Report  thereon  appear  in the  Annual  Report  to
     Shareholders   for  the  fiscal  year  ended  November  30,  1999  and  are
     incorporated  by reference  into the Statement of  Additional  Information,
     which is available upon request.  Certain  information  reflects  financial
     results for a single Fund share.

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                               Class A Shares
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                          Year Ended November 30,
Per Share Operating Performance:                 1999             1998              1997
1996            1995

<S>                                              <C>              <C>              <C>
<C>             <C>
Net asset value, beginning of year               $2.64            $2.59            $2.63
$2.73           $2.59
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- ------------------------------------------------------------------------------------------------------------------------------------
 Net investment income                             .15(d)           .17(d)           .20(d)
 .215            .235
- ------------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized
- ------------------------------------------------------------------------------------------------------------------------------------
  gain (loss) on investments                      (.18)             .05             (.03)
(.105)           .136
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                  (.03)             .22              .17
 .11             .371
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions
- ------------------------------------------------------------------------------------------------------------------------------------
 Dividends from net investment income             (.16)            (.17)            (.21)
(.21)           (.231)
- ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year                     $2.45            $2.64            $2.59
$2.63           $2.73
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return(b)                                   (.72)%           8.86%            6.67%
4.41%          14.89%
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- ------------------------------------------------------------------------------------------------------------------------------------
 Expenses                                         1.02%(e)         0.96%(e)         0.92%(e)
0.88%           0.90%
- ------------------------------------------------------------------------------------------------------------------------------------
 Net investment income                            6.07%            6.36%            7.82%
8.12%           8.85%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                 Class B Shares                                   Class C Shares
                                            Year Ended November 30,                           Year Ended November
30,

Per Share Operating Performance:     1999      1998        1997      1996(a)       1999        1998
1997      1996(a)

<S>                                  <C>       <C>        <C>         <C>          <C>         <C>
<C>        <C>
Net asset value, beginning of year   $2.64     $2.58      $2.63       $2.57        $2.65       $2.59
$2.63      $2.55
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- ------------------------------------------------------------------------------------------------------------------------------------
 Net investment income                 .14(d)    .14(d)     .18(d)      .063         .14(d)      .15(d)
 .18(d)     .066
- ------------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized
- ------------------------------------------------------------------------------------------------------------------------------------
  gain (loss) on investments          (.19)      .07       (.04)        .060        (.20)        .06
(.03)       .085
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations      (.05)      .21        .14         .123        (.06)        .21
 .15        .151
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions
- ------------------------------------------------------------------------------------------------------------------------------------
 Dividends from net investment income (.14)     (.15)      (.19)       (.063)       (.14)       (.15)
(.19)      (.071)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year         $2.45     $2.64      $2.58       $2.63        $2.45       $2.65
$2.59      $2.63
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return(b)                      (1.43)%    8.49%      5.47%       5.45%(c)    (1.80)%      8.47%
5.86%      6.49%(c)
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- ------------------------------------------------------------------------------------------------------------------------------------
 Expenses                             1.69%(e)  1.66%(e)   1.64%(e)     .48%(c)     1.64%(e)    1.62%(e)
1.55%(e)   0.60%(c)
- ------------------------------------------------------------------------------------------------------------------------------------
 Net investment income                5.33%     5.36%      6.77%       2.21%(c)     5.46%       5.69%
7.25%      2.60%(c)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                     Year Ended November 30,
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental Data For All Classes:    1999             1998                  1997
1996                1995

<S>                                <C>              <C>                   <C>
<C>                 <C>
Net assets, end of year (000)      $1,505,590       $1,902,404            $2,286,412
$2,907,291          $3,272,865
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate              396.37%          399.64%               712.82%
820.59%             544.31%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(a)  Commencement of offering  respective Class shares (Class B - August 1, 1996
     and; Class C - July 15, 1996).

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

(c)  Not annualized.

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

(e)  The ratio includes expenses paid through an expense offset arrangement.


                                                        Financial Information 33


<PAGE>

                                                 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 both the Lipper's  General U.S.  Government Bond
     Fund Index and the Lehman Government Bond Index,  assuming  reinvestment of
     all dividends and distributions.

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

[GRAPHIC OMITTED]
               Lipper    Lehman    MAX       NAV
                Fd        Fd        Bd

11/30/90  10,688         10,724    10,255    10,782
11/30/91  12,030         12,144    11,727    12,329
11/30/92  13,035         13,245    12,811    13,469
11/30/93  14,441         14,843    14,181    14,910
11/30/94  13,735         14,310    13,579    14,278
11/30/95  16,087         16,800    16,602    16,402
11/30/96  16,801         17,690    16,288    17,125
11/30/97  17,915         18,990    17,375    18,268
11/30/98  19,524         21,032    18,915    19,887
11/30/99  19,121         20,742    18,780    19,744

================================================================================
             Average Annual Total Return At Maximum Applicable
           Sales Charge For The Periods Ending November 30, 1999


                                   1 Year      5 Years     10 Years (or Life)
- --------------------------------------------------------------------------------
Class A(3)                         -5.40%      5.65%             6.50%
- --------------------------------------------------------------------------------
Class B(4)                         -6.09%         -              4.57%
- --------------------------------------------------------------------------------
Class C(5)                         -2.73%         -              5.56%
- --------------------------------------------------------------------------------

(1)  Reflects the deduction of the maximum initial sales charge of 4.75%.
(2)  Performance for the unmanaged  Lipper's  General U.S.  Government Bond Fund
     Index does reflect fees or expenses. Whereas, performance for the unmanaged
     Lehman  Government  Bond  Index  does not  reflect  fees or  expenses.  The
     performance of the indices is not necessarily  representative of the Fund's
     performance.
(3)  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, 1999,  using the  SEC-required  uniform method to
     compute such return.
(4)  The Class B shares were first offered on 8/1/96.  Performance  reflects the
     deduction of a CDSC of 5% (for 1 year) and 3% (for the life of the class).
(5)  Class C shares were first  offered on  7/15/96.  Performance  reflects  the
     deduction of a CDSC of 1% (for 1 year) and 0% (for the life of the class).




34 Financial Information


<PAGE>


COMPENSATION FOR YOUR DEALER - Balanced 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>                    <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                      3.95%                   3.25%                 0.25%
3.49%
- ------------------------------------------------------------------------------------------------------------------------------------
$250,000 - $499,999                      2.75%                   2.25%                 0.25%
2.49%
- ------------------------------------------------------------------------------------------------------------------------------------
$500,000 - $999,999                      1.95%                   1.75%                 0.25%
1.99%
- ------------------------------------------------------------------------------------------------------------------------------------
$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(4)                                           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(4)
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       0.75%                 0.25%
1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Class P investments                                              Percentage of average net assets
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       0.25%                 0.20%
0.45%
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
                                                 ANNUAL COMPENSATION AFTER FIRST YEAR

Class A investments                                               Percentage of average net assets(5)
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       none                  0.25%
0.25%
- ------------------------------------------------------------------------------------------------------------------------------------
Class B investments(4)
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       none                  0.25%
0.25%
- ------------------------------------------------------------------------------------------------------------------------------------
Class C investments(4)
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       0.75%                 0.25%
1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Class P investments
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       0.25%                 0.20%
0.45%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The  service  fee for Class A and P shares  are paid  quarterly.  The first
     year's service fee on Class B and C shares is paid at the time of sale.
(2)  Reallowance/concession   percentages   and  service  fee   percentages  are
     calculated  from  different  amounts,  and  therefore  may not equal  total
     compensation  percentages  if combined  using simple  addition.  Additional
     Concessions  may be paid to Authorized  Institutions,  such as your dealer,
     from time to time.
(3)  Concessions  are paid at the time of sale on all Class A shares sold during
     any  12-month  period  starting  from the day of the first net asset  value
     sale.  With  respect to (a) Class A share  purchases at $1 million or more,
     sales  qualifying at such level under rights of accumulation and Letters of
     Intention  privileges  are  included  and (b) for Special  Retirement  Wrap
     Programs,  only new  sales are  eligible  and  exchanges  into the Fund are
     excluded. Certain purchases of Class A shares are subject to a CDSC.
(4)  Class B and C shares are subject to CDSCs.
(5)  With  respect  to  Class  B,  C and  P  shares,  0.25%,  1.00%  and  0.45%,
     respectively,  of the  average  annual  net  asset  value  of  such  shares
     outstanding   during  the  quarter,   such  as  your   dealer,   (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 35


<PAGE>

COMPENSATION FOR YOUR DEALER - High Yield and U.S. Government Securities Funds

<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                       4.75%                   4.00%                 0.25%
4.24%
- ------------------------------------------------------------------------------------------------------------------------------------
$100,000 - $249,999                      3.95%                   3.25%                 0.25%
3.49%
- ------------------------------------------------------------------------------------------------------------------------------------
$250,000 - $499,999                      2.75%                   2.25%                 0.25%
2.49%
- ------------------------------------------------------------------------------------------------------------------------------------
$500,000 - $999,999                      1.95%                   1.75%                 0.25%
1.99%
- ------------------------------------------------------------------------------------------------------------------------------------
$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(4)                                            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(4)
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       0.75%                 0.25%
1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Class P investments                                              Percentage of average net assets
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       0.25%                 0.20%
0.45%
- ------------------------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------------------------------------------------------------------------
                                                 ANNUAL COMPENSATION AFTER FIRST YEAR

Class A investments                                              Percentage of average net assets(5)
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       none                  0.25%
0.25%
- ------------------------------------------------------------------------------------------------------------------------------------
Class B investments(4)
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       none                  0.25%
0.25%
- ------------------------------------------------------------------------------------------------------------------------------------
Class C investments(4)
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       0.65%                 0.25%
0.90%
- ------------------------------------------------------------------------------------------------------------------------------------
Class P investments
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       0.25%                 0.20%
0.45%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The service fee for Class A 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,  such as your dealer,
     from time to time.
(3)  Concessions  are paid at the time of sale on all Class A shares sold during
     any  12-month  period  starting  from the day of the first net asset  value
     sale.  With  respect to (a) Class A share  purchases at $1 million or more,
     sales  qualifying at such level under rights of accumulation and Letters of
     Intention  privileges  are  included  and (b) for Special  Retirement  Wrap
     Programs,  only new  sales are  eligible  and  exchanges  into the Fund are
     excluded. Certain purchases of Class A shares are subject to a CDSC.
(4)  Class B and C shares are subject to CDSCs.
(5)  With  respect  to  Class  B,  C and  P  shares,  0.25%,  0.90%  and  0.45%,
     respectively,  of the  average  annual  net  asset  value  of  such  shares
     outstanding during the quarter (including distribution  reinvestment shares
     after  the  first  anniversary  of their  issuance)  is paid to  Authorized
     Institutions.  These fees are paid  quarterly  in  arrears.  In the case of
     Class C shares for fixed-income Funds, such as U.S.  Government  Securities
     Fund,  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 Funds' shares.


36 Financial Information


<PAGE>

COMPENSATION FOR YOUR DEALER - Limited Duration U.S. Government Securities 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                        3.25%                   2.75%                 0.00%
2.75%
- ------------------------------------------------------------------------------------------------------------------------------------
$50,000 - $99,999                        2.75%                   2.25%                 0.00%
2.25%
- ------------------------------------------------------------------------------------------------------------------------------------
$100,000 - $249,999                      2.50%                   2.00%                 0.00%
2.00%
- ------------------------------------------------------------------------------------------------------------------------------------
$250,000 - $499,999                      2.00%                   1.70%                 0.00%
1.70%
- ------------------------------------------------------------------------------------------------------------------------------------
$500,000 - $999,999                      1.50%                   1.25%                 0.00%
1.25%
- ------------------------------------------------------------------------------------------------------------------------------------
$1,000,000                               1.00%                   1.00%                 0.00%
1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Class C investments(3)                                           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%
- ------------------------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------------------------------------------------------------------------
                                                 ANNUAL COMPENSATION AFTER FIRST YEAR

Class A investments                                               Percentage of average net assets(4)
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       none                  0.00%
0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Class C investments(3)
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       0.65%                 0.25%
0.90%
- ------------------------------------------------------------------------------------------------------------------------------------
Class P investments
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                      no front-end sales charge       0.25%                 0.20%
0.45%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The Class A share  12b-1  Plan for the  Limited  Duration  U.S.  Government
     Securities  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 Fund chart on the prior page for such categories.
(2)  Reallowance/concession   percentages   and  service  fee   percentages  are
     calculated  from  different  amounts,  and  therefore  may not equal  total
     compensation  percentages  if combined  using simple  addition.  Additional
     Concessions  may be paid to Authorized  Institutions,  such as your dealer,
     from time to time.
(3)  Class C shares are subject to CDSCs.
(4)  With respect to Class C and P shares, 0.90% and 0.45%, respectively, of the
     average  annual  net asset  value of such  shares  outstanding  during  the
     quarter  (including  distribution   reinvestment  shares  after  the  first
     anniversary of their issuance) is paid to Authorized Institutions. This fee
     is paid  quarterly  in  arrears.  In the case of C shares for  fixed-income
     Funds, such as Limited Duration U.S.  Government  Securities 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.


                                                        Financial Information 37


<PAGE>

     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 Fund's  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).


     Lord Abbett Investment Trust -
      Balanced Series
     High Yield Fund
     Limited Duration U.S. Government Securities Series
     U.S. Government Securities Series

     90 Hudson Street
     Jersey City, NJ 07302-3973


     SEC file number: 811-7988

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
90 Hudson Street
Jersey City, NJ 07302-3973


Via the Internet.
Lord, Abbett & Co.
www.lordabbett.com
Text only versions of Fund
documents can be viewed
online or downloaded from:
SEC
www.sec.gov


You can also  obtain  copies by  visiting  the SEC's  Public  Reference  Room in
Washington, DC (phone 202-942-8090) or by sending your request and a duplicating
fee to the SEC's Public  Reference  Section,  Washington,  DC  20549-6009  or by
sending your request electronically to [email protected].




LAIT-1-400
(4/00)

<PAGE>

LORD ABBETT



Statement of Additional Information                                April 1, 2000



                          Lord Abbett Investment Trust

                        U.S. Government Securities Series
               Limited Duration U.S. Government Securities Series
                                 Balanced Series
                                 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 90 Hudson Street,  Jersey City, N.J. 07302-3973.
This  Statement  relates  to,  and  should  be read  in  conjunction  with,  the
Prospectus dated April 1, 2000.


Shareholder  inquiries  should  be made by  directly  contacting  the Fund or by
calling 800-821-5129.  The 1999 Annual shareholder report is available,  without
charge, upon request by calling that number. In addition, you can make inquiries
through your dealer.

      TABLE OF CONTENTS                                                  Page

      1.      Investment Policies...........................................2
      2.      Trustees and Officers.........................................5
      3.      Investment Advisory and Other Services........................9
      4.      Portfolio Transactions.......................................10
      5.      Purchases, Redemptions and Shareholder Services..............11
      6.      Performance..................................................19
      7.      Taxes........................................................20
      8.      Information About the Funds..................................21
      9.      Financial Statements.........................................22
      10.     Appendix.....................................................22



<PAGE>


                                       1.
                               Investment Policies



Each Fund is a diversified  open-end  management  investment  company registered
under the Investment Company Act of 1940, as amended (the "Act").


Fundamental  Investment  Restrictions.  Each Fund is  subject  to the  following
investment restrictions,  which cannot be changed without approval of a majority
of each Fund's outstanding shares.

Each Fund may not:

         (1) borrow  money,  except that (i) each Fund may borrow from banks (as
         defined  in the  Act) in  amounts  up to 33 1/3%  of its  total  assets
         (including  the  amount  borrowed),  (ii) each Fund may borrow up to an
         additional  5% of its total assets for temporary  purposes,  (iii) each
         Fund may obtain  such  short-term  credit as may be  necessary  for the
         clearance of purchases and sales of portfolio  securities and (iv) each
         Fund may  purchase  securities  on margin to the  extent  permitted  by
         applicable law;

         (2) pledge  its  assets  (other  than to secure  borrowings,  or to the
         extent  permitted  by 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 the investment restrictions in this section will be determined
at the time of purchase or sale of the portfolio investments.



                                       2


<PAGE>

Non-Fundamental  Investment  Restrictions.  In addition  to the  policies in the
Prospectus and the investment restrictions above which cannot be changed without
shareholder  approval,  each Fund is  subject to the  following  non-fundamental
investment  policies  which  may be  changed  by the Board of  Trustees  without
shareholder approval.

Each Fund may not:

(1)  borrow  in excess of 33 1/3 % of its total  assets  (including  the  amount
     borrowed),  and then  only as a  temporary  measure  for  extraordinary  or
     emergency purposes;

(2)  make short sales of securities or maintain a short  position  except to the
     extent permitted by applicable law;

(3)  invest  knowingly  more  than  15%  of its  net  assets  (at  the  time  of
     investment) in illiquid  securities,  except for securities  qualifying for
     resale under Rule 144A of the Securities  Act of 1933,  deemed to be liquid
     by the Board of Trustees;

(4)  invest in the securities of other investment  companies 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,  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.

INVESTMENT TECHNIQUES

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 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.


                                       3


<PAGE>

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. 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 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.  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.

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 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.


                                       4


<PAGE>

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, the portfolio turnover rate for each Fund
is as follows:

                                         1999             1998            1997
                                         ----             ----            ----
Balanced Series                            8.30%         131.36%         216.07%

High Yield Fund                          109.57%              -               -

Limited Duration U.S. Government
  Securities Series                      310.16%          346.67%        343.53%

U.S. Government Securities Series        396.37%          399.64%        712.82%


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.


                                       2.
                              Trustees and Officers


The Board of  Trustees of the Funds is  responsible  for the  management  of the
business and affairs of each Fund.

The following  Trustee is a partner of Lord,  Abbett & Co. ("Lord  Abbett"),  90
Hudson Street,  Jersey City, New Jersey 07302-3973.  He has been associated with
Lord Abbett for over five years and is also an  officer,  director or trustee of
the thirteen other Lord Abbett-sponsored funds.

*Robert S. Dow, age 55, Chairman and President
*Mr. Dow is an "interested person" as defined in the Act.

The following  outside trustees are also directors or trustees of thirteen other
Lord Abbett-sponsored funds.

E. Thayer Bigelow, Trustee
245 Park Avenue, Suite 2414
New York, New York

Senior Adviser, Time Warner Inc. (since 1998). 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 58.



                                       5


<PAGE>


William H.T. Bush, Trustee
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 (since 1986). Age 61.

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

Managing  Director of Monitor Clipper Partners (since 1997) and President of the
Clipper Group L.P., both private equity investment funds (since 1990). Age 57.

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

Partner in the law firm of Wildman, Harrold, Allen & Dixon (since 1990). Age 69.

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

Retired. Former Chairman of Independent Election Corporation of America, a proxy
tabulating firm. Age 74.

C. Alan MacDonald, Trustee
415 Round Hill Road
Greenwich, Connecticut

Currently involved in golf development  management on a consultancy basis (since
1999).  Formerly,  Managing Director of The Directorship  Inc., a consultancy in
board  management and corporate  governance  (1997-1999).  Prior to that 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 66.

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

President and Chief Executive  Officer of Rochester Button Company (since 1991).
Age 71.

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



                                       6


<PAGE>


Chairman of Spencer Stuart,  an executive  search  consulting firm (since 1976).
Currently serves as Director of Ace, Ltd. (NYSE). Age 62.

The second column of the following table sets forth the compensation  accrued by
the  Company  for  outside  directors/trustees.  The  third  column  sets  forth
information  with respect to the pension or retirement  benefits  accrued by all
Lord  Abbett-sponsored  funds for outside  directors/trustees.  The forth column
sets forth the total compensation paid by all Lord Abbett-sponsored funds to the
outside  directors/trustees,  and amounts  payable but deferred at the option of
the  director/trustee.  No  director/trustee  of the Funds  associated with Lord
Abbett and no officer of the Funds received any compensation  from the Funds for
acting as a director/trustee or officer.

                   For the Fiscal Year ended November 30, 1999
<TABLE>
<CAPTION>
         (1)                        (2)                       (3)                       (4)

                                                     Pension or                 For Year Ended
                                                     Retirement Benefits        December 31, 1999
                                                     Accrued by the             Total Compensation
                           Aggregate                 Fund and                   Accrued by the Company and
                           Compensation              Thirteen Other Lord        Thirteen 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          $5,586                    $17,622                    $57,700
William H. T. Bush*        $2,141                    $15,846                    $58,000
Robert B. Calhoun, Jr.**   $2,724                    $12,276                    $57,000
Stewart S. Dixon           $5,473                    $32,420                    $58,500
John C. Jansing            $5,400                    $41,108/4                  $57,500
C. Alan MacDonald          $5,375                    $26,763                    $57,500
Hansel B. Millican, Jr.    $5,400                    $37,822                    $57,250
Thomas J. Neff             $5,497                    $20,313                    $59,660

</TABLE>
  *Elected as of August 13, 1998.
**Elected as of June 17, 1998.

1.   Outside  directors'/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 fee  payable by the
     Fund  to its  outside  directors/trustees  may  be  deferred  under  a plan
     ("equity-based  plan")  that deems the  deferred  amounts to be invested in
     shares of the Fund for later  distribution to the  directors/trustees.  The
     amounts of the aggregate  compensation payable by the Company in accordance
     with the equity-based  plan as of November 30, 1999 deemed invested in Fund
     shares,  including  dividends  reinvested  and  changes in net asset  value
     applicable to such deemed  investments  were: : Mr. Bigelow,  $52,634;  Mr.
     Calhoun,  $4,280; Mr. Dixon, $50,088 Mr. Jansing,  $166,883; Mr. MacDonald,
     $93,380;  Mr.  Millican,  $168,013 and Mr. Neff,  $167,171.  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, $ ; Mr. Calhoun, $ ; Mr. Dixon, $ ; Mr. Jansing, $
     ; Mr. McDonald, $ ; Mr. Millican, $ ; and Mr. Neff, $ .

2.   The amounts in Column 3 were accrued by the Lord Abbett-sponsored funds for
     the twelve months ended November 30, 1999.

3.   This column shows aggregate  compensation,  including  directors'/trustees'
     fees and  attendance  fees for board and  committee  meetings,  of a nature
     referred to in footnote  one,  accrued by the Lord  Abbett-sponsored  funds
     during the year ended December 31, 1999, including fees directors/trustees'
     fees and  attendance  fees for board and  committee  meetings,  of a nature
     referred to in footnote  one,  accrued by the Lord  Abbett-sponsored  funds
     during   the   year   ended    December    31,   1999,    including    fees
     directors/trusttees'  have  chosen  to defer but does not  include  amounts
     accrued under the equity based plan and shown in Column 3.

4.   The equity-based plans superseded a previously approved retirement plan for
     all directors/trustees.  Directors/trustees had the option to convert their
     accrued  benefits  under the retirement  plan.  All of the current  outside
     directors/trustees  except one made such an election.  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.




                                       7


<PAGE>

Except where indicated,  the following  executive officers of the Fund have been
associated with Lord Abbett for over five years. Messrs. Brown, Carper,  Gerber,
Hilstad,  Hudson , Morris and Towle are partners of Lord Abbett;  the others are
employees. None have received compensation from the Funds.

Executive Vice Presidents:


Zane E. Brown, age 48

Christopher J. Towle, age 42

Robert Gerber,  age 45 (with Lord Abbett since 1997,  formerly Senior  Portfolio
manager at Sanford C. Bernstein & Co. from 1992-1997)

Robert G. Morris, age 55

Vice Presidents:

Paul A. Hilstad,  age 57, Vice  President and Secretary  (with Lord Abbett since
1995;  formerly  Senior Vice President and General  Counsel of American  Capital
Management & Research, Inc.)

Thomas J. Baade, age 35 (with Lord Abbett since 1998,  formerly a credit analyst
with Greenwich Street Advisors.

Joan A. Binstock,  age 45 (with Lord Abbett since 1999, formerly Chief Operating
Office of Morgan Grenfell from 1996 to 1999, prior thereto  Principal of Ernst &
Young LLP)

Daniel E. Carper, age 48

Michael S. Goldstein, age 31 (with Lord Abbett since 1997 - formerly involved in
Fixed Income trading and anaylsis at BEA Associated and Portfolio  Administrator
for The Chase Manhattan Bank)

W. Thomas Hudson, age 58

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

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)

A.Edward Oberhaus III, age 40

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

Tracie E. Richter,  age 31 (with Lord Abbett since 1999, formerly Vice President
- - head of Fund  Administration  of  Morgan  Grenfell  from  1998 to  1999,  Vice
President of Bankers  Trust from 1996 to 1998,  prior  thereto tax  associate of
Goldman Sachs).

Eli M. Salzmann, age 34 (with Lord Abbett since 1997 - formerly Vice President
of Mutual of America Capital Corp.; prior thereto Vice President of Mitchell
Hutchins Asset Mgmt. From 1986 to 1996)

Richard S. Szaro, age 57



                                       8


<PAGE>

Treasurer:


Donna M. McManus, age 39 (with Lord Abbett since 1996, formerly a Senior Manager
at Deloitte & Touche LLP).

As of March 15, 2000 our officers and directors,  as a group, owned less than 1%
of the Fund's  outstanding shares and 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% (U.S. Government Securities Fund and the Limited Duration U.S.
Government Securities Fund), .75 of 1% (Balanced Fund) and .60 of 1% (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 for each Fund are as follows:

<TABLE>
<CAPTION>
                                            1999                              1998                        1997
                           1999             Waiver          1998              Waiver         1997         Waiver
                           ----             ------          ----              ------         ----         ------

<S>                        <C>             <C>              <C>               <C>            <C>          <C>
Balanced Series            $613,069        $613,069         $257,904          $224,311       $48,151      $48,151

High Yield Fund            $113,526        $113,526                -                 -             -            -

Limited Duration            $72,512         $72,512          $48,030           $48,030       $54,884      $54,884
U.S. Government
Securities Series

U.S. Governemnt          $8,529,176               -      $10,186,509                 -   $12,500,454            -
Securities Series
</TABLE>

Lord  Abbett  Distributor  LLC,  90  Hudson  Street,  Jersey  City,  New  Jersey
07302-3973, serves as the principal underwriter for each Fund.


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,  48  Wall  Street,  New  York,  New  York,  is the  Company's
custodian.


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



                                       9


<PAGE>

                                       4.
                             Portfolio Transactions

Each Fund expects that purchases and sales of portfolio  securities usually will
be  principal  transactions  and  normally  such  securities  will be  purchased
directly  from  the  issuer  or from an  underwriter  or  market  maker  for the
securities.  Therefore,  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.

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.


                                       10


<PAGE>


During  the  fiscal  year ended  November  30,  1999,  the  commissions  paid to
independent brokers is as follows:

                           1999
                           ----

Balanced Series            $892,059

High Yield Fund            $276,728

Limited Duration           $ 86,421
U.S. Government
Fund

U.S. Government            $646,899
Series


                                       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
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 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  Fund,
the Limited Duration U.S.  Government Fund, the Balanced Fund and the High Yield
Fund on November 30, 1999 were computed as follows:

<TABLE>
<CAPTION>

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

<S>                                                       <C>                <C>            <C>           <C>
Net asset value per share (net assets divided
  by shares outstanding)..................................$4.34              $12.34         $2.45         $9.72



                                       11


<PAGE>


Maximum offering price per share - net asset
  value divided by (.9700 for Limited Duration
  Government  Fund .9525 for U. S. Government Securities Fund and High Yield Fund)
   and .9425 for Balanced Fund............................$4.47              $13.09         $2.57        $10.20


</TABLE>
The  Company  has  entered  into  a  distribution  agreement  with  Lord  Abbett
Distributor LLC, a New York limited liability  company,  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:

 .............................................       Yr Ended     Yr Ended
 .............................................       11/30/97     11/30/98
Gross sales charge                                  $269,184     $97,607

Amount allowed
to dealers                                          $233,663     $84,045
                                                    ---------    -------

Net Commissions received
by Lord Abbett                                      $ 35,521     $13,562
                                                    ========     =======

For the fiscal  years  ended 1999,  1998,  and 1997,  Lord  Abbett as  principal
underwriter  received net commissions  after allowance of a portion of the sales
charge to  independent  dealers  with  respect to Class A shares of the Acquired
Fund (and subsequent to July 12, 1996, the U.S.  Government  Securities Fund) as
follows:

                                     1997             1998            1999
                                     -----            ----            ----

Gross sales charge                   $1,469,770       $1,111,095

Amount allowed
to dealers                           $1,259,215       $  970,169
                                     ----------       ----------

Net Commissions received
by Lord Abbett                       $  210,555       $  140,926
                                     ===========      ==========



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
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 likely
have different  share prices.  Investors  should read this section  carefully to
determine which class represents the best investment option for their particular
situation.


                                       12


<PAGE>

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.  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 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 below.

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

Which  Class of Shares  Should You  Choose?  Once you  decide  that 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 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.


                                       13


<PAGE>

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

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

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

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

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


Rule 12b-1  Plans.  As  described  in the  Prospectus,  each Fund has  adopted a
Distribution  Plan and  Agreement  pursuant to Rule 12b-1 of the Act for each of
the four  Classes:  the "A Plan,"  the "B Plan" the "C Plan,"  and the "P Plan,"
respectively.  In adopting each Plan and in approving its continuance, the Board
of Directors has concluded that there is a reasonable  likelihood that each Plan
will benefit its respective  Class and such Class's  shareholders.  The expected
benefits  include  greater sales and lower  redemptions  of Class shares,  which
should allow each Class to maintain a consistent cash flow, and a higher quality
of service to  shareholders by authorized  institutions  than would otherwise be
the case. Lord Abbett uses all amounts  received under each Plan as described in
the Prospectus and for payments to dealers for (i) providing continuous services
to the  shareholders,  such  as  answering  shareholder  inquiries,  maintaining
records, and assisting shareholders in making redemptions, transfers, additional
purchases and exchanges and (ii) their assistance in distributing  shares of the
Company.



                                       14


<PAGE>

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.

Each Plan requires the 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.

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:


                                       15


<PAGE>

Anniversary of                                       Contingent Deferred Sales
Purchase                                           Charge 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 same calendar day in each respective year
after the date of purchase.  For example, the anniversaries for shares purchased
on May 1 will be May 1 of each succeeding  year. 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 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.


                                       16


<PAGE>

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., .


Letters of  Intention.  Under the terms of the  Letters 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 letter 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 Letter is not completed.  The Letter
of Intention is neither a binding  obligation  on you to buy, nor on the fund to
sell, the full amount indicated.


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


                                       17


<PAGE>

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.

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.


                                       18


<PAGE>

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 '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.


                                       19



<PAGE>

Using the method to compute  average annual  compounded  total return  described
above, the total annual return for each Fund are as follows:

<TABLE>
<CAPTION>

                                     For the Year ended November 30, 1999
                                     ------------------------------------
<S>                                  <C>               <C>               <C>                <C>
U.S. Government Securities Fund      1 Year            5 Years           10 Years           Life
                                     ------            -------           --------           ----
Class A                              -5.40%            5.65%             6.50%              9.63%
Class B                              -6.09%                -                -               4.57%
Class C                              -2.73%                -                -               5.56%

Limited Duration U.S. Government
Securities Fund
                                     1 Year            5 Years           10 Years           Life
                                     ------            -------           --------           ----
Class A                                -.30%           4.85%                -               3.41%
Class C                                 .36%               -                -               4.77%

Balanced Series                      1 Year            5 Years           10 Years           Life
                                     ------            -------           --------           ----
Class A                                3.60%               -                -             11.82%
Class B                                4.25%               -                -              3.20%
Class C                                8.08%               -                -             12.41%


High Yield                             Life
                                       ----
Class A                                  .10%
Class B                                3.25%
Class C                                2.38%

</TABLE>

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.

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

Each Fund  intends to elect and to qualify for special  tax  treatment  afforded
regulated  investment  companies  under the  Internal  Revenue Code of 1986 (the
"Code").  If it so  qualifies,  each  Fund  (but not its  shareholders)  will be
relieved of federal income taxes on the amount it  distributes to  shareholders.
If in any  taxable  year the  Funds do not  qualify  as a  regulated  investment
company,  all of its  taxable  income  will be  taxed  to the  Fund  at  regular
corporate rates.

Each Fund  contemplates  declaring  as  dividends  substantially  all of its net
investment  income.  Dividends  paid by a Fund from its  investment  income  and
distributions  of its net realized  short-term  capital gains are taxable to its
shareholders  as ordinary income or capital gains,  whether  received in cash or
reinvested  in  additional   shares  of  the  Fund.  Each  Fund  will  send  its
shareholders  annual  information  concerning the tax treatment of dividends and
other distributions.


                                       20


<PAGE>

Upon sale,  exchange  or  redemption  of shares of a Fund,  a  shareholder  will
recognize  short-  or  long-term  capital  gain  or  loss,  depending  upon  the
shareholder's  holding period in the Fund's shares.  However, if a shareholder's
holding  period in his shares is six month or less,  any capital  loss  realized
from a sale or exchange of such shares must be treated as long-term capital loss
to the extent of dividends classified as "capital gains dividends" received with
respect to such shares.  The maximum tax rates  applicable  to net capital gains
recognized by individuals and other non-corporate  taxpayers are (i) the same as
ordinary  income rates for capital assets held for one year or less and (ii) 20%
for  capital  assets  held  for more  than one  year.  Capital  gains or  losses
recognized by corporate  shareholders  are subject to tax at the ordinary income
tax rates applicable to corporations.

Losses on the sale of shares are not deductible if, within a period beginning 30
days  before the date of the sale and ending 30 days after the date of the sale,
the taxpayer acquires shares that are substantially identical.

Some  shareholders  may  be  subject  to a 31%  withholding  tax  on  reportable
dividends,   capital  gains   distributions  and  redemption  payments  ("backup
withholding").  Generally,  shareholders  subject to backup  withholding will be
those for whom a certified  taxpayer  identification  number is not on file with
the Fund or who, to the Fund's  knowledge,  have furnished an incorrect  number.
When  establishing  an account,  an investor  must  certify  under  penalties of
perjury that such number is correct and that he or she is not otherwise  subject
to backup withholding.

The writing of call options and other investment  techniques and practices which
the Funds may utilize may affect the character and timing of the  recognition of
gains and  losses.  Such  transactions  may  increase  the amount of  short-term
capital  gain  realized  by the Funds,  which is taxed as  ordinary  income when
distributed to shareholders.

The Funds may be subject to foreign  withholding  taxes,  which would reduce the
yield on its investments.  It is generally  expected that Fund  shareholders who
are subject to United States  federal income tax will not be entitled to claim a
federal income tax credit or deduction for foreign income taxes paid by a Fund.

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

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

Gain and loss  realized by a 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 gain or loss is  attributable  to  changes  in
exchange rates for foreign  currencies.  Accordingly,  distributions  taxable as
ordinary  income will include the net amount,  if any, of such foreign  exchange
gain and will be reduced by the net  amount,  if any, of such  foreign  exchange
loss.

If a Fund  purchases  shares  in  certain  foreign  investment  entities  called
"passive  foreign  investment  companies,"  they may be subject to United States
federal  income tax on a portion of any "excess  distribution"  or gain from the
disposition  of such  shares,  even if such income is  distributed  as a taxable
dividend by the Fund to its  shareholders.  Additional  charges in the nature of
interest  may be imposed on either  the Fund or its  shareholders  in respect of
deferred taxes arising from such  distributions  or gains.  If the Funds were to
make a "qualified  electing  fund"  election with respect to its investment in a
passive foreign investment company, in lieu of the foregoing requirements,  such
Fund might be required to include in income each year a portion of the  ordinary
earnings and net capital  gains of the  qualified  electing  fund,  even if such
amount were not distributed to such Fund.

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


                                       8.
                           Information About the Funds


Lord Abbett  Investment  Trust was  organized  as a Delaware  business  trust on
August 16, 1993.  The  Company's  trustees  have  authority  to create  separate
classes  and  shares  of  beneficial   interest,   without   further  action  by
shareholders.  The Company  includes six funds,  four of which are  discussed in
this Statement of Additional  Information:  U.S.  Government  Securities  Series
("U.S.  Government Fund"),  Limited Duration U.S.  Government  Securities Series
("Limited Duration U.S. Government Securities Fund"), Balanced Series ("Balanced
Fund") and High Yield Fund. The U.S.  Government  Securities Fund, Balanced Fund
and High Yield Fund each offers four  classes of shares:  Classes A, B, C and P;
Limited Duration U.S. Government  Securities Fund offers three: Classes A, C and
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 funds may be added in the
future. The Investment Company Act of 1940, as amended (the "Act") requires that
where more than one class or fund  exists,  each class or fund must be preferred
over all other classes or funds with respect to assets specifically allocated to
such class or fund.

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 fund
affected by such matter.  Rule 18f-2 further provides that a class or fund shall
be deemed to be affected by a matter  unless the interests of each class or fund
in the  matter are  substantially  identical  or the matter  does not affect any
interest  of such class or fund.  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.

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.


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  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.


                                       21


<PAGE>

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 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 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 fund's  Code of Ethics  which
complies,  in  substance,  with each of the  recommendations  of the  Investment
Company Institute's  Advisory Group on Personal  Investing.  Among other things,
the Code  requires  that Lord  Abbett  partners  and  employees  obtain  advance
approval before buying or selling securities, submit confirmations and quarterly
transaction  reports,  and obtain  approval  before  becoming a director  of any
company;  and it prohibits  such persons from investing in a security seven days
before  or  after  any  Lord  Abbett-sponsored  fund  trades  in such  security,
profiting  from  trades  of the same  security  within  60 days and  trading  on
material  non-public  information.  The Code imposes  similar  requirements  and
restrictions on the independent  Trustees of the fund to the extent contemplated
by the recommendations of such Advisory Group.


                                       9.
                              Financial Statements

The financial  statements for fiscal year ended November 30, 1999 and the report
of  Deloitte  & Touche  LLP,  independent  auditors,  on such  annual  financial
statements  contained  in the 1999  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.


                                       22


<PAGE>

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

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

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

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

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

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

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


Standard & Poor's Corporation's Corporate Bond Ratings

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

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

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

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.



<PAGE>
Lord Abbett
Investment Trust

Core Fixed Income Series
Strategic Core Fixed Income Series


Class Y Shares
Prospectus
April 1, 2000




[LOGO]


As with all  mutual  funds,  the  Securities  and  Exchange  Commission  has not
approved or  disapproved  these  securities  or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.


Class Y shares  of each Fund are  neither  offered  to the  general  public  nor
available in all states through the Mutual Fund Fee Based  Program.  Please call
800-821-5129 for further information.


<PAGE>

                               TABLE OF CONTENTS

                                   The Funds


        Information about performance, Goal                                 2
                    fees and expenses  Principal Strategy                   2
                                       Main Risks                           3
                                       Core Fixed Income Fund               4
                                       Strategic Core Fixed Income Fund     6




                                 Your Investment

             Information for managing   Purchases                            8
                    your Fund account   Redemptions                          9
                                        Distributions and Taxes              9
                                        Services For Fund Investors         10
                                        Management                          10



                              For More Information

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



                              Financial Information

             Financial highlights and   Core Fixed Income Fund              15
                line graph comparison   Strategic Core Fixed Income Fund    17



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



<PAGE>

                                                Core Fixed Income Fund
                                                Strategic Core Fixed Income Fund

                                   THE FUNDS

GOAL

     The  investment  objective  of  each  Fund is to seek  income  and  capital
     appreciation to produce a high total return.

PRINCIPAL STRATEGY

     The  Core  Fixed  Income  Fund  invests   primarily  in  U.S.   government,
     mortgage-backed  and  investment  grade debt  securities,  including  those
     issued by non-U.S.  entities  but  denominated  in U.S.  dollars  (known as
     "Yankees"). The Strategic Core Fixed Income Fund invests primarily in those
     securities,  as well as in high yield debt securities and securities issued
     by non-U.S.  entities and  denominated  in  currencies  other than the U.S.
     dollar.  Investments  in high yield debt and non-U.S.  debt  denominated in
     foreign  currencies  are each  limited to 20% of the  Strategic  Core Fixed
     Income Fund's net assets.


     Both Funds attempt to manage, but not eliminate, interest rate risk through
     their  management  of the  average  duration of the  securities  they hold.
     Duration is a matematical concept that measures a portfolio's  exposure to
     interest rate changes.  Using the average duration of the Lehman Brothers
     Aggregate Bond Index(currently approximately 5 years) as the center, the
     Funds will
     establish their average duration range periodically by extending two years
     above and below the center.  The higher a Fund's duration, the more
     sensitive it is to interest rate risk.


     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 turn-over rates substantially in excess of 100%.
     For the fiscal year ended November 30, 1999,  the portfolio  turnover rates
     for the Core Fixed  Income Fund and  Strategic  Core Fixed Income Fund were
     412.77% and  415.82%,  respectively.  These  rates vary year to year.  High
     turnover  increases  transactions  costs and may increase  taxable  capital
     gains.


We or the Fund refers to Core Fixed Income  Series ("Core Fixed Income Fund") or
Strategic Core Fixed Income Series ("Strate gic Core Fixed Income Fund"), each a
series of Lord Abbett Investment Trust (the "company").


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




2 The Funds

<PAGE>


MAIN RISKS

     These Funds are subject to the genreal risks and considerations associated
     with investing in debt securities.  The value of an investment in the fund
     will change as interest rates fluctuate in response to market movements.
     When interest rates rise, the prices of debt securities are likely to
     decline, and when interest rates fall, the prices of debt securities tend
     to rise.  Likewise, the value of your investment will change as interest
     rates fluctuate.



     The mortgage-related securities in which each Fund may invest may be
     particularly sensitive to changes in prevailing interest rates.  The
     holders of the underlying mortgages may be able to repay principal in
     advance and may do so, especially when interest rates are falling.  When
     mortgages are prepaid, the Fund may have to reinvest in securities with a
     lower yield.  Conversely, holders may be able to extend their obligation to
     pay principal to a later date then expected.  This may happen in times of
     rising interest rates.  The Fund may then be unable to invest in higher
     yielding securities.  These circumstances may result in lower performance
     for each Fund.


     The lower-rated bonds in which the Strategic Core Fixed Income Fund may
     invest involve risks that the bond's issuers will not make payments of
     interest and principal interest when due.  Some issuers may default as to
     principal and/or interest payments after we purchase their securities.
     This may result in losses to the Fund.

     The Strategic Core Fixed Income Fund may invest in foreign securities.
     Investments in foreign securities may present increased market, liquidity,
     currency, political, information and other risks.

     An  investment  in each Fund is not a bank  deposit and is not insured or
     guaranteed  by the  Federal  Deposit  Insurance  Corporation  or any  other
     government agency.  Each Fund is not a complete  investment program and may
     not be appropriate for all investors.  You could lose money by investing in
     these Funds.

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


                                                                     The Funds 3

<PAGE>
                                                          Core Fixed Income Fund



PERFORMANCE
     The bar chart and  table  below  provide  some  indication  of the risks of
     investing  in the  Fund  by  illustrating  the  variability  of the  Fund's
     returns.  Each assumes  reinvestment  of dividends and  distributions.  The
     Fund's past  performance  is not  necessarily an indication of how the Fund
     will perform in the future.

     The bar chart shows changes in the performance of the Fund's Class Y shares
     from calendar year to calendar year.


- --------------------------------------------------------------------------------
Bar Chart (per calendar year) - Class Y Shares
- --------------------------------------------------------------------------------



[GRAPHIC OMITTED]
1998 - 9.4%

 Best Quarter   3rd Q `98  4.4%               Worst Quarter   2nd Q `99    -0.9%
- --------------------------------------------------------------------------------


     The table below shows how the average  annual  total  returns of the Fund's
     Class Y shares compare to those of a broad-based securities market index.


- --------------------------------------------------------------------------------
Average Annual Total Returns Through December 31, 1999

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

Share Class                             1 Year               Since Inception(1)
Class Y shares                           0.22%                     4.96%
- --------------------------------------------------------------------------------
Lehman Brothers
Aggregate Bond Index(2)                 -0.82%                     3.82%(3)

(1)  The date of inception of Class Y shares is 12/10/97.

(2)  Performance for the unmanaged index does not reflect fees or expenses.  The
     performance of the index is not  necessarily  representative  of the Fund's
     performance.

(3)  Represents total returns for the period 12/31/97 to 12/31/99, to correspond
     with Class Y inception date.



4 The Funds

                                                          Core Fixed Income Fund


FEES AND EXPENSES
     This table  describes the fees and expenses that you may pay if you buy and
     hold shares of the Fund.
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------
Fee Table
<S>                                                                 <C>
- ---------------------------------------------------------------------------------------------------------
                                                                    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                                        none
- ---------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets)(3)
- ---------------------------------------------------------------------------------------------------------
Management Fees (See "Management")                                   0.50%
- ---------------------------------------------------------------------------------------------------------
Other Expenses                                                       0.13%
Total  Operating Expenses                                            0.63%
- ---------------------------------------------------------------------------------------------------------
</TABLE>





- --------------------------------------------------------------------------------
Example


- --------------------------------------------------------------------------------
This  example is intended to help you compare the cost of  investing in the Fund
with the cost of investing in other mutual  funds.  This  example,  like that in
other Funds'  prospectuses,  assumes that you invest $10,000 in the Fund for the
time  periods  indicated  and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the Fund's  operating  expenses  remain the same.  Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
\
Share Class                                 1 Year                    3 Years
Class Y shares                               $64                       $202
- --------------------------------------------------------------------------------





Management fees are payable to Lord, Abbett & Co. ("Lord Abbett") for the Fund's
investment management.

Other  expenses  include fees paid for  miscellaneous  items such as shareholder
service fees and professional fees.

Lord Abbett is currently  waiving the management  fees and subsidizing the other
expenses of the Fund.  Accordingly,  the  expense  ratio of the Fund is 0%. Lord
Abbett may stop waiving the management  fees and  subsidizing the other expenses
at any time.

                                                                     The Funds 5

<PAGE>

                                                Strategic Core Fixed Income Fund



PERFORMANCE
     The bar chart and  table  below  provide  some  indication  of the risks of
     investing  in the  Fund  by  illustrating  the  variability  of the  Fund's
     returns.  Each assumes  reinvestment  of dividends and  distributions.  The
     Fund's past  performance  is not  necessarily an indication of how the Fund
     will perform in the future.

     The bar chart shows changes in the performance of the Fund's Class Y shares
     from calendar year to calendar year.


- --------------------------------------------------------------------------------
Bar Chart (per calendar year) - Class Y Shares
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]
1999 - -0.8%

 Best Quarter   3rd Q `98  1.0%               Worst Quarter   2nd Q `99    -0.8%
- --------------------------------------------------------------------------------

     The table below shows how the average  annual  total  returns of the Fund's
     Class Y shares compare to those of a broad-based securities market index.


- --------------------------------------------------------------------------------
Average Annual Total Returns Through December 31, 1999

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

Share Class                          1 Year                 Since Inception(1)
Class Y shares                        0.57%                       0.57%
- --------------------------------------------------------------------------------
Lehman Brothers
Aggregate Bond Index(2)              -0.82%                      -0.82%(3)

(1)  The date of inception of Class Y shares is 12/14/98.

(2)  Performance for the unmanaged index does not reflect fees or expenses.  The
     performance of the index is not  necessarily  representative  of the Fund's
     performance.

(3)  Represents total returns for the period 12/31/97 to 12/31/99, to correspond
     with Class Y inception date.



6 The Funds

<PAGE>



                                                Strategic Core Fixed Income Fund


FEES AND EXPENSES
     This table  describes the fees and expenses that you may pay if you buy and
     hold shares of the Fund.
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------
Fee Table
- -------------------------------------------------------------------------------------------------------
                                                                     Class Y
<S>                                                                   <C>

Shareholder Fees (Fees paid directly from your investment)
- -------------------------------------------------------------------------------------------------------
Maximum Sales Charge on Purchases
- -------------------------------------------------------------------------------------------------------
(as a % of offering price)                                           none
- -------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge                                        none
- -------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets)
- -------------------------------------------------------------------------------------------------------
Management Fees (See "Management")                                   0.50%
- -------------------------------------------------------------------------------------------------------
Other Expenses                                                       0.42%
Total Operating Expenses                                 0.92%
- -------------------------------------------------------------------------------------------------------
</TABLE>



- --------------------------------------------------------------------------------
Example


- --------------------------------------------------------------------------------
This  example is intended to help you compare the cost of  investing in the Fund
with the cost of investing in other mutual  funds.  This  example,  like that in
other funds'  prospectuses,  assumes that you invest $10,000 in the Fund for the
time  periods  indicated  and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the Fund's  operating  expenses  remain the same.  Although your actual
costs may be higher or lower, based on these assumptions your costs would be:

Share Class                                   1 Year                    3 Years
Class Y shares                                 $94                       $293
- --------------------------------------------------------------------------------




Management  fees are  payable to Lord,  Abbett & Co.  for the Fund's  investment
management.

Other  expenses  include fees paid for  miscellaneous  items such as shareholder
service fees and professional fees.

Lord Abbett is currently  waiving the management  fees and subsidizing the other
expenses of the Fund.  Accordingly,  the  expense  ratio of the Fund is 0%. Lord
Abbett may stop waiving the management  fees and  subsidizing the other expenses
at any time.


                                                                     The Funds 7

<PAGE>

                                YOUR INVESTMENT

PURCHASES

     Class Y shares.  You may  purchase  Class Y shares  at the net asset  value
     ("NAV") per share next determined after we receive and accept your purchase
     order submitted in proper form. No sales charges apply.

     We reserve the right to withdraw all or 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 binding until  confirmed or accepted in
     writing.

     Who May Invest?  Eligible purchasers of Class Y shares include: (1) certain
     authorized  brokers,  dealers,  registered  investment  advisers  or  other
     financial institutions ("entities") 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 Class Y
     shares  in  particular  investment  products  made  available  for a fee to
     clients of such  entities,  or (b) charge an advisory,  consulting or other
     fee for  their  services  and buy  shares  for their  own  accounts  or the
     accounts  of their  clients  ("Mutual  Fund Fee Based  Programs");  (2) 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  (3)  institutional   investors,   such  as  retirement  plans,
     companies,  foundations,  trusts,  endowments  and other entities where the
     total amount of potential  investable  assets exceeds $50 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 money to the Fund you selected (P.O.  Box 219100,  Kansas City,
     Missouri  64121).  The minimum initial  investment is $1 million except for
     Mutual Fund Fee Based 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 the 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 NAV 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
     NAV  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 you select, note Class Y shares and include your new account



NAV per share is calculated each business day at the close of regular trading on
the New York Stock Exchange ("NYSE"), normally 4:00 p.m. Eastern time. Purchases
and sales of Fund shares are executed at the NAV next determined  after the Fund
receives your order in proper form. 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.


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.


Exchange  Limitations.  Exchanges should not be used to try to take advantage of
short-term swings in the market.  Frequent  exchanges create higher expenses for
the Funds. Accordingly,  each Fund reserves the right to limit or terminate this
privilege  for  any  shareholder   making  frequent  exchanges  or  abusing  the
privilege.  The Funds also may revoke the privilege for all shareholders upon 60
days' written notice.



8 Your Investment





     number  and your  name.  To add to an  existing  account,  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 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, 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(s)  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.  Under unusual  circumstances,  the
     Fund may suspend redemptions, or postpone payment for more than seven days,
     as permitted by federal securities laws.

     By Wire. In order to receive funds by wire,  our servicing  agent must have
     the wiring  instructions  on file. To verify that this feature is in place,
     call 800-821-5129 Ext. 34028,  Institutional  Trading Dept.  (minimum wire:
     $1,000).  Your wire redemption  request must be received by the Fund before
     the close of the NYSE for money to be wired on the next business day.


DISTRIBUTIONS AND TAXES


     Each Fund normally pays its shareholders  dividends from its net investment
     income and  distributes  its net capital  gains (if any) as "capital  gains
     distributions" on an annual basis. Your distributions will be reinvested in
     the Fund unless you instruct  the Fund to pay them to you in cash.  The tax
     status of distributions is the same for all shareholders  regardless of how
     long they have owned Fund shares or whether distributions are reinvested or
     paid in cash.

     Except in tax-advantaged accounts, any sale, redemption or exchange of Fund
     shares may be taxable to the shareholder.

     Information on the tax treatment of distributions,  including the source of
     dividends and distributions of capital gains by the Fund, will be mailed to
     shareholders  each year.  Because  everyone's tax situation is unique,  you
     should  consult your tax adviser  regarding the treatment of  distributions
     under the federal, state and local tax rules that apply to you.





     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 9

<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  Fund  among the Lord
     Abbett-sponsored Funds.

     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 Funds.

     Account Changes. For any changes you need to make to your account,  consult
     your investment professional or call the Funds 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., located at 90 Hudson
     St.,  Jersey City, NJ 07302-3973.  Founded in 1929, Lord Abbett manages one
     of the  nation's  oldest  mutual fund  complexes,  with  approximately  $35
     billion in more than 40 mutual fund portfolios and other advisory accounts.
     For more information  about the services Lord Abbett provides to the Funds,
     see the Statement of Additional Information.

     Each Fund pays Lord Abbett a monthly fee based on average  daily net assets
     for each month at the annual  rate of .50% of 1%. For the fiscal year ended
     November 30, 1999,  Lord Abbett  waived its  management  fee for Core Fixed
     Income Fund and Strategic  Core Fixed Income Fund.  In addition,  each Fund
     pays all expenses not expressly assumed by Lord Abbett.

     Portfolio  Managers.  Lord Abbett  uses a team of  portfolio  managers  and
     analysts act-ing together to manage each Fund's investments. Robert Gerber,
     Partner of Lord Abbett heads the team,  the other  senior  members of which
     include  Walter H. Prahl and Robert A Lee. 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 C. Bernstein &
     Co., Inc.  since 1992.  Mr. Prahl joined Lord Abbett in 1997 as Director of
     Quantitative  Research,  Taxable Fixed Income.  Before joining Lord Abbett,
     Mr. Prahl served as a Fixed Income Research Analyst at Sanford C. Bernstein
     & Co.,  Inc.  since  1994.  Mr. Lee joined  Lord  Abbett in 1997 as a Fixed
     Income Portfolio Manager; prior to that he served as a Portfolio Manager at
     ARM  Capital  Advisors  since 1995 and an  Assistant  Portfolio  Manager at
     Kidder Peabody Asset Management from 1993.



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.



10 Your Investment

<PAGE>

                              FOR MORE INFORMATION

OTHER INVESTMENT TECHNIQUES

     This section describes some of the investment techniques that might be used
     by each 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, inter-est 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.  Each 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.


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

     Foreign  Securities.  The Fund may  invest  up to 10% of its net  assets in
     foreign  securities.  Foreign securities are securities primarily traded
     in countries outside the United States.  Foreign markets and the securities
     traded in them are
     not subject to the same degree of  regulation as U.S.  markets.  Securities
     clearance and settlement  procedures may be different in foreign countries.
     There  may be less  trading  volume  in  foreign  markets,  subjecting  the
     securities traded in them to higher price  fluctuations.  Transaction costs
     may be higher in  foreign  markets.  The Fund may hold  foreign  securities
     which trade on days when the Fund does not sell  shares.  As a result,  the
     value of the Fund's portfolio securities may change on days an investor may
     not purchase or sell Fund shares.

     Foreign issuers are generally not subject to similar,  uniform  accounting,
     auditing and financial  reporting  requirements  as U.S.  issuers.  Foreign
     investments  may be  affected  by changes  in  currency  rates or  currency
     controls.  Certain foreign countries may limit the Fund's ability to remove
     its assets from the  country.  With respect to certain  foreign  coun-

                                                         For More Information 11

<PAGE>


     tries,  there  is  a  possibility  of  nationalization,   expropriation  or
     confiscatory  taxation,  imposition  of  withholding  or other  taxes,  and
     political or social  instability  which could affect  investments  in those
     countries.


     High Yield Debt Securities.  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.

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

     Mortgage-Backed  Securities.  Investment grade debt 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.


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

     In  addition,  the use of options and  financial  futures  transactions  to
     achieve  a  Fund's  investment  objective  could  result  in a loss  due to
     unanticipated  market  conditions  and could increase the volatility of the
     Fund. These transactions may involve a small investment of cash relative to
     the risks 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  30%  of  its  total   assets   and  all  loans   will  be  fully
     collateralized.

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

     Reverse Repurchase Agreements.  Each Fund may enter into 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 later at a set price.  Reverse  repurchase
     agreements  expose  a Fund to cre dit 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.


12 For More Information
<PAGE>

     The value of a right or warrant may not  necessarily  change with the value
     of the  underlying  securities  and rights and warrants cease to have value
     after their expiration date.

     Short  Sales.  Each Fund may make short sales of  securities  or maintain a
     short  position,  provided that at all times when a short  position is open
     the Fund owns an equal amount of such securities or securities  convertible
     into or exchangeable,  without payment of any further consideration, for an
     equal amount of the  securities of the same issuer as the  securities  sold
     short.  Each  Fund does not  intend to have more than 5% of its net  assets
     (determined  at the time of the short sale)  subject to short sales against
     the box.


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


     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 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 a when-issued or
     delayed delivery transactions, it may increase the volitility of the fund's
     portfolio.

     Yankees.  Each Fund may invest in the securities of foreign issuers payable
     in U.S. dollars.

GLOSSARY OF SHADED TERMS

     Eligible Fund. An Eligible Fund is any Lord  Abbett-sponsored Fund offering
     Class Y shares.

     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 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 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 (see example in right column).

     Mutual Fund Fee Based Program.  Certain  unaffiliated  authorized  brokers,
     dealers,  registered  investment  advisers or other financial  institutions
     ("entities")   who  either  (1)  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 entities, or (2) charge an advisory, consulting or other fee for their
     services  and buy shares for their own  accounts  or the  accounts of their
     clients.


GUARANTEED SIGNATURE. An acceptable form of guarantee would be as follows:

  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

            [SIGNATURE ILLEGIBLE]
- --------------------------------------------------
                            AUTHORIZED SIGNATURE
(960)                            X 9 6 0 3 4 7 0
SECURITIES TRANSFER AGENTS MEDALLION PROGRAM'sm'
                                              SR

  In the case of the corporation --
  ABC Corporation

    Mary B. Doe

    By Mary B. Doe, President

    [Date]

             SIGNATURE GUARANTEED
             MEDALLION GUARANTEED
              NAME OF GUARANTOR

            [SIGNATURE ILLEGIBLE]
- --------------------------------------------------
                            AUTHORIZED SIGNATURE
(960)                            X 9 6 0 3 4 7 0
SECURITIES TRANSFER AGENTS MEDALLION PROGRAM'sm'
                                              SR


                                                         For More Information 13

<PAGE>

RECENT PERFORMANCE


     The  following is a discussion of recent  performance for the twelve month
     period ending November 30, 1999.

     For the period under review,  the Funds  outperformed  its  benchmark,  the
     Lehman  Aggregate  Bond  Index.  The Fund's  outperformance  can be largely
     attributed to its  continued  focus on what are termed  "spread  products,"
     which include  Freddie Macs (FHLMCs),  corporate  debentures and commercial
     mortgage-backed   securities  (CMBs).  These  securities  offered  a  yield
     advantage  over  Treasurys,  and therefore  added  performance to the Fund,
     particularly as credit spreads widened.  Also adding to performance was the
     Fund  portfolio's  "barbell  structure,"  a strategy  that seeks to capture
     returns  provided by a combination of relatively short and long maturities,
     over  the  returns   provided  by  a  portfolio   comprised   of  primarily
     intermediate maturities. The portfolio's average duration steadily remained
     approximately 5 years.

     Continued  progress towards a slower level of economic growth in the coming
     months  should  allow  interest  rates in the U.S. to level off and perhaps
     begin  decreasing  again.  This will depend on whether the Federal  Reserve
     Board (the "Fed")  succeeds in reducing the current pace of economic growth
     toward 3 percent.  However,  with consumer  confidence  and spending  still
     strong,  we see few  significant  signs that the four rate increases by the
     Fed since June 1999 have brought about this desired  slowdown.  In general,
     the Fund's neutral exposure to interest rate risk has enabled it to provide
     investors with good relative returns,  and likewise,  positions it well for
     further changes in the economic environment.




14 For More Information

<PAGE>

                                                          Core Fixed Income Fund

                             FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS


     This  table  describes  the  Fund's  performance  for  the  fiscal  periods
     indicated.  "Total return" shows how much your investment in the Fund would
     have  increased  (or  decreased)  during  each  period,  assuming  you  had
     reinvested all dividends and distributions. These Financial Highlights have
     been audited by Deloitte & Touche LLP, the Fund's independent  auditors, in
     conjunction  with their  annual audit of the Fund's  financial  statements.
     Financial  statements  for the fiscal year ended  November 30, 1999 and the
     Independent  Auditors'  Report  thereon  appear  in the  Annual  Report  to
     Shareholders   for  the  fiscal  year  ended  November  30,  1999  and  are
     incorporated  by reference  into the Statement of  Additional  Information,
     which is available upon request.

<TABLE>
<CAPTION>

========================================================================================================================
                                                                                   Class Y Shares
- ------------------------------------------------------------------------------------------------------------------------
                                                                               Year Ended November 30,
Per Share Operating Performance:                                            1999                   1998(a)
<S>                                                                        <C>                     <C>
Net asset value, beginning of year                                         $10.97                  $10.00
========================================================================================================================
Income from investment operations
========================================================================================================================
 Net investment income                                                        .69                     .62
========================================================================================================================
 Net realized and unrealized gain (loss) on investments                      (.59)                    .35
========================================================================================================================
Total from investment operations                                              .10                     .97
========================================================================================================================
Net investment income                                                       (0.41)
========================================================================================================================
Net realized gain on investments                                            (0.12)
========================================================================================================================
Total distributions                                                         (0.53)
========================================================================================================================
 Net asset value, end of year                                              $10.54                  $10.97
========================================================================================================================
Total Return(c)                                                              1.08%                   9.70%(b)
========================================================================================================================
Ratios to Average Net Assets:
========================================================================================================================
 Expenses, excluding waiver                                                   .63%                   0.75%(b)
========================================================================================================================
 Net investment income                                                       6.62%                   5.98%(b)
========================================================================================================================


========================================================================================================================
                                                                               Year Ended November 30,
- ------------------------------------------------------------------------------------------------------------------------
Supplemental Data:                                                          1999                   1998(a)
Net Assets, end of year (000)                                              $8,713                  $4,694
========================================================================================================================
Portfolio turnover rate                                                    412.77%                 411.03%
========================================================================================================================
</TABLE>

(a)  From December 10, 1997 commencement of operations.

(b)  Not annualized.

(c)  Total return assumes the reinvestment of all distributions.


                                                        Financial Information 15

<PAGE>

                                                          Core Fixed Income 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.

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



[GRAPHIC OMITTED]


================================================================================
             Average Annual Total Return At Maximum Applicable
           Sales Charges For The Periods Ending November 30, 1999


                                1 Year                     Life(2)
- --------------------------------------------------------------------------------
Class Y(3)                       1.08%                      5.42%
- --------------------------------------------------------------------------------



(1)  Performance for the unmanaged index does not reflect fees or expenses.  The
     performance of the index is not  necessarily  representative  of the Fund's
     performance.

(2)  The Class Y share inception date for is 12/10/97.

(3)  This shows total  return  which is the percent  change in net asset  value,
     with all  dividends  and  distributions  reinvested  for the periods  shown
     ending November 30, 1999 using the  SEC-required  uniform method to compute
     total return.



Financial Information 16
<PAGE>
                                                Strategic Core Fixed Income 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, 1999 and the
     Independent  Auditors'  Report  thereon  appear  in the  Annual  Report  to
     Shareholders   for  the  fiscal  year  ended  November  30,  1999  and  are
     incorporated  by reference  into the Statement of  Additional  Information,
     which is available upon request.

<TABLE>
<CAPTION>

=======================================================================================================================
                                                                                   Class Y Shares
- -----------------------------------------------------------------------------------------------------------------------
                                                                               Year Ended November 30,
Per Share Operating Performance:                                                       1999(a)
<S>                                                                                   <C>
Net asset value, beginning of year                                                    $10.00
=======================================================================================================================
Income from investment operations
=======================================================================================================================
 Net investment income                                                                   .62
=======================================================================================================================
 Net realized and unrealized gain on investments                                        (.49)
=======================================================================================================================
Total from investment operations                                                         .13
=======================================================================================================================
Net asset value, end of year                                                          $10.13
=======================================================================================================================
Total Return(c)                                                                         1.30%(b)
=======================================================================================================================
Ratios to Average Net Assets:(b)
=======================================================================================================================
 Expenses, excluding waiver                                                             0.89%(b)
=======================================================================================================================
 Net investment income                                                                  6.23%(b)
=======================================================================================================================


=======================================================================================================================
                                                                               Year Ended November 30,
- -----------------------------------------------------------------------------------------------------------------------
Supplemental Data:                                                                     1999(a)

Net Assets, end of year (000)                                                          $2,103
=======================================================================================================================
Portfolio turnover rate                                                                415.82%
=======================================================================================================================
</TABLE>

(a)      From December 14, 1998 commencement of operations.
(b)      Not annualized.
(c)      Total return assumes the reinvestment of all distributions.


                                                        Financial Information 17
<PAGE>

                                                Strategic Core Fixed Income 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.




[GRAPHIC OMITTED]

================================================================================
             Average Annual Total Return At Maximum Applicable
           Sales Charges For The Periods Ending November 30, 1999

                                                 Life(2)
- --------------------------------------------------------------------------------
Class Y(3)                                       0.90%
- --------------------------------------------------------------------------------



(1)  Performance for the unmanaged index does not reflect fees or expenses.  The
     performance of the index is not  necessarily  representative  of the Fund's
     performance.

(2)  The Class Y share inception date for is 12/14/98.

(3)  This shows total  return  which is the percent  change in net asset  value,
     with all  dividends  and  distributions  reinvested  for the periods  shown
     ending November 30, 1999 using the  SEC-required  uniform method to compute
     total return.


18 Financial Information
<PAGE>

     More  information  on each Fund is or will be 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 90
Hudson Street Jersey City, NJ 07302-3973


Via the Internet.
Lord, Abbett & Co.
www.lordabbett.com

Text only versions of Fund
documents can be viewed
online or downloaded from:
SEC
www.sec.gov


You can also  obtain  copies by  visiting  the SEC's  Public  Reference  Room in
Washington, DC (phone 202-942-8090) or by sending your request and a duplicating
fee to the SEC's Public  Reference  Section,  Washington,  DC  20549-6009  or by
sending your request electronically to
[email protected].




     Lord Abbett Investment Trust -
      Core Fixed Income Series
      Strategic Core Fixed Income Series


     90 Hudson Street
     Jersey City, NJ 07302-3973
- --------------------------------------------------------------------------------
     SEC file number: 811-7988



LACORE-Y-1-400
(4/00)


<PAGE>

LORD ABBETT

Statement of Additional Information



April 1, 2000


                          LORD ABBETT INVESTMENT TRUST
                             Core Fixed Income Fund
                        Strategic Core Fixed Income Fund

                                    Y SHARES


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 90 Hudson  Street,  Jersey  City,  New  Jersey
07302-3973.  This Statement of Additional  Information relates to, and should be
read in conjunction with, the Prospectus dated April 1, 2000.

Shareholder  inquiries  should be made by  directly  contacting  the Funds or by
calling 800-821-5129.  The 1999 Annual shareholder report is available,  without
charge, upon request by calling that number. In addition, you can make inquiries
through your dealer.

 TABLE OF CONTENTS                                                    Page


   1.  Investment Policies                                              2
   2.  Trustees and Officers                                            5
   3.  Investment Advisory and Other Services                           9
   4.  Portfolio Transactions                                           10
   5.  Purchases, Redemptions and Shareholder Services                  11
   6.  Performance                                                      12
   7.  Taxes                                                            13
   8.  Information About the Fund                                       13
   9.  Financial  Statements                                            14



                                       1


<PAGE>


                                       1.
                               Investment Policies


The Core Fixed Income Series and the Strategic  Core Fixed Income Series (each a
"Company" or a "Fund") are diversified open-end investment  management companies
registered under the Investment Company Act of 1940, as amended (the "Act").


Fundamental  Investment  Restrictions.  Each Fund is  subject  to the  following
fundamental investment restrictions, which cannot be changed without approval of
a majority of each Fund's outstanding shares.

Each Fund may not:

(1)  borrow  money,  except that (i) each Fund may borrow from banks (as defined
     in the Act) in amounts  up to 33 1/3% of its total  assets  (including  the
     amount  borrowed),  (ii) each Fund may borrow up to an additional 5% of its
     total  assets for  temporary  purposes,  (iii)  each Fund may  obtain  such
     short-term  credit as may be necessary  for the  clearance of purchases and
     sales of portfolio securities and (iv) each Fund may purchase securities on
     margin to the extent permitted by applicable law;

(2)  pledge  its  assets  (other  than to secure  borrowings,  or to the  extent
     permitted by 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 the gross assets of each Fund, buy securities of one
     issuer  representing  more than (i) 5% of each Fund's gross assets,  except
     securities  issued or  guaranteed by the U.S.  Government,  its agencies or
     instrumentalities or (ii) 10% of the voting securities of such issuer;

(7)  invest  more  than  25%  of its  assets,  taken  at  market  value,  in the
     securities of issuers in any particular  industry (excluding (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.


Compliance with these restrictions will be determined at the time of purchase or
sale of such securities.


Non-Fundamental  Investment  Restrictions.  In addition  to the  policies in the
Prospectus and the investment restrictions above which cannot be changed without
shareholder   approval,   the  Funds   are  also   subject   to  the   following
non-fundamental  investment  policies  which  may be  changed  by the  Board  of
Trustees without shareholder approval.

Each Fund may not:

(1)  borrow in excess of 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;


                                       2


<PAGE>

(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 Act,  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,  each  Fund may  invest  in
financial futures and options on financial futures.


For the year ended  November 30, 1999,  the portfolio  turnover rate was 412.77%
versus  411.03% for the period  December  10, 1997 to November 30, 1998 for Core
Fixed Income Fund.

For the period  December 14, 1998 to November 30, 1999,  the portfolio  turnover
rate was 415.82% for Strategic Core Fixed Income Fund.


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.

INVESTMENT TECHNIQUES

Foreign  Currency Hedging  Techniques.  Strategic Core Fixed Income 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 Fixed Income 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.


                                       3


<PAGE>

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.

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.


                                       4


<PAGE>

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 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. As of March 31, 1999 this index currently
has a duration of approximately 5 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.

                                       2.
                              Trustees and Officers


The Board of  Trustees of each Fund is  responsible  for the  management  of the
business and affairs of each Fund.

The following  Trustee is a partner of Lord,  Abbett & Co. ("Lord  Abbett"),  90
Hudson Street,  Jersey City, New Jersey 07302-3973.  He has been associated with
Lord Abbett for over five years and is also an  officer,  director or trustee of
the thirteen other Lord Abbett-sponsored funds.

*Robert S. Dow, age 55, Chairman and President
*Mr. Dow is an "interested person" as defined in the Act.

The following  outside trustees are also directors or trustees of thirteen other
Lord Abbett-sponsored funds.




                                       5


<PAGE>


E. Thayer Bigelow, Trustee
245 Park Avenue, Suite 2414
New York, New York

Senior Adviser, Time Warner Inc. (since 1998). 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 58.

William H. T. Bush, Trustee
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 (since 1986). Age 61.

Robert B. Calhoun, Jr., Trustee

Monitor Clipper Partners
650 Madison Avenue, 9th Floor
New York, New York

Managing  Director of Monitor Clipper Partners (since 1997) and President of the
Clipper Group L.P., both private equity investment funds (since 1990). Age 57.

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

Partner in the law firm of Wildman, Harrold, Allen & Dixon (since 1990). Age 69.

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

Retired. Former Chairman of Independent Election Corporation of America, a proxy
tabulating firm. Age 74.

C. Alan MacDonald, Trustee
415 Round Hill Road
Greenwich, Connecticut

Currently involved in golf development  management on a consultancy basis (since
1999).  Formerly,  Managing Director of The Directorship  Inc., a consultancy in
board  management and corporate  governance  (1997-1999).  Prior to that 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 66.

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

President and Chief Executive  Officer of Rochester Button Company (since 1991).
Age 71.



                                       6



<PAGE>

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

Chairman of Spencer Stuart,  an executive  search  consulting firm (since 1976).
Currently serves as Director of Ace, Ltd. (NYSE). Age 62.

The second column of the following table sets forth the compensation accrued for
the  Company  for  outside  directors/trustees.  The  third  column  sets  forth
information  with respect to the pension or retirement  benefits  accrued by all
Lord Abbett-sponsored  funds for outside  trustees/directors.  The fourth column
sets forth the total compensation paid by all Lord Abbett-sponsored funds to the
outside  trustees/directors,  and amounts  payable but deferred at the option of
the  director/trustee.  No  director/trustee  of the Funds  associated with Lord
Abbett and no officer of the Funds received any compensation  from the Funds for
acting as a director/trustee or officer.


                   For the Fiscal Year Ended November 30, 1999
                   -------------------------------------------

<TABLE>
<CAPTION>
                                                     Pension or                 For Year Ended
                                                     Retirement Benefits        December 31, 1999
                                                     Accrued by the             Total Compensation
                           Aggregate                 Fund and                   Paid by the Fund and
                           Compensation              Thirteen Other Lord        Thirteen Other Lord
                           Accrued by                Abbett-sponsored           Abbett-sponsored
Name of Trustee            the Fund/1                Funds/2                    Funds3
- ---------------   ---------------------              ------------------         ------

<S>                        <C>                       <C>                        <C>
E. Thayer Bigelow          $11                       $17,622                    $57,720
William H. T. Bush*        $ 4                       $15,846                    $58,000
Robert B. Calhoun, Jr.**   $ 6                       $12,276                    $57,000
Stewart S. Dixon           $11                       $32,420                    $58,500
John C. Jansing            $11                       $41,1084                   $57,500
C. Alan MacDonald          $11                       $26,763                    $57,500
Hansel B. Millican, Jr.    $11                       $37,822                    $57,250
Thomas J. Neff             $11                       $20,313                    $59,660
</TABLE>

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

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 fee  payable by the
     Fund  to its  outside  directors/trustees  may  be  deferred  under  a plan
     ("equity-based  plan")  that deems the  deferred  amounts to be invested in
     shares of the Funds for later distribution to the  directors/trustees.  The
     amounts of the aggregate  compensation payable by the Company in accordance
     with the equity-based  plan as of November 30, 1999 deemed invested in Fund
     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 Fund shares
     were added to each director's actual holdings of Fund shares as of November
     31, 999, each would own the following:  Mr. Bigelow,  $ ; Mr. Bush, $ ; Mr.
     Calhoun,  $ ; Mr.  Dixon,  $ ; Mr.  Jansing,  $ ;  Mr.  MacDonald,  $ ; Mr.
     Millican, $ ; and Mr. Neff, $ .

2.   The amounts in Column 3 were accrued by the Lord Abbett-sponsored funds for
     the twelve months ended November 30, 1999.

3.   This column shows  aggregate  compensation,  including  directors/trustees'
     fees and  attendance  fees for board and  committee  meetings,  of a nature
     referred to in footnote  one,  accrued by the Lord  Abbett-sponsored  funds
     during the year ended December 31, 1999, including fees directors/trustees'
     have chosen to defer but does not include  amounts accrued under the equity
     based plan and shown in Column 3.



                                       7


<PAGE>


4.   The equity-based plans superseded a previously approved retirement plan for
     all directors/trustees.  Directors/trustees had the option to convert their
     accrued  benefits  under the retirement  plan.  All of the current  outside
     directors/trustees  except one made such  election.  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 each Fund have been
associated with Lord Abbett for over five years. Messrs. Brown, Carper,  Gerber,
Hilstad,  Hudson,  Morris and Towle are partners of Lord Abbett;  the others are
employees. None have received compensation from the Funds.

Executive Vice Presidents:


Zane E. Brown, age 48

Christopher J. Towle, age 42

Robert Gerber,  age 45 (with Lord Abbett since 1997,  formerly Senior  Portfolio
manager at Sanford C. Bernstein & Co. from 1992-1997)

Robert G. Morris, age 55


Vice Presidents:


Paul A. Hilstad,  age 57, Vice  President and Secretary  (with Lord Abbett since
1995;  formerly  Senior Vice President and General  Counsel of American  Capital
Management & Research, Inc.)

Thomas J. Baade, age 35 (with Lord Abbett since 1998,  formerly a credit analyst
with Greenwich Street Advisors)

Joan A. Binstock,  age 45 (with Lord Abbett since 1999, formerly Chief Operating
Officer of Morgan Grenfell from 1996 to 1999, prior thereto Principal of Ernst &
Young LLP)

Daniel E. Carper, age 48

Michael S. Goldstein, age 31 (with Lord Abbett since 1997 - formerly involved in
Fixed Income trading and anaylsis at BEA Associated and Portfolio  Administrator
for The Chase Manhattan Bank)

W. Thomas Hudson, Jr., age 58

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


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)


A.Edward Oberhaus III, age 40


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


Tracie E. Richter,  age 32 (with Lord Abbett since 1999, formerly Vice President
- - Head of Fund  Administration  of  Morgan  Grenfell  from  1998 to  1999,  Vice
President of Bankers  Trust from 1996 to 1998,  prior  thereto Tax  Associate of
Goldman Sachs)



                                       8


<PAGE>


Eli M.  Salzmann,  age 34 (with Lord Abbett since 1997 - formerly Vice President
of Mutual of America  Capital  Corp.;  prior thereto Vice  President of Mitchell
Hutchins Asset Mgt. From 1986 to 1996)

Richard S. Szaro, age 57


Treasurer:


Donna M. McManus, age 39 (with Lord Abbett since 1996, formerly a Senior Manager
at Deloitte & Touche LLP).

As of March 15, 2000, our officers and trustees,  as a group, owned less than 1%
of the outstanding shares of each Fund and 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 the Management Agreement, we are obligated to pay Lord Abbett
a monthly fee,  based on average daily net assets for each month,  at the annual
rate of .50 of 1% for each the Core Fixed Income Fund and  Strategic  Core Fixed
Income 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  fee paid to Lord  Abbett by the Core Fixed  Income Fund for the
fiscal year ended  November 30, 1999 and 1998  amounted to $39,615 and $ 21,264,
respectively.  Lord Abbett waived all of its  management fee for the fiscal year
ended November 30, 1999.

The  management  fee paid to Lord Abbett by the Strategic Core Fixed Income Fund
for the period December 14, 1998 to November 30, 1999 amounted to $10,023.  Lord
Abbett  waived all of its  management  fee for the period  December  14, 1998 to
November 30, 1999.


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.

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.


Lord  Abbett  Distributor  LLC,  90  Hudson  Street,  Jersey  City,  New  Jersey
07303-3973, serves as the principal underwriter for the Funds.


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

Bank of New York,  48 Wall  Street,  New York,  New York,  10286,  is the Fund's
custodian.


                                       9


<PAGE>


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


                                       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.

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.  When, in the
opinion of the Investment Adviser, two or more brokers (either directly or
through their correspondent clearing agents) are in a position to obtain the
best price and execution, preference may be given to brokers who have sold
shares of the fund or who have provided investment research, statistical, or
other related services to the Investment Adviser.

                                       10


<PAGE>

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.


During the fiscal year ended  November 30, 1999,  the Core Fixed Income Fund and
Strategic Core Fixed Income Fund paid no commissions to independent brokers.


                                       5.
                 Purchases, Redemptions and Shareholder Services

With respect to the foreign  assets of the Strategic Core Fixed Income 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 contained in the Prospectus under "Purchases."

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

Each Fund values its portfolio securities at market value as of the close of the
NYSE. Market value will be determined as follows:  securities listed or admitted
to trading  privileges  on the New York or  American  Stock  Exchange  or on the
NASDAQ National  Market System are valued at the last sales price,  or, if there
is no sale on that day, at the mean between the last bid and asked  prices,  or,
in the case of bonds, in the over-the-counter  market if, in the judgment of the
Fund's  officers,  that market more accurately  reflects the market value of the
bonds.  Over-the-counter  securities  not traded on the NASDAQ  National  Market
System are valued at the mean between the last bid and asked prices.  Securities
for which market  quotations  are not  available are valued at fair market value
under procedures approved by the Board of Directors (Trustees).

The net  asset  value  per  share  for the  Class Y shares  of each Fund will be
determined  by  taking  the  Class Y  shares  net  assets  and  dividing  by its
outstanding shares. Our Class Y shares will be offered at net asset value.

The offering price of Class Y shares of the Funds for the period indicated below
were computed as follows:


                                                              November 30, 1999

Core Fixed Income Fund

Net asset value per share (net assets divided
  by shares outstanding)...............................             $10.54

Strategic Core Fixed Income Fund

Net asset value per share (net assets divided
  by shares outstanding)...............................             $10.13


Each Fund has entered into a distribution agreement with Lord Abbett Distributor
LLC, a limited  liability company and subsidiary of Lord Abbett under which Lord
Abbett  Distributor is obligated to use its best efforts to find  purchasers for
the shares of each 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.


                                       11


<PAGE>

Class Y  Share  Exchanges.  The  Prospectus  describes  the  Telephone  Exchange
Privilege.  You may  exchange  some or all of your Y shares  for Y shares of any
Lord  Abbett-sponsored  funds  currently  offering Class Y shares to the public.
Currently those other funds consist of Lord Abbett  Affiliated  Fund, Inc., Lord
Abbett  Investment  Trust - High Yield  Fund,  Bond-Debenture  Fund,  Developing
Growth Fund, Mid-Cap Value Fund,  International Fund, Growth Opportunities Fund,
Small-Cap  Value Fund,  Lord Abbett  Securities  Trust - Micro-Cap  Growth Fund,
Micro-Cap Value Fund and Large Cap Growth Fund.

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

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

Our Board of  Trustees  may  authorize  redemption  of all of the  shares in any
account in which  there are fewer  than 25 shares  (Affiliated  Fund,  Small-Cap
Fund,  Growth   Opportunities   Fund,  and  High  Yield  Fund),  and  60  shares
(International  Fund).  Before  authorizing  such  redemption,  the  Board  must
determine  that it is in our  economic  best  interest  or  necessary  to reduce
disproportionately  burdensome expenses in servicing  shareholder  accounts.  At
least 6 month's 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 annual compounded rate of total return for 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  total  return,  raising  the sum to a power equal to the number of years
covered by the computation  and multiplying the result by one thousand  dollars,
which  represents a hypothetical  initial  investment.  The calculation  assumes
deduction of no sales charge from the initial amount  invested and  reinvestment
of all income  dividends and capital  gains  distributions  on the  reinvestment
dates at prices  calculated as stated in each Prospectus.  The ending redeemable
value  is  determined  by  assuming  a  complete  redemption  at the  end of the
period(s) covered by the annual total return computation.

In calculating total returns for Class Y shares no sales charge is deducted from
the initial investment and the 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.


Class Y share  performance.  Using the computation  method described above, Core
Fixed Income Fund's total return for Class Y shares for the year ended  November
30, 1999 was 1.08% and for the period  from  December  10, 1997 to November  30,
1998 was 5.42%.


Strategic  Core  Fixed  Income  Fund's  total  return for Class Y shares for the
period December 14, 1998 to November 30, 1999 was .90%.

Our yield  quotation  for Class Y shares is based on a 30-day  period ended on a
specified date,  computed by dividing the net investment income per share earned
during the period by the net asset value per share of such class on the last day
of the period.  This is determined by finding the following  quotient:  take the
dividends and interest earned during the period for the class minus its expenses
accrued for the period and divide by the product of (i) the average daily number
of Class  shares  outstanding  during the period  that were  entitled to receive
dividends  and (ii) the net asset  value per share of such class on the last day
of the period.  To this  quotient add one. This sum is multiplied by itself five
times.  Then one is subtracted from the product of this  multiplication  and the
remainder  is  multiplied  by two.  Yields for Class Y shares do not reflect the
deduction of any sales charge.

These figures represent past  performance,  and an investor should be aware that
the investment  return and principal value of 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.


                                       12


<PAGE>

                                       7.
                                      Taxes

The value of any shares  redeemed,  repurchased or otherwise sold may be more or
less than your tax basis in the shares at the time the redemption, repurchase or
sale is made.  Any gain or loss generally will be taxable for federal income tax
purposes. Any loss realized on the sale, redemption or repurchase of 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 Fixed Income 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.

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


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

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 fund
affected by such matter.  Rule 18f-2 further provides that a class or fund shall
be deemed to be affected by a matter  unless the interests of each class or fund
in the  matter are  substantially  identical  or the matter  does not affect any
interest of such class or fund.



                                       13


<PAGE>

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


The financial  statements for fiscal year ended November 30, 1999 and the report
of  Deloitte  & Touche  LLP,  independent  auditors,  on such  annual  financial
statements  contained  in the 1999  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.



                                       14


<PAGE>

PART C   OTHER INFORMATION

This  Post-Effective  Amendment  No.  26 (the  "Amendment")  to the Lord  Abbett
Investment Trust's (the "Registrant") Registration Statement relates to Balanced
Series,  Class A, B, C and P; Lord Abbett High Yield Fund, Class A, B, C, and P;
Limited Duration U.S. Government  Securities Series,  Class A, C and P; and U.S.
Government  Securities Series, Class A, B, C and P. This Registration  Statement
also relates to Core Fixed Income Series and Strategic Core Fixed Income Series,
Class Y shares.

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 filed on Form N-1A on December 30, 1998.

(c)  Instruments Defining Rights of Security Holders. Not applicable.

(d)  Management Agreement. Incorporated by reference to Post-Effective Amendment
     No. 2 to the Registration  Statement filed on Form N-1A on October 7, 1994.
     Addendum  to   Management   Agreement.   Incorporated   by   reference   to
     Post-Effective  Amendment No. 6 to the Registration Statement filed on Form
     N-1A on December  22,  1995 and to  Post-Effective  Amendment  No. 7 to the
     Registration Statement filed on Form N-1A on February 14, 1996.

(e)  Distribution   Plan   and   Agreement.   Incorporated   by   reference   to
     Post-Effective  Amendment No. 7 to the Registration Statement filed on Form
     N-1A filed on February 14, 1996.

(f)  Bonus  or  Profit   Sharing   Contracts.   Incorporated   by  reference  to
     Post-Effective  Amendment No. 7 to the Registration  Statement on Form N-1A
     to the Lord Abbett Equity Fund (File No.  811-7538)  filed on September 22,
     1994.

(g)  Custodian Agreements. Incorporated by reference.

(h)  Transfer Agency Agreement. Incorporated by reference.

(i)  Consent to Legal Opinion. Filed herewith.

(j)  Consent of Deloitte & Toouch LLP. Filed herewith.

(k)  Financial  Statements.  Incorporated by reference to the Registrant's  Form
     N-30D filed on February 23, 2000 (Accession No. 0000911507-00-000003).

(l)  Initial Capital Agreements. Incorporated by reference.

(m)  Rule 12b-1 Plans. Incorporated by reference to Post-Effective Amendment No.
     1 to the Registration Statement filed on Form N-1A on October 8, 1993.

(n)  Financial Data Schedule. Incorporated by reference to the Registrant's Form
     N-SAR filed on February 2, 2000 (Accession No. 0000911507-00-00002).

(o)  Rule 18f-3 Plan. Incorporated by reference to Post-Effective  Amendment No.
     26 to the Registration Statement filed on Form N-1A on March 24, 2000.

(p)  Code of Ethics. Filed herewith.

Item 24. Persons Controlled by or Under Common Control with the Fund

         None.


                                       1


<PAGE>

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
         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.


                                       2


<PAGE>

         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  adviser  for the Lord  Abbett
         registered  investment  companies  and provides  investment  management
         services to various pension plans,  institutions and individuals.  Lord
         Abbett Distributor,  a limited liability  corporation,  serves as their
         distributor and principal  underwriter.  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 or her own
         account or in the capacity of director,  officer,  employee, partner or
         Trustee of any entity.


                                       3


<PAGE>

         Investment Sub-Adviser
         American Skandia Trust (Lord Abbett Growth & Income Portfolio)

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

(b)      The partners of Lord, Abbett & Co. are:

         Name and Principal         Positions and Offices
         Business Address           with Registrant
         ----------------           ---------------

         Robert S. Dow              Chairman and President
         Zane E. Brown              Executive Vice President
         Robert I. Gerber           Executive Vice President
         Robert G. Morris           Executive Vice President
         Christopher J. Towle       Executive Vice President
         Paul A. Hilstad            Vice President & Secretary
         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 and John J. Walsh.

         Each of the above has a principal business address at 90 Hudson Street,
         Jersey City, New Jersey 07302-3973

(c)      Not applicable


                                       4


<PAGE>

Item 28. Location of Accounts and Records

         Registrant maintains the records, required by Rules 31a - 1(a) and (b),
         and 31a - 2(a) at its main office.

         Lord,  Abbett & Co.  maintains the records required by Rules 31a - 1(f)
         and 31a - 2(e) at its main office.

         Certain  records  such as  cancelled  stock and  correspondence  may be
         physically  maintained at the main office of the Registrant's  Transfer
         Agent,   Custodian,   or   Shareholder   Servicing   Agent  within  the
         requirements of Rule 31a-3.

Item 29. Management Services

         None.

Item 30. Undertakings

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

         The Registrant  undertakes,  if requested to do so by the holders of at
         least 10% of the registrant's  outstanding shares, to call a meeting of
         shareholders  for the purpose of voting upon the question of removal of
         a director  or  directors  and to assist in  communications  with other
         shareholders as required by Section 16(c) of the Investment Company Act
         of 1940, as amended.


                                       5


<PAGE>


                                   SIGNATURES

           Pursuant to the requirements of the Securities Act and the Investment
Company  Act,  the Fund  certifies  that it meets  all of the  requirements  for
effectiveness  of this  registration  statement  under  rule  485(b)  under  the
Securities Ace and has duly caused this  Registration  Statement to be signed on
its behalf by the undersigned,  duly authorized, in the City of Jersey City, and
State of New Jersey on the 31th day of March, 2000.

                             BY:/s/ Lawrence H. Kaplan      /s/ Donna M. McManus
                                ----------------------      --------------------
                                    Lawrence H. Kaplan          Donna M. McManus
                                    Vice President              Treasurer

                          LORD ABBETT INVESTMENT TRUST

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

Signatures                              Title                       Date
- ----------                              -----                       ----
                                     Chairman, President
/s/Robert S. Dow*                    and Director/Trustee      March 31, 2000
- ------------------                   --------------------      --------------
Robert S. Dow

/s/ E. Thayer Bigelow*               Director/Trustee          March 31, 2000
- ----------------------------         --------------------      --------------
E. Thayer Bigelow

/s/William H. T. Bush*               Director/Trustee          March 31, 2000
- ----------------------------         ----------------          --------------
William H. T. Bush

/s/Robert B. Calhoun, Jr*.           Director/Trustee          March 31, 2000
- --------------------------           ----------------          --------------
Robert B. Calhoun, Jr.

/s/Stewart S. Dixon*                 Director/Trustee          March 31, 2000
- ----------------------------         ----------------          --------------
Stewart S. Dixon

/s/John C. Jansing*                  Director/Trustee          March 31, 2000
- ----------------------------         ----------------          --------------
John C. Jansing

/s/C. Alan MacDonald*                Director/Trustee          March 31, 2000
- ----------------------------         ----------------          --------------
C. Alan MacDonald

/s/Hansel B. Millican, Jr*.          Director/Trustee          March 31, 2000
- ---------------------------          ----------------          --------------
Hansel B. Millican, Jr.

/s/Thomas J. Neff*                   Director/Trustee          March 31, 2000
- ----------------------------         ----------------          --------------
Thomas J. Neff


March 27, 2000


Lord Abbett Investment Trust
90 Hudson Street
Jersey City, NJ 07302-3972

Dear Sirs:

     You have requested our opinion in connection  with your filing of Amendment
No. 26 to the Registration  Statement on Form N-1A (the  "Amendment")  under the
Investment  Company Act of 1940, as amended,  of Lord Abbett Investment Trust, a
Delaware  business  trust (the  "Company"),  and in  connection  therewith  your
registration of the following shares of beneficial interest,  without par value,
of the Company (collectively,  the "Shares"): Balanced Series (Classes A, B, C,
and P); Core Fixed Income Fund (Class Y); Lord Abbett High Yield Fund (Classes
A, B, C, and P); Limited Duration U.S. Government Securities Series (Classes A,
C, and P); Strategic Core Fixed Income Fund (Class Y); and U.S. Government
Securities Series (Classes A, B, C, and P).

     We have  examined  and relied upon  originals,  or copies  certified to our
satisfaction,  of  such  company  records,  documents,  certificates  and  other
instruments  as in our judgment are  necessary  or  appropriate  to enable us to
render the opinion set forth below.

     We are of the opinion  that the Shares  issued in the  continuous  offering
have been duly authorized  and,  assuming the issuance of the Shares for cash at
net asset value and receipt by the Company of the consideration therefore as set
forth in the  Amendment,  the  Shares  will be  validly  issued,  fully paid and
nonassessable.

     We express no opinion as to matters  governed  by any laws other than Title
12 of the  Delaware  Code.  We consent to the filing of this  opinion  solely in
connection  with the Amendment.  In giving such consent,  we do not hereby admit
that we come within the  category  of persons  whose  consent is required  under
Section  7 of  the  Securities  Act of  1933,  as  amended,  or  the  rules  and
regulations of the Securities and Exchange Commission thereunder.

                                            Very truly yours,


                                            WILMER, CUTLER & PICKERING


                                         By:MARIANNE K. SMYTHE
                                            Marianne K. Smythe, a partner





LORD, ABBETT & CO.
LORD ABBETT-SPONSORED FUNDS
AND
LORD ABBETT DISTRIBUTOR LLC

CODE OF ETHICS


I.      Statement of General Principles

     The personal  investment  activities of any officer,  director,  trustee or
employee  of the Lord  Abbett-sponsored  Funds  (the  Funds) or any  partner  or
employee of Lord,  Abbett & Co. (Lord  Abbett) will be governed by the following
general principles:  (1) Covered Persons have a duty at all times to place first
the interests of Fund shareholders and, in the case of employees and partners of
Lord Abbett,  beneficiaries of managed accounts; (2) all securities transactions
by Covered  Persons shall be conducted  consistent  with this Code and in such a
manner as to avoid any actual or potential  conflict of interest or any abuse of
an individual's  position of trust and  responsibility;  and (3) Covered Persons
should not take  inappropriate  advantage of their positions with Lord Abbett or
the Funds.

II.     Specific Prohibitions

     No person covered by this Code,  shall purchase or sell a security,  except
an Excepted Security, if there has been a determination to purchase or sell such
security for a Fund (or, in the case of any employee or partner of Lord, Abbett,
for  another  client of Lord  Abbett),  or if such a  purchase  or sale is under
consideration  for a Fund (or,  in the case of an  employee  or  partner of Lord
Abbett,  for  another  client  of Lord  Abbett),  nor may such  person  have any
dealings in a security that he may not purchase or sell for any other account in
which he has Beneficial Ownership,  or disclose the information to anyone, until
such  purchase,  sale or  contemplated  action  has  either  been  completed  or
abandoned.

III.    Obtaining Advance Approval

     Except  as  provided  in  Sections  V and VI of  this  Code,  all  proposed
transactions  in securities  (privately or publicly  owned) by Covered  Persons,
except transactions in Excepted  Securities,  should be approved consistent with
the provisions of this Code in advance by one of the partners of Lord Abbett. In
order to obtain approval,  the Covered Person must send their request via e-mail
to  Isabel  Herrera,  or in her  absence,  Chrissy  DeCicco,  who will  obtain a
partner's approval. After approval has been obtained, the Covered Person may act
on it  within  the next  seven  business  days,  unless  he  sooner  learns of a
contemplated  action by Lord  Abbett.  After the seven  business  days,  or upon
hearing of such contemplated action, a new approval must be obtained.

     Furthermore, in addition to the above requirements,  partners and employees
directly involved must disclose information they may have concerning  securities
they  may  want to  purchase  or sell to any  portfolio  manager  who  might  be
interested in the securities for the portfolios they manage.

IV.   Reporting and Certification Requirements; Brokerage Confirmations

(1)  Except  as  provided  in  Sections  V and VI of this  Code,  within 10 days
     following  the end of each calendar  quarter each Covered  Person must file
     with Ms. Herrera a signed  Security  Transaction  Reporting  Form. The form
     must be signed and filed whether or not any security  transaction  has been
     effected.  If any  transaction has been effected during the quarter for the
     Covered  Person's  account  or for any  account in which he has a direct or
     indirect  Beneficial  Ownership,  it must be reported.  Excepted  from this
     reporting  requirement are transactions effected in any accounts over which
     the  Covered  Person has no direct or  indirect  influence  or control  and
     transactions  in  Excepted  Securities.  Ms.  Herrera  is  responsible  for
     reviewing these transactions promptly and must bring any apparent violation
     to the attention of the General Counsel of Lord Abbett.

(2)  Each  employee  and  partner  of Lord  Abbett  will  upon  commencement  of
     employment  and  annually   thereafter  disclose  all  personal  securities
     holdings and annually  certify that: (i) they have read and understand this
     Code and  recognize  they are subject  hereto;  and (ii) they have complied
     with the requirements of this Code and disclosed or reported all securities
     transactions   required  to  be  disclosed  or  reported  pursuant  to  the
     requirements of this Code.

(3)  Each employee and partner of Lord Abbett will direct his brokerage  firm to
     send copies of all confirmations and all monthly statements directly to Ms.
     Herrera.

(4)  Each  employee  and  partner of Lord  Abbett who has a  Fully-Discretionary
     Account (as  defined in Section  VI) shall  disclose  all  pertinent  facts
     regarding such Account to Lord Abbett's  General Counsel upon  commencement
     of  employment.  Each such  employee or partner shall  thereafter  annually
     certify on the prescribed form that he or she has not and will not exercise
     any direct or indirect influence or control over such Account,  and has not
     discussed  any  potential   investment   decisions  with  such  independent
     fiduciary in advance of any such transactions.

V. Special Provisions Applicable to Outside Directors and Trustees of theFunds

The primary function of the Outside  Directors and Trustees of the Funds is
to set policy and monitor the management  performance of the Funds' officers and
employees  and the  partners  and  employees  of  Lord  Abbett  involved  in the
management of the Funds. Although they receive complete information as to actual
portfolio  transactions,  Outside  Directors  and Trustees are not given advance
information as to the Funds' contemplated investment transactions.

An Outside  Director or Trustee  wishing to  purchase or sell any  security
will  therefore  generally  not be  required to obtain  advance  approval of his
security  transactions.  If,  however,  during  discussions at Board meetings or
otherwise an Outside  Director or Trustee  should learn in advance of the Funds'
current or  contemplated  investment  transactions,  then  advance  approval  of
transactions  in the  securities  of such  company(ies)  shall be required for a
period of 30 days from the date of such Board meeting.  In addition,  an Outside
Director or Trustee can  voluntarily  obtain  advance  approval of any  security
transaction or transactions at any time.

No report  described  in  Section  IV (1) will be  required  of an  Outside
Director or Trustee unless he knew, or in the ordinary  course of fulfilling his
official  duties as a director or trustee should have known,  at the time of his
transaction,  that during the 15-day period immediately before or after the date
of the transaction (i.e., a total of 30 days) by the Outside Director or Trustee
such  security  was or was to be purchased or sold by any of the Funds or such a
purchase  or  sale  was or was to be  considered  by a  Fund.  If he  makes  any
transaction requiring such a report, he must report all securities  transactions
effected during the quarter for his account or for any account in which he has a
direct or  indirect  Beneficial  Ownership  interest  and over  which he has any
direct or indirect influence or control.  Each Outside Director and Trustee will
direct his  brokerage  firm to send copies of all  confirmations  of  securities
transactions to Ms. Herrera, and annually make the certification  required under
Section  IV(2)(i) and (ii).  Outside  Directors' and Trustees'  transactions  in
Excepted Securities are excepted from the provisions of this Code.

It shall be prohibited  for an Outside  Director or Trustee to (i) trade on
material  non-public  information,  or (ii)  trade in  options  with  respect to
securities covered by this Code without advance approval from Lord Abbett. Prior
to accepting an appointment as a director of any company, an Outside Director or
Trustee will advise Lord Abbett and discuss with Lord Abbett's  Managing Partner
whether  accepting  such  appointment  creates any conflict of interest or other
issues.

If an Outside Director or Trustee,  who is a director or an employee of, or
consultant to, a company,  receives a grant of options to purchase securities in
that company (or an  affiliate),  neither the receipt of such  options,  nor the
exercise of those options and the receipt of the underlying  security,  requires
advance approval from Lord Abbett. Further, neither the receipt nor the exercise
of such options and receipt of the  underlying  security is  reportable  by such
Outside  Director or Trustee.  Finally,  neither the receipt nor the exercise of
such options shall be considered  "trading in options" within the meaning of the
preceding paragraph of this Section V.



VI.  Additional Requirements relating to Partners and Employees of Lord Abbett

It shall be prohibited for any partner or employee of Lord Abbett:

(1)  To obtain or accept favors or preferential treatment of any kind or gift or
     other thing having a value of more than $100 from any person or entity that
     does business with or on behalf of the investment  company---no  partner or
     employee shall have any ownership interest in a brokerage firm;

(2)  to trade on material  non-public  information  or otherwise  fail to comply
     with the Firm's  Statement of Policy and  Procedures  on Receipt and Use of
     Inside  Information  adopted  pursuant to Section  15(f) of the  Securities
     Exchange  Act of 1934 and Section  204A of the  Investment  Advisers Act of
     1940;

(3)  to trade in options with respect to securities covered under this Code;

(4)  to profit in the purchase and sale, or sale and  purchase,  of the same (or
     equivalent)  securities  within 60 calendar  days (any profits  realized on
     such  short-term  trades shall be disgorged to the  appropriate  Fund or as
     otherwise determined);

(5)  to  trade  in  futures  or  options  on  commodities,  currencies  or other
     financial  instruments,  although the Firm  reserves the right to make rare
     exceptions in unusual circumstances which have been approved by the Firm in
     advance;

(6)  to engage in short sales or purchase securities on margin;

(7)  to buy or sell any security  within seven business days before or after any
     Fund (or other Lord Abbett  client)  trades in that  security  (any profits
     realized on trades within the proscribed  periods shall be disgorged to the
     Fund (or the other client) or as otherwise determined);

(8)  to subscribe to new or secondary public offerings, even though the offering
     is not one in  which  the  Funds or Lord  Abbett's  advisory  accounts  are
     interested;

(9)  to become a director of any company  without the Firm's  prior  consent and
     implementation of appropriate safeguards against conflicts of interest.

In  connection  with any request for  approval,  pursuant to Section III of
this Code,  of an  acquisition  by partners or  employees  of Lord Abbett of any
securities in a private placement,  prior approval will take into account, among
other factors,  whether the investment opportunity should be reserved for any of
the Funds and their  shareholders  (or other clients of Lord Abbett) and whether
the opportunity is being offered to the individual by virtue of the individual's
position  with  Lord  Abbett  or  the  Funds.  An  individual's   investment  in
privately-placed  securities  will be disclosed to the Managing  Partner of Lord
Abbett if such  individual  is involved in  consideration  of an investment by a
Fund (or other client) in the issuer of such securities.  In such circumstances,
the Fund's (or other  client's)  decision to purchase  securities  of the issuer
will be subject to independent  review by personnel with no personal interest in
the issuer.

If a spouse of a partner or employee of Lord Abbett who is a director or an
employee  of, or a  consultant  to, a  company,  receives  a grant of options to
purchase  securities in that company (or an affiliate),  neither the receipt nor
the exercise of those  options  requires  advance  approval  from Lord Abbett or
reporting.  Any subsequent sale of the security  acquired by the option exercise
by that spouse would require advance approval and is a reportable transaction.

Advance  approval  is not  required  for  transactions  in any account of a
Covered  person if the  Covered  Person has no direct or indirect  influence  or
control ( a  "Fully-Discretionary  Account"). A Covered person will be deemed to
have "no direct or indirect  influence or control" over an account only if : (i)
investment  discretion  for the account  has been  delegated  to an  independent
fiduciary and such investment  discretion is not shared with the employee,  (ii)
the  Covered  Person  certifies  in writing  that he or she has not and will not
discuss any  potential  investment  decisions  with such  independent  fiduciary
before  any  transaction  and (iii)  the  General  Counsel  of Lord  Abbett  has
determined  that  the  account  satisfies  these  requirements.  Transaction  in
Fully-Discretionary  Accounts  by an  employee  or  partner  of Lord  Abbett are
subject to the post-trade reporting requirements of this Code.

VII.    Enforcement

The Secretary of the Funds and General  Counsel for Lord Abbett (who may be
the same person) each is charged with the responsibility of enforcing this Code,
and may appoint one or more employees to aid him in carrying out his enforcement
responsibilities.   The  Secretary   shall  implement  a  procedure  to  monitor
compliance with this Code through a periodic review of personal  trading records
provided  under  this  Code  against  transactions  in  the  Funds  and  managed
portfolios.  The  Secretary  shall bring to the  attention  of the Funds'  Audit
Committees any apparent  violations of this Code, and the Audit Committees shall
determine what action shall be taken as a result of such  violation.  The record
of any  violation of this Code and any action taken as a result  thereof,  which
may include  suspension or removal of the violator  from his position,  shall be
made a part of the permanent  records of the Audit  Committees of the Funds. The
Secretary  shall also prepare an annual  report to the  directors or trustees of
the Funds that (a)  summarizes  Lord  Abbett's  procedures  concerning  personal
investing,  including the procedures followed by partners in determining whether
to give approvals  under Section III and the procedures  followed by Ms. Herrera
in  determining  pursuant  to Section IV whether  any Funds have  determined  to
purchase or sell a security or are considering  such a purchase or sale, and any
changes  in those  procedures  during  the past  year,  and (b)  identifies  any
recommended  changes  in the  restrictions  imposed  by  this  Code  or in  such
procedures  with  respect  to the Code and any  changes  to the Code  based upon
experience  with the Code,  evolving  industry  practices or developments in the
regulatory environment.

The Audit  Committee  of each of the Funds and the General  Counsel of Lord
Abbett may determine in particular cases that a proposed transaction or proposed
series of transactions does not conflict with the policy of this Code and exempt
such  transaction or series of transactions  from one or more provisions of this
Code.

VIII.   Definitions

"Covered Person" means any officer, director,  trustee, director or trustee
emeritus  or  employee  of any of the Funds and any  partner or employee of Lord
Abbett. (See also definition of "Beneficial Ownership.")

"Excepted Securities" are shares of the Funds,  bankers' acceptances,  bank
certificates  of  deposit,  commercial  paper,  shares  of  registered  open-end
investment companies and U.S. Government securities.

"Outside  Directors  and  Trustees"  are directors and trustees who are not
"interested  persons"  as  defined  in  the  Investment  Company  Act  of  1940.
"Security"  means any  stock,  bond,  debenture  or in  general  any  instrument
commonly  known as a security and includes a warrant or right to subscribe to or
purchase any of the  foregoing and also includes the writing of an option on any
of the foregoing.

"Beneficial  Ownership"  is  interpreted  in the same manner as it would be
under  Section  16 of  the  Securities  Exchange  Act of  1934  and  Rule  16a-1
thereunder.  Accordingly,  "beneficial  owner"  includes any Covered Person who,
directly  or  indirectly,  through  any  contract,  arrangement,  understanding,
relationship or otherwise, has or shares a direct or indirect pecuniary interest
(i.e. the ability to share in profits  derived from such security) in any equity
security, including:

(i)     securities held  by a person's immediate family sharing the same house
        (with certain exceptions);

(ii)    a general partner's interest in portfolio  securities held by a general
        or limited partnership;

(iii)   a person's interest in securities held in trust as trustee, beneficiary
        or settlor, as provided in Rule 16a-8(b); and

(iv)    a person's right to acquire securities through options, rights or other
        derivative securities.

"Gender/Number"  whenever the masculine gender is used herein,  it includes
the feminine gender as well, and the singular includes the plural and the plural
includes  the  singular,  unless  in each  case the  context  clearly  indicates
otherwise.

                                   6

CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in this Post-
Effective Amendment No. 26 to Registration Statement
No.33-68090 of Lord Abbett Investment Trust on Form N-1A of our
report dated  January 28, 2000, appearing in the annual report to
shareholders of Lord Abbett Investment Trust for the year ended
November 30, 1999, and to the references to us under the captions
"Financial Highlights" in the Prospectus and "Investment Advisory
and Other Services" and "Financial Statements" in the Statement
of Additional Information, both of which are part of such
Registration Statement.



DELOITTE & TOUCHE LLP
New York, New York
March 28, 2000



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