Lord Abbett Research Fund N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-06650

Lord abbett research fund, inc.
(Exact name of Registrant as specified in charter)

90 Hudson Street, Jersey City, NJ 07302

(Address of principal executive offices)  (Zip code)

Brooke A. Fapohunda, Esq., Vice President & Assistant Secretary

90 Hudson Street, Jersey City, NJ 07302

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 201-6984

Date of fiscal year end: 11/30

Date of reporting period: 5/31/2016

Item 1: Report(s) to Shareholders.

2016 LORD ABBETT
SEMIANNUAL REPORT

Lord Abbett

Calibrated Dividend Growth Fund

Growth Opportunities Fund

Small Cap Value Fund

For the six-month period ended May 31, 2016

Table of Contents
1	A Letter to Shareholders
2	Information About Your Fund’s Expenses and Holdings Presented by Sector
	Schedules of Investments:
9	Calibrated Dividend Growth Fund
12	Growth Opportunities Fund
16	Small Cap Value Fund
19	Statements of Assets and Liabilities
21	Statements of Operations
22	Statements of Changes in Net Assets
24	Financial Highlights
36	Notes to Financial Statements
50	Supplemental Information to Shareholders

Lord Abbett Research Fund

Lord Abbett Calibrated Dividend Growth Fund,

Lord Abbett Growth Opportunities Fund, and

Lord Abbett Small Cap Value Fund

Semiannual Report

For the six-month period ended May 31, 2016

Daria L. Foster, Director, President and Chief Executive Officer of the Lord Abbett Funds, and E. Thayer Bigelow, Independent Chairman of the Lord Abbett Funds.

Dear Shareholders: We are pleased to provide you with this semiannual report of the Funds for the six-month period ended May 31, 2016. For additional information about the Funds, please visit our website at www.lordabbett.com, where you can access the quarterly commentaries by the Funds’ portfolio managers. General information about Lord Abbett mutual funds, as well as in-depth discussions of market trends and investment strategies, is also provided in Lord Abbett Insights, a quarterly newsletter available on our website.

Thank you for investing in Lord Abbett mutual funds. We value the trust that you place in us and look forward to serving your investment needs in the years to come.

Best regards,

 

Daria L. Foster

Director, President and Chief Executive Officer

1

Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments (these charges vary among the share classes); and (2) ongoing costs, including management fees; distribution and service (12b-1) fees (these charges vary among the share classes); and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2015 through May 31, 2016).

Actual Expenses

For each class of the Fund, the first line of the table on the following page provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading titled “Expenses Paid During Period 12/1/15 – 5/31/16” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

For each class of the Fund, the second line of the table on the following page provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

2

Calibrated Dividend Growth Fund

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value	Ending Account Value	Expenses Paid During Period†
	12/1/15	5/31/16	12/1/15 – 5/31/16
Class A
Actual	$1,000.00	$1,076.70	$4.41
Hypothetical (5% Return Before Expenses)	$1,000.00	$1,020.75	$4.29
Class B
Actual	$1,000.00	$1,073.20	$8.29
Hypothetical (5% Return Before Expenses)	$1,000.00	$1,017.00	$8.07
Class C
Actual	$1,000.00	$1,072.90	$8.29
Hypothetical (5% Return Before Expenses)	$1,000.00	$1,017.00	$8.07
Class F
Actual	$1,000.00	$1,077.60	$3.64
Hypothetical (5% Return Before Expenses)	$1,000.00	$1,021.50	$3.54
Class I
Actual	$1,000.00	$1,078.90	$3.12
Hypothetical (5% Return Before Expenses)	$1,000.00	$1,022.00	$3.03
Class P
Actual	$1,000.00	$1,076.10	$5.45
Hypothetical (5% Return Before Expenses)	$1,000.00	$1,019.75	$5.30
Class R2
Actual	$1,000.00	$1,075.10	$6.23
Hypothetical (5% Return Before Expenses)	$1,000.00	$1,019.00	$6.06
Class R3
Actual	$1,000.00	$1,075.80	$5.60
Hypothetical (5% Return Before Expenses)	$1,000.00	$1,019.60	$5.45
Class R4
Actual	$1,000.00	$1,077.40	$4.10
Hypothetical (5% Return Before Expenses)	$1,000.00	$1,021.05	$3.99
Class R5
Actual	$1,000.00	$1,078.20	$3.07
Hypothetical (5% Return Before Expenses)	$1,000.00	$1,022.05	$2.98
Class R6*
Actual	$1,000.00	$1,079.00	$2.44
Hypothetical (5% Return Before Expenses)	$1,000.00	$1,022.65	$2.38

†

For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (0.85% for Class A, 1.60% for Classes B and C, 0.70% for Class F, 0.60% for Class I, 1.05% for Class P, 1.20% for Class R2, 1.08% for Class R3, 0.79% for Class R4, 0.59% for Class R5 and 0.47% for Class R6) multiplied by the average account value over the period, multiplied by 183/366 (to reflect one-half year period).

*

The annualized expenses for Class R6 have been updated to 0.50%. Had the updated expense ratio been in place throughout the most recent fiscal half-year, expenses paid during the period would have been:

	Actual	Hypothetical (5% Return Before Expenses)
Class R6	$2.60		$2.53

3

Portfolio Holdings Presented by Sector

May 31, 2016

Sector*	%**
Consumer Discretionary	10.29%
Consumer Staples	19.16%
Energy	7.08%
Financials	6.67%
Health Care	10.08%
Industrials	18.28%
Information Technology	11.43%
Materials	5.64%
Telecommunication Services	4.02%
Utilities	6.80%
Repurchase Agreement	0.55%
Total	100.00%

*	A sector may comprise several industries.
**	Represents percent of total investments.

4

Growth Opportunities Fund

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value	Ending Account Value			Expenses Paid During Period†
	12/1/15	5/31/16			12/1/15 – 5/31/16
Class A
Actual	$1,000.00		$	993.70		$	6.48
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,018.50		$	6.56
Class B
Actual	$1,000.00		$	989.40		$	10.15
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,014.80		$	10.28
Class C
Actual	$1,000.00		$	990.10		$	10.15
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,014.80		$	10.28
Class F
Actual	$1,000.00		$	994.40		$	5.73
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,019.25		$	5.81
Class I
Actual	$1,000.00		$	994.80		$	5.24
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,019.75		$	5.30
Class P
Actual	$1,000.00		$	992.50		$	7.47
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,017.50		$	7.57
Class R2
Actual	$1,000.00		$	991.90		$	8.22
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,016.75		$	8.32
Class R3
Actual	$1,000.00		$	992.00		$	7.67
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,017.30		$	7.77
Class R4
Actual	$1,000.00		$	993.70		$	6.43
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,018.55		$	6.51
Class R5
Actual	$1,000.00		$	994.80		$	4.99
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,020.00		$	5.05
Class R6
Actual	$1,000.00		$	995.70		$	4.29
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,020.70		$	4.34

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.30% for Class A, 2.04% for Classes B and C, 1.15% for Class F, 1.05% for Class I, 1.50% for Class P, 1.65% for Class R2, 1.54% for Class R3, 1.29% for Class R4, 1.00% for Class R5 and 0.86% for Class R6) multiplied by the average account value over the period, multiplied by 183/366 (to reflect one-half year period).

5

Portfolio Holdings Presented by Sector

May 31, 2016

Sector*	%**
Consumer Discretionary	21.61%
Consumer Staples	7.81%
Financials	6.14%
Health Care	18.18%
Industrials	16.27%
Information Technology	22.58%
Materials	7.18%
Repurchase Agreement	0.23%
Total	100.00%

*	A sector may comprise several industries.
**	Represents percent of total investments.

6

Small Cap Value Fund

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value	Ending Account Value			Expenses  Paid During Period†
	12/1/15	5/31/16			12/1/15 – 5/31/16
Class A
Actual	$1,000.00		$	1,000.10		$	6.15
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,018.85		$	6.21
Class B
Actual	$1,000.00		$	996.30		$	9.93
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,015.05		$	10.02
Class C
Actual	$1,000.00		$	996.30		$	9.88
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,015.10		$	9.97
Class F
Actual	$1,000.00		$	1,001.00		$	5.40
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,019.60		$	5.45
Class I
Actual	$1,000.00		$	1,001.30		$	4.90
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,020.10		$	4.95
Class P
Actual	$1,000.00		$	998.70		$	7.15
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,017.85		$	7.21
Class R2
Actual	$1,000.00		$	998.70		$	7.94
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,017.05		$	8.02
Class R3
Actual	$1,000.00		$	999.20		$	7.25
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,017.75		$	7.31
Class R4
Actual	$1,000.00		$	1,000.10		$	5.85
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,019.15		$	5.91
Class R5
Actual	$1,000.00		$	1,001.30		$	4.75
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,020.25		$	4.80
Class R6
Actual	$1,000.00		$	1,002.10		$	4.20
Hypothetical (5% Return Before Expenses)	$1,000.00		$	1,020.80		$	4.24

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.23% for Class A, 1.99% for Class B, 1.98% for Class C, 1.08% for Class F, 0.98% for Class I, 1.43% for Class P, 1.59% for Class R2, 1.45% for Class R3, 1.17% for Class R4, 0.95% for Class R5 and 0.84% for Class R6) multiplied by the average account value over the period, multiplied by 183/366 (to reflect one-half year period).

7

Portfolio Holdings Presented by Sector

May 31, 2016

Sector*	%**
Consumer Discretionary	7.54%
Consumer Staples	4.95%
Energy	4.93%
Financials	25.31%
Health Care	9.31%
Industrials	16.05%
Information Technology	18.38%
Materials	7.96%
Telecommunication Services	1.01%
Utilities	4.56%
Total	100.00%

*	A sector may comprise several industries.
**	Represents percent of total investments.

8

Schedule of Investments (unaudited)

CALIBRATED DIVIDEND GROWTH FUND May 31, 2016

			Fair
			Value
Investments	Shares		(000)
COMMON STOCKS 99.28%
Aerospace & Defense 5.90%
General Dynamics Corp.		161,800	$	22,954
Lockheed Martin Corp.		134,961		31,882
Northrop Grumman Corp.		101,400		21,565
Raytheon Co.		97,900		12,695
United Technologies Corp.		298,300		30,003
Total				119,099
Air Freight & Logistics 1.92%
FedEx Corp.		234,435		38,675
Auto Components 0.49%
Johnson Controls, Inc.		224,700		9,920
Beverages 3.29%
Coca-Cola Co. (The)		750,379		33,467
PepsiCo, Inc.		326,302		33,012
Total				66,479
Biotechnology 2.06%
AbbVie, Inc.		660,907		41,591
Building Products 1.16%
A.O. Smith Corp.		283,600		23,340
Capital Markets 1.91%
Ameriprise Financial, Inc.		172,900		17,579
SEI Investments Co.		162,700		8,369
T. Rowe Price Group, Inc.		164,100		12,646
Total				38,594
Chemicals 5.64%
Air Products & Chemicals, Inc.		118,400		16,889
Albemarle Corp.		93,900		7,371
Ecolab, Inc.		48,100		5,639
International Flavors & Fragrances, Inc.		126,500		16,319
Monsanto Co.		360,749		40,573
PPG Industries, Inc.		204,186		21,987
Sherwin-Williams Co. (The)		17,050		4,963
Total				113,741

			Fair
			Value
Investments	Shares		(000)
Distributors 0.30%
Genuine Parts Co.		63,100	$	6,116
Diversified Telecommunication Services 4.02%
AT&T, Inc.		906,564		35,492
Verizon Communications, Inc.		894,800		45,545
Total				81,037
Electric: Utilities 2.95%
Edison International		202,900		14,534
NextEra Energy, Inc.		281,467		33,810
Westar Energy, Inc.		126,100		7,103
Xcel Energy, Inc.		98,700		4,083
Total				59,530
Electrical Equipment 1.48%
Emerson Electric Co.		574,188		29,869
Energy Equipment & Services 0.39%
Helmerich & Payne, Inc.		129,108		7,895
Food & Staples Retailing 7.92%
Casey’s General Stores, Inc.		41,300		4,965
Costco Wholesale Corp.		163,700		24,354
CVS Health Corp.		420,800		40,586
Sysco Corp.		146,900		7,067
Wal-Mart Stores, Inc.		436,070		30,865
Walgreens Boots Alliance, Inc.		672,419		52,045
Total				159,882
Food Products 1.27%
General Mills, Inc.		179,300		11,257
Hormel Foods Corp.		242,700		8,351
JM Smucker Co. (The)		46,900		6,057
Total				25,665
Gas Utilities 1.52%
Atmos Energy Corp.		284,000		20,704
UGI Corp.		233,650		10,028
Total				30,732

See Notes to Financial Statements. 9

Schedule of Investments (unaudited)(continued)

CALIBRATED DIVIDEND GROWTH FUND May 31, 2016

			Fair
			Value
Investments	Shares		(000)
Health Care Equipment & Supplies 4.36%
Becton, Dickinson & Co.		122,100	$	20,323
C.R. Bard, Inc.		109,897		24,072
Medtronic plc (Ireland)(a)		418,003		33,641
West Pharmaceutical Services, Inc.		133,600		10,031
Total				88,067
Health Care Providers & Services 1.81%
AmerisourceBergen Corp.		133,500		10,010
Cardinal Health, Inc.		336,552		26,571
Total				36,581
Hotels, Restaurants & Leisure 3.16%
McDonald’s Corp.		522,926		63,828
Household Products 4.30%
Church & Dwight Co., Inc.		51,300		5,052
Kimberly-Clark Corp.		393,415		49,980
Procter & Gamble Co. (The)		392,600		31,816
Total				86,848
Industrial Conglomerates 2.60%
3M Co.		311,617		52,451
Information Technology Services 5.27%
Accenture plc Class A (Ireland)(a)		459,700		54,690
Automatic Data Processing, Inc.		143,200		12,579
International Business Machines Corp.		254,700		39,158
Total				106,427
Insurance 4.74%
Aflac, Inc.		221,265		15,369
American Financial Group, Inc.		28,200		2,067
Assurant, Inc.		48,700		4,256
Chubb Ltd. (Switzerland)(a)		444,321		56,255
Hanover Insurance Group, Inc. (The)		84,800		7,350
Old Republic International Corp.		544,300		10,429
Total				95,726

			Fair
			Value
Investments	Shares		(000)
Leisure Products 1.31%
Hasbro, Inc.		302,032	$	26,364
Machinery 3.40%
Graco, Inc.		157,300		12,626
Illinois Tool Works, Inc.		157,900		16,742
Nordson Corp.		61,600		5,358
Stanley Black & Decker, Inc.		201,600		22,817
Toro Co. (The)		123,700		11,048
Total				68,591
Multi-Line Retail 0.33%
Target Corp.		98,100		6,747
Multi-Utilities 2.31%
Consolidated Edison, Inc.		251,700		18,440
SCANA Corp.		345,751		24,171
WEC Energy Group, Inc.		67,700		4,071
Total				46,682
Oil, Gas & Consumable Fuels 6.68%
Chevron Corp.		713,062		72,019
EOG Resources, Inc.		146,534		11,922
Exxon Mobil Corp.		89,100		7,932
Occidental Petroleum Corp.		362,097		27,316
ONEOK, Inc.		362,700		15,687
Total				134,876
Pharmaceuticals 1.83%
Johnson & Johnson		327,923		36,954
Professional Services 0.71%
Robert Half International, Inc.		342,700		14,253
Road & Rail 1.10%
Norfolk Southern Corp.		262,800		22,091
Semiconductors & Semiconductor Equipment 4.72%
Microchip Technology, Inc.		704,567		36,412
QUALCOMM, Inc.		790,326		43,405
Texas Instruments, Inc.		254,900		15,447
Total				95,264

10 See Notes to Financial Statements.

Schedule of Investments (unaudited)(concluded)

CALIBRATED DIVIDEND GROWTH FUND May 31, 2016

			Fair
			Value
Investments	Shares		(000)
Software 1.42%
Microsoft Corp.		541,100	$	28,678
Specialty Retail 3.48%
Lowe’s Cos., Inc.		625,275		50,103
TJX Cos., Inc. (The)		265,600		20,218
Total				70,321
Textiles, Apparel & Luxury Goods 1.19%
NIKE, Inc. Class B		435,000		24,021
Tobacco 2.34%
Altria Group, Inc.		147,415		9,381
Reynolds American, Inc.		760,800		37,812
Total				47,193
Total Common Stocks (cost $1,861,679,252)				2,004,128

	Principal		Fair
	Amount		Value
Investments	(000)		(000)
SHORT-TERM INVESTMENT 0.55%
Repurchase Agreement
Repurchase Agreement dated 5/31/2016, 0.03% due 6/1/2016 with Fixed Income Clearing Corp. collateralized by $11,280,000 of Federal Home Loan Mortgage Corp. at 1.25% due 6/29/2018; value: $11,308,200; proceeds: $11,081,844 (cost $11,081,835)	$	11,082	$	11,082
Total Investments in Securities 99.83% (cost $1,872,761,087)				2,015,210
Other Assets in Excess of Liabilities(b) 0.17%				3,473
Net Assets 100.00%			$	2,018,683

(a)	Foreign security traded in U.S. dollars.
(b)	Other Assets in Excess of Liabilities include net unrealized appreciation on futures contracts as follows:

Open Futures Contracts at May 31, 2016:

						Unrealized
Type	Expiration	Contracts	Position	Fair Value		Appreciation
E-Mini S&P 500 Index	June 2016	80	Long		$8,379,600		$123,596

The following is a summary of the inputs used as of May 31, 2016 in valuing the Fund’s investments carried at fair value⁽¹⁾:

	Level 1		Level 2		Level 3		Total
Investment Type(2)(3)	(000)		(000)		(000)		(000)
Common Stocks	$	2,004,128	$	–	$	–	$	2,004,128
Repurchase Agreement		–		11,082		–		11,082
Total	$	2,004,128	$	11,082	$	–	$	2,015,210
Other Financial Instruments
Futures Contracts
Assets	$	124	$	–	$	–	$	124
Liabilities		–		–		–		–
Total	$	124	$	–	$	–	$	124

(1)	Refer to Note 2(i) for a description of fair value measurements and the three-tier hierarchy of inputs.
(2)	See Schedule of Investments for fair values in each industry and identification of foreign issuers and/or geography.
(3)	There were no Level 1/Level 2 transfers during the period ended May 31, 2016.

See Notes to Financial Statements. 11

Schedule of Investments (unaudited)

GROWTH OPPORTUNITIES FUND May 31, 2016

			Fair
			Value
Investments	Shares		(000)
COMMON STOCKS 100.03%
Aerospace & Defense 0.78%
TransDigm Group, Inc.*		17,931	$	4,726
Airlines 1.07%
Southwest Airlines Co.		151,555		6,438
Auto Components 1.13%
Delphi Automotive plc (United Kingdom)(a)		100,519		6,831
Beverages 2.85%
Brown-Forman Corp. Class B		34,732		3,406
Dr. Pepper Snapple Group, Inc.		64,257		5,873
Monster Beverage Corp.*		52,559		7,884
Total				17,163
Biotechnology 2.85%
Alkermes plc (Ireland)*(a)		59,170		2,746
BioMarin Pharmaceutical, Inc.*		54,598		4,895
Incyte Corp.*		38,565		3,255
Medivation, Inc.*		103,279		6,244
Total				17,140
Building Products 2.44%
A.O. Smith Corp.		50,213		4,133
Fortune Brands Home & Security, Inc.		122,689		7,198
Lennox International, Inc.		24,471		3,361
Total				14,692
Chemicals 5.30%
Axalta Coating Systems Ltd.*		118,712		3,342
FMC Corp.		110,910		5,267
International Flavors & Fragrances, Inc.		56,346		7,269
RPM International, Inc.		147,306		7,393
Sherwin-Williams Co. (The)		29,690		8,642
Total				31,913

			Fair
			Value
Investments	Shares		(000)
Commercial Services & Supplies 1.31%
Stericycle, Inc.*		40,821	$	4,000
Waste Connections, Inc.		59,601		3,902
Total				7,902
Construction Materials 1.11%
Vulcan Materials Co.		57,317		6,692
Containers & Packaging 0.79%
Owens-Illinois, Inc.*		252,579		4,774
Distributors 1.24%
LKQ Corp.*		225,203		7,447
Diversified Financial Services 4.67%
Intercontinental Exchange, Inc.		47,913		12,990
Moody’s Corp.		89,700		8,848
MSCI, Inc.		79,143		6,315
Total				28,153
Electrical Equipment 2.02%
AMETEK, Inc.		126,397		6,044
Rockwell Automation, Inc.		53,026		6,154
Total				12,198
Electronic Equipment, Instruments & Components 1.18%
Amphenol Corp. Class A		120,705		7,088
Food Products 4.16%
Hershey Co. (The)		54,774		5,086
Kellogg Co.		52,798		3,927
McCormick & Co., Inc.		49,269		4,782
Mead Johnson Nutrition Co.		50,560		4,160
WhiteWave Foods Co. (The)*		159,148		7,106
Total				25,061

12 See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

GROWTH OPPORTUNITIES FUND May 31, 2016

			Fair
			Value
Investments	Shares		(000)
Health Care Equipment & Supplies 7.26%
Align Technology, Inc.*		80,410	$	6,339
C.R. Bard, Inc.		28,710		6,289
Cooper Cos., Inc. (The)		41,960		6,832
DENTSPLY SIRONA, Inc.		95,739		5,951
IDEXX Laboratories, Inc.*		84,356		7,387
Intuitive Surgical, Inc.*		10,180		6,461
NuVasive, Inc.*		82,733		4,498
Total				43,757
Health Care Providers & Services 3.89%
Acadia Healthcare Co., Inc.*		72,436		4,264
Centene Corp.*		122,275		7,624
Diplomat Pharmacy, Inc.*		81,384		2,652
Henry Schein, Inc.*		31,563		5,483
Universal Health Services, Inc. Class B		25,077		3,382
Total				23,405
Hotels, Restaurants & Leisure 5.28%
Chipotle Mexican Grill, Inc.*		16,628		7,349
Hilton Worldwide Holdings, Inc.		337,642		7,016
Norwegian Cruise Line Holdings Ltd.*		149,436		6,935
Panera Bread Co. Class A*		26,788		5,871
Wynn Resorts Ltd.		48,003		4,617
Total				31,788
Household Durables 0.88%
Mohawk Industries, Inc.*		26,906		5,292
Household Products 0.83%
Church & Dwight Co., Inc.		50,500		4,973
Industrial Conglomerates 1.13%
Roper Technologies, Inc.		39,895		6,825

			Fair
			Value
Investments	Shares		(000)
Information Technology Services 5.22%
Alliance Data Systems Corp.*		26,536	$	5,896
Booz Allen Hamilton Holding Corp.		116,862		3,420
Fiserv, Inc.*		83,669		8,813
Sabre Corp.		224,805		6,333
Vantiv, Inc. Class A*		130,307		7,007
Total				31,469
Internet & Catalog Retail 0.56%
Expedia, Inc.		30,420		3,384
Internet Software & Services 2.33%
Akamai Technologies, Inc.*		110,918		6,054
CoStar Group, Inc.*		38,737		8,003
Total				14,057
Leisure Products 0.92%
Hasbro, Inc.		63,396		5,534
Life Sciences Tools & Services 2.50%
Agilent Technologies, Inc.		144,557		6,634
Mettler-Toledo International, Inc.*		22,382		8,400
Total				15,034
Machinery 4.45%
IDEX Corp.		85,190		7,100
Ingersoll-Rand plc		97,742		6,530
Middleby Corp. (The)*		51,780		6,431
Wabtec Corp.		87,580		6,777
Total				26,838
Multi-Line Retail 4.10%
Dollar General Corp.		161,466		14,516
Dollar Tree, Inc.*		112,790		10,212
Total				24,728
Pharmaceuticals 1.74%
Zoetis, Inc.		220,992		10,479

See Notes to Financial Statements. 13

Schedule of Investments (unaudited)(continued)

GROWTH OPPORTUNITIES FUND May 31, 2016

			Fair
			Value
Investments	Shares		(000)
Real Estate Management & Development 1.49%
CBRE Group, Inc. Class A*		299,846	$	8,950
Road & Rail 1.13%
J.B. Hunt Transport Services, Inc.		82,110		6,792
Semiconductors & Semiconductor Equipment 5.32%
Applied Materials, Inc.		310,501		7,582
Cavium, Inc.*		72,504		3,607
Microchip Technology, Inc.		150,241		7,764
Microsemi Corp.*		49,449		1,673
NXP Semiconductors NV (Netherlands)*(a)		67,092		6,340
Skyworks Solutions, Inc.		76,408		5,101
Total				32,067
Software 8.58%
Activision Blizzard, Inc.		214,951		8,439
Electronic Arts, Inc.*		72,010		5,527
FireEye, Inc.*		213,326		3,396
Fortinet, Inc.*		119,733		4,096
Red Hat, Inc.*		116,571		9,029
ServiceNow, Inc.*		153,121		10,968
Splunk, Inc.*		100,360		5,766
Workday, Inc. Class A*		59,324		4,499
Total				51,720
Specialty Retail 7.56%
Advance Auto Parts, Inc.		23,813		3,663
AutoZone, Inc.*		12,079		9,206
L Brands, Inc.		64,999		4,456
Michaels Cos, Inc. (The)*		237,458		6,960
Tiffany & Co.		28,481		1,765
Tractor Supply Co.		94,744		9,105
Ulta Salon, Cosmetics & Fragrance, Inc.*		44,646		10,403
Total				45,558

			Fair
			Value
Investments	Shares		(000)
Trading Companies & Distributors 1.96%
HD Supply Holdings, Inc.*		207,802	$	7,336
United Rentals, Inc.*		64,579		4,499
Total				11,835
Total Common Stocks (cost $511,593,569)				602,703
	Principal
	Amount
	(000)
SHORT-TERM INVESTMENT 0.23%
Repurchase Agreement
Repurchase Agreement dated 5/31/2016, 0.03% due 6/1/2016 with Fixed Income Clearing Corp. collateralized by $1,415,000 of U.S. Treasury Note at 1.75% due 4/30/2022; value: $1,430,919; proceeds: $1,401,681 (cost $1,401,681)	$	1,402		1,402
Total Investments in Securities 100.26% (cost $512,995,250)				604,105
Liabilities in Excess of Other Assets (0.26)%				(1,596	)
Net Assets 100.00%			$	602,509

*	Non-income producing security.
(a)	Foreign security traded in U.S. dollars.

14 See Notes to Financial Statements.

Schedule of Investments (unaudited)(concluded)

GROWTH OPPORTUNITIES FUND May 31, 2016

The following is a summary of the inputs used as of May 31, 2016 in valuing the Fund’s investments carried at fair value⁽¹⁾:

	Level 1		Level 2		Level 3		Total
Investment Type(2)(3)	(000)		(000)		(000)		(000)
Common Stocks	$	602,703	$	–	$	–	$	602,703
Repurchase Agreement		–		1,402		–		1,402
Total	$	602,703	$	1,402	$	–	$	604,105

(1)	Refer to Note 2(i) for a description of fair value measurements and the three-tier hierarchy of inputs.
(2)	See Schedule of Investments for fair values in each industry and identification of foreign issuers and/or geography.
(3)	There were no Level 1/Level 2 transfers during the period ended May 31, 2016.

See Notes to Financial Statements. 15

Schedule of Investments (unaudited)

SMALL CAP VALUE FUND May 31, 2016

			Fair
			Value
Investments	Shares		(000)
COMMON STOCKS 99.66%
Aerospace & Defense 2.86%
Hexcel Corp.		455,800	$	19,905
Teledyne Technologies, Inc.*		137,269		13,470
Total				33,375
Banks 13.15%
Columbia Banking System, Inc.		234,554		7,147
First Merchants Corp.		867,286		22,471
PrivateBancorp, Inc.		763,400		33,857
Renasant Corp.		727,501		25,033
South State Corp.		395,024		28,635
Talmer Bancorp, Inc. Class A		795,946		15,871
Western Alliance Bancorp*		541,925		20,431
Total				153,445
Beverages 0.98%
Cott Corp. (Canada)(a)		788,480		11,417
Building Products 4.52%
Advanced Drainage Systems, Inc.		451,063		10,965
Gibraltar Industries, Inc.*		631,383		18,866
Patrick Industries, Inc.*		428,022		22,869
Total				52,700
Chemicals 2.67%
Minerals Technologies, Inc.		275,645		15,877
PolyOne Corp.		408,100		15,292
Total				31,169
Communications Equipment 1.59%
ARRIS International plc*		510,832		12,311
Plantronics, Inc.		140,564		6,258
Total				18,569
Construction & Engineering 5.46%
AECOM*		849,493		27,277
EMCOR Group, Inc.		386,300		18,369
Primoris Services Corp.		838,000		18,034
Total				63,680

			Fair
			Value
Investments	Shares		(000)
Containers & Packaging 3.65%
AptarGroup, Inc.		247,800	$	19,145
Berry Plastics Group, Inc.*		434,100		17,003
Multi Packaging Solutions International Ltd.*		406,999		6,439
Total				42,587
Diversified Telecommunication Services 1.00%
Cogent Communications Holdings, Inc.		294,484		11,726
Electric: Utilities 2.53%
IDACORP, Inc.		403,500		29,540
Electronic Equipment, Instruments & Components 4.97%
Cognex Corp.		347,047		14,947
Littelfuse, Inc.		235,975		27,026
Orbotech Ltd. (Israel)*(a)		575,243		16,044
Total				58,017
Food & Staples Retailing 0.98%
Casey’s General Stores, Inc.		94,700		11,384
Food Products 2.28%
Flowers Foods, Inc.		328,506		6,160
Pinnacle Foods, Inc.		485,100		20,437
Total				26,597
Health Care Equipment & Supplies 5.66%
Alere, Inc.*		195,498		8,397
CONMED Corp.		278,797		11,102
STERIS plc (United Kingdom)(a)		382,855		26,581
West Pharmaceutical Services, Inc.		265,500		19,934
Total				66,014
Health Care Providers & Services 3.63%
ExamWorks Group, Inc.*		449,684		15,699
HealthSouth Corp.		660,200		26,619
Total				42,318

16 See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

SMALL CAP VALUE FUND May 31, 2016

			Fair
			Value
Investments	Shares		(000)
Hotels, Restaurants & Leisure 3.55%
Cheesecake Factory, Inc. (The)		270,500	$	13,490
Denny’s Corp.*		1,548,000		16,610
El Pollo Loco Holdings, Inc.*		1,013,497		11,280
Total				41,380
Household Durables 1.05%
Ethan Allen Interiors, Inc.		361,899		12,221
Household Products 0.70%
WD-40 Co.		73,522		8,188
Information Technology Services 6.77%
Acxiom Corp.*		776,771		16,452
Booz Allen Hamilton Holding Corp.		580,161		16,981
Cardtronics, Inc.*		374,100		14,698
Jack Henry & Associates, Inc.		179,210		15,131
MAXIMUS, Inc.		272,587		15,715
Total				78,977
Insurance 1.96%
RenaissanceRe Holdings Ltd.		197,700		22,836
Machinery 1.32%
Barnes Group, Inc.		313,710		10,475
EnPro Industries, Inc.		97,919		4,952
Total				15,427
Media 2.13%
AMC Networks, Inc. Class A*		196,853		12,587
John Wiley & Sons, Inc. Class A		228,544		12,314
Total				24,901
Metals & Mining 1.61%
Reliance Steel & Aluminum Co.		252,607		18,781
Multi-Utilities 2.01%
Black Hills Corp.		387,851		23,481

			Fair
			Value
Investments	Shares		(000)
Oil, Gas & Consumable Fuels 4.92%
Carrizo Oil & Gas, Inc.*		466,242	$	17,950
Parsley Energy, Inc. Class A*		786,600		20,507
Rice Energy, Inc.*		934,617		18,926
Total				57,383
Professional Services 0.74%
ICF International, Inc.*		211,858		8,640
Real Estate Investment Trusts 8.23%
CoreSite Realty Corp.		299,000		22,679
First Industrial Realty Trust, Inc.		1,122,730		27,799
Physicians Realty Trust		1,167,878		22,178
Retail Opportunity Investments Corp.		1,158,800		23,431
Total				96,087
Real Estate Management & Development 0.66%
Marcus & Millichap, Inc.*		304,996		7,753
Semiconductors & Semiconductor Equipment 3.05%
Cypress Semiconductor Corp.		1,524,364		16,204
Synaptics, Inc.*		285,985		19,398
Total				35,602
Technology Hardware, Storage & Peripherals 1.93%
Electronics for
Imaging, Inc.*		514,915		22,569
Textiles, Apparel & Luxury Goods 0.78%
Steven Madden Ltd.*		267,012		9,161
Thrifts & Mortgage Finance 1.22%
Essent Group Ltd.*		649,600		14,200

See Notes to Financial Statements. 17

Schedule of Investments (unaudited)(concluded)

SMALL CAP VALUE FUND May 31, 2016

			Fair
			Value
Investments	Shares		(000)
Trading Companies & Distributors 1.10%
MSC Industrial Direct Co., Inc. Class A		170,858	$	12,806
Total Investments in Common Stocks 99.66% (cost $880,982,827)				1,162,931
Other Assets in Excess of Liabilities 0.34%				3,996
Net Assets 100.00%			$	1,166,927

*	Non-income producing security.
(a)	Foreign security traded in U.S. dollars

The following is a summary of the inputs used as of May 31, 2016 in valuing the Fund’s investments carried at fair value^(1):

	Level 1		Level 2		Level 3		Total
Investment Type(2)(3)	(000)		(000)		(000)		(000)
Common Stocks	$	1,162,931	$	–	$	–	$	1,162,931
Total	$	1,162,931	$	–	$	–	$	1,162,931

(1)	Refer to Note 2(i) for a description of fair value measurements and the three-tier hierarchy of inputs.
(2)	See Schedule of Investments for fair values in each industry and identification of foreign issuers and/or geography.
(3)	There were no Level 1/Level 2 transfers during the period ended May 31, 2016.

18 See Notes to Financial Statements.

Statements of Assets and Liabilities (unaudited)

May 31, 2016

		Calibrated	Growth
		Dividend	Opportunities			Small Cap
		Growth Fund	Fund			Value Fund
ASSETS:
Investments in securities, at cost	$	1,872,761,087	$512,995,250		$	880,982,827
Investments in securities, at fair value	$	2,015,210,281	$604,105,398		$	1,162,930,957
Deposits with brokers for futures collateral		323,400	–			–
Receivables:
Interest and dividends		5,023,000	403,107			608,905
Capital shares sold		5,248,060	460,292			25,011,713
Investment securities sold		3,188,098	–			12,763,195
From advisor (See Note 3)		343,142	–			–
Prepaid expenses and other assets		110,081	80,880			84,741
Total assets		2,029,446,062	605,049,677			1,201,399,511
LIABILITIES:
Payables:
Investment securities purchased		5,395,182	893,560			1,515,048
Capital shares reacquired		2,973,624	761,270			26,681,749
Management fee		1,051,655	373,955			734,885
12b-1 distribution plan		559,944	154,724			156,558
Directors’ fees		300,940	101,604			429,270
Fund administration		67,295	19,944			39,194
Variation margin		10,002	–			–
To affiliate (See Note 3)		–	11,782			50,601
To bank		–	–			4,498,702
Accrued expenses		403,928	223,784			368,557
Total liabilities		10,762,570	2,540,623			34,474,564
NET ASSETS	$	2,018,683,492	$602,509,054		$	1,166,924,947
COMPOSITION OF NET ASSETS:
Paid-in capital	$	1,848,512,309	$532,839,778		$	818,124,921
Undistributed (distributions in excess of) net investment income		5,547,930	(1,602,412	)		(840,339	)
Accumulated net realized gain (loss) on investments and futures contracts		22,050,463	(19,838,460	)		67,692,235
Net unrealized appreciation on investments and futures contracts		142,572,790	91,110,148			281,948,130
Net Assets	$	2,018,683,492	$602,509,054		$	1,166,924,947

See Notes to Financial Statements. 19

Statements of Assets and Liabilities (unaudited)(concluded)

May 31, 2016

		Calibrated		Growth
		Dividend		Opportunities		Small Cap
		Growth Fund		Fund		Value Fund
Net assets by class:
Class A Shares	$	1,571,982,176	$	390,742,468	$	389,775,993
Class B Shares	$	16,297,858	$	4,455,920	$	1,182,988
Class C Shares	$	262,864,058	$	56,293,718	$	31,120,888
Class F Shares	$	126,695,909	$	20,865,343	$	19,418,011
Class I Shares	$	15,291,523	$	100,526,880	$	646,416,671
Class P Shares	$	1,870,914	$	2,606,319	$	44,731,613
Class R2 Shares	$	1,001,515	$	1,086,049	$	177,860
Class R3 Shares	$	22,500,193	$	25,842,201	$	6,952,465
Class R4 Shares	$	79,696	$	30,315	$	22,482
Class R5 Shares	$	88,751	$	9,608	$	9,938
Class R6 Shares	$	10,899	$	50,233	$	27,116,038
Outstanding shares by class:
Class A Shares (400, 100 and 300 million shares of common stock authorized, $.001 par value)		109,985,768		20,873,001		17,898,902
Class B Shares (30, 30 and 30 million shares of common stock authorized, $.001 par value)		1,151,793		303,251		80,703
Class C Shares (40, 20 and 20 million shares of common stock authorized, $.001 par value)		18,605,555		3,832,429		2,119,838
Class F Shares (30, 30 and 30 million shares of common stock authorized, $.001 par value)		8,869,968		1,079,478		889,624
Class I Shares (100, 30 and 200 million shares of common stock authorized, $.001 par value)		1,061,540		4,814,074		26,097,066
Class P Shares (20, 20 and 50 million shares of common stock authorized, $.001 par value)		130,365		141,844		2,128,809
Class R2 Shares (30, 30 and 30 million shares of common stock authorized, $.001 par value)		69,556		60,209		8,508
Class R3 Shares (30, 30 and 30 million shares of common stock authorized, $.001 par value)		1,581,585		1,410,226		329,573
Class R4 Shares (30, 30 and 30 million shares of common stock authorized, $.001 par value)		5,573		1,619		1,032
Class R5 Shares (30, 30 and 30 million shares of common stock authorized, $.001 par value)		6,163		460		401
Class R6 Shares (30, 30 and 30 million shares of common stock authorized, $.001 par value)		756.144		2,401		1,092,960
Net asset value, offering and redemption price per share (Net assets divided by outstanding shares):
Class A Shares-Net asset value		$14.29		$18.72		$21.78
Class A Shares-Maximum offering price (Net asset value plus sales charge of 5.75%)		$15.16		$19.86		$23.11
Class B Shares-Net asset value		$14.15		$14.69		$14.66
Class C Shares-Net asset value		$14.13		$14.69		$14.68
Class F Shares-Net asset value		$14.28		$19.33		$21.83
Class I Shares-Net asset value		$14.41		$20.88		$24.77
Class P Shares-Net asset value		$14.35		$18.37		$21.01
Class R2 Shares-Net asset value		$14.40		$18.04		$20.91
Class R3 Shares-Net asset value		$14.23		$18.32		$21.10
Class R4 Shares-Net asset value		$14.30		$18.72		$21.78
Class R5 Shares-Net asset value		$14.40		$20.89		$24.78
Class R6 Shares-Net asset value		$14.41		$20.92		$24.81

20 See Notes to Financial Statements.

Statements of Operations (unaudited)

For the Six Months Ended May 31, 2016

	Calibrated			Growth
	Dividend			Opportunities			Small Cap
	Growth Fund			Fund			Value Fund
Investment income:
Dividends (net of foreign withholding taxes of $0, $0 and $7,358, respectively)	$	24,993,017		$	2,394,513		$	6,825,036
Interest and other		1,119			300			2,619
Total investment income		24,994,136			2,394,813			6,827,655
Expenses:
Management fee		5,853,738			2,181,780			4,346,190
12b-1 distribution plan-Class A		1,840,279			468,704			480,010
12b-1 distribution plan-Class B		87,844			26,359			7,005
12b-1 distribution plan-Class C		1,201,405			274,625			150,945
12b-1 distribution plan-Class F		47,959			9,874			9,760
12b-1 distribution plan-Class P		4,126			6,713			115,027
12b-1 distribution plan-Class R2		3,345			2,925			649
12b-1 distribution plan-Class R3		52,510			63,163			14,674
12b-1 distribution plan-Class R4		24			16			15
Shareholder servicing		1,091,945			515,405			662,892
Professional		32,702			27,044			26,581
Reports to shareholders		93,986			39,116			32,273
Fund administration		373,591			116,361			231,797
Custody		36,804			7,594			12,108
Directors’ fees		21,943			7,032			14,392
Registration		87,373			68,510			67,529
Subsidy (See Note 3)		–			51,365			229,834
Other		52,842			25,495			39,455
Gross expenses		10,882,416			3,892,081			6,441,136
Expense reductions (See Note 9)		(2,897	)		(784	)		(1,468	)
Fees waived and expenses reimbursed (See Note 3)		(2,038,163	)		–			–
Net expenses		8,841,356			3,891,297			6,439,668
Net investment income (loss)		16,152,780			(1,496,484	)		387,987
Net realized and unrealized gain (loss):
Net realized gain on investments		29,047,780			(16,959,805	)		68,053,513
Net realized gain on futures contracts		414,070			–			–
Net change in unrealized appreciation/depreciation on investments		93,830,464			12,809,086			(75,221,507	)
Net change in unrealized appreciation/depreciation on futures contracts		(211,160	)		–			–
Net realized and unrealized gain (loss)		123,081,154			(4,150,719	)		(7,167,994	)
Net Increase (Decrease) in Net Assets Resulting From Operations	$	139,233,934		$	(5,647,203	)	$	(6,780,007	)

See Notes to Financial Statements. 21

Statements of Changes in Net Assets

	Calibrated Dividend Growth Fund
	For the Six Months				For the
	Ended May 31, 2016				Year Ended
INCREASE (DECREASE) IN NET ASSETS	(unaudited)				November 30, 2015
Operations:
Net investment income (loss)		$	16,152,780			$	34,532,820
Net realized gain (loss) on investments and futures contracts			29,461,850				127,451,614
Net change in unrealized appreciation/depreciation on investments and futures contracts			93,619,304				(192,918,852	)
Net increase (decrease) in net assets resulting from operations			139,233,934				(30,934,418	)
Distributions to shareholders from:
Net investment income
Class A			(13,518,672	)			(27,983,658	)
Class B			(93,386	)			(262,342	)
Class C			(1,348,019	)			(2,748,716	)
Class F			(927,159	)			(2,238,638	)
Class I			(157,565	)			(343,540	)
Class P			(15,044	)			(34,223	)
Class R2			(8,232	)			(13,524	)
Class R3			(175,539	)			(359,701	)
Class R4			(93	)			(47	)
Class R5			(478	)			(53	)
Class R6			(107	)			(53	)
Net realized gain
Class A			(102,166,033	)			(204,826,515	)
Class B			(1,364,452	)			(4,165,693	)
Class C			(16,931,479	)			(33,942,472	)
Class F			(6,363,701	)			(15,357,019	)
Class I			(1,074,095	)			(2,112,318	)
Class P			(126,229	)			(331,949	)
Class R2			(76,293	)			(235,751	)
Class R3			(1,522,526	)			(2,853,161	)
Class R4			(696	)			–
Class R5			(692	)			–
Class R6			(692	)			–
Total distributions to shareholders			(145,871,182	)			(297,809,373	)
Capital share transactions (Net of share conversions) (See Note 13):
Net proceeds from sales of shares			203,113,066				248,530,649
Reinvestment of distributions			138,444,742				280,775,978
Cost of shares reacquired			(219,911,900	)			(434,878,158	)
Net increase (decrease) in net assets resulting from capital share transactions			121,645,908				94,428,469
Net increase (decrease) in net assets			115,008,660				(234,315,322	)
NET ASSETS:
Beginning of period		$	1,903,674,832			$	2,137,990,154
End of period		$	2,018,683,492			$	1,903,674,832
Undistributed (distributions in excess of) net investment income		$	5,547,930			$	5,639,444

22 See Notes to Financial Statements.

Growth Opportunities Fund						Small Cap Value Fund
For the Six Months			For the			For the Six Months			For the
Ended May 31, 2016			Year Ended			Ended May 31, 2016			Year Ended
(unaudited)			November 30, 2015			(unaudited)			November 30, 2015
$	(1,496,484	)	$	(3,415,217	)	$	387,987		$	(705,393	)
	(16,959,805	)		82,108,893			68,053,513			277,559,730
	12,809,086			(40,512,324	)		(75,221,507	)		(199,535,571	)
	(5,647,203	)		38,181,352			(6,780,007	)		77,318,766
	–			–			–			–
	–			–			–			–
	–			–			–			(6	)
	–			–			–			(54,315	)
	–			–			–			(2,585,855	)
	–			–			–			–
	–			–			–			–
	–			–			–			–
	–			–			–			–
	–			–			–			–
	–			–			–			–
	(48,240,086	)		(57,428,805	)		(80,349,276	)		(164,374,083	)
	(972,338	)		(1,794,480	)		(456,243	)		(932,213	)
	(8,919,784	)		(10,132,069	)		(8,652,037	)		(11,496,541	)
	(2,516,208	)		(2,750,031	)		(4,394,497	)		(6,958,715	)
	(10,870,866	)		(25,446,921	)		(122,822,253	)		(209,206,414	)
	(445,837	)		(612,034	)		(11,015,429	)		(23,611,893	)
	(111,010	)		(148,110	)		(44,285	)		(37,049	)
	(3,388,988	)		(4,140,062	)		(1,248,858	)		(1,927,189	)
	(1,140	)		–			(1,845	)		–
	(1,037	)		–			(1,665	)		–
	(1,037	)		–			(1,665	)		–
	(75,468,331	)		(102,452,512	)		(228,988,053	)		(421,184,273	)
	43,764,007			93,134,440			93,661,541			182,854,784
	71,435,330			97,697,767			213,942,362			390,788,738
	(65,799,943	)		(242,241,142	)		(225,696,844	)		(824,913,240	)
	49,399,394			(51,408,935	)		81,907,059			(251,269,718	)
	(31,716,140	)		(115,680,095	)		(153,861,001	)		(595,135,225	)
$	634,225,194		$	749,905,289		$	1,320,785,948		$	1,915,921,173
$	602,509,054		$	634,225,194		$	1,166,924,947		$	1,320,785,948
$	(1,602,412	)	$	(105,928	)	$	(840,339	)	$	(1,228,326	)

See Notes to Financial Statements. 23

Financial Highlights

CALIBRATED DIVIDEND GROWTH FUND

			Per Share Operating Performance:
			Investment operations:								Distributions to shareholders from:
	Net asset value, beginning of period		Net invest- ment income(a)		Net realized and unrealized gain (loss)			Total from invest- ment opera- tions			Net investment income			Net realized gain			Total distri- butions
Class A
5/31/2016(c)		$14.42		$0.12		$0.87			$0.99			$(0.12	)		$(1.00	)		$(1.12	)
11/30/2015		16.97		0.26		(0.46	)		(0.20	)		(0.26	)		(2.09	)		(2.35	)
11/30/2014		15.57		0.25		1.75			2.00			(0.24	)		(0.36	)		(0.60	)
11/30/2013		12.66		0.24		3.00			3.24			(0.33	)		–			(0.33	)
11/30/2012		11.43		0.29		1.27			1.56			(0.33	)		–			(0.33	)
11/30/2011		11.26		0.29		0.17			0.46			(0.29	)		–			(0.29	)
Class B
5/31/2016(c)		14.28		0.07		0.87			0.94			(0.07	)		(1.00	)		(1.07	)
11/30/2015		16.82		0.15		(0.46	)		(0.31	)		(0.14	)		(2.09	)		(2.23	)
11/30/2014		15.44		0.13		1.74			1.87			(0.13	)		(0.36	)		(0.49	)
11/30/2013		12.55		0.14		2.97			3.11			(0.22	)		–			(0.22	)
11/30/2012		11.33		0.20		1.26			1.46			(0.24	)		–			(0.24	)
11/30/2011		11.16		0.21		0.17			0.38			(0.21	)		–			(0.21	)
Class C
5/31/2016(c)		14.27		0.07		0.86			0.93			(0.07	)		(1.00	)		(1.07	)
11/30/2015		16.81		0.15		(0.45	)		(0.30	)		(0.15	)		(2.09	)		(2.24	)
11/30/2014		15.44		0.14		1.72			1.86			(0.13	)		(0.36	)		(0.49	)
11/30/2013		12.57		0.14		2.97			3.11			(0.24	)		–			(0.24	)
11/30/2012		11.35		0.20		1.27			1.47			(0.25	)		–			(0.25	)
11/30/2011		11.18		0.21		0.17			0.38			(0.21	)		–			(0.21	)
Class F
5/31/2016(c)		14.41		0.14		0.86			1.00			(0.13	)		(1.00	)		(1.13	)
11/30/2015		16.96		0.29		(0.47	)		(0.18	)		(0.28	)		(2.09	)		(2.37	)
11/30/2014		15.56		0.28		1.74			2.02			(0.26	)		(0.36	)		(0.62	)
11/30/2013		12.65		0.27		2.99			3.26			(0.35	)		–			(0.35	)
11/30/2012		11.43		0.31		1.27			1.58			(0.36	)		–			(0.36	)
11/30/2011		11.25		0.32		0.18			0.50			(0.32	)		–			(0.32	)
Class I
5/31/2016(c)		14.52		0.14		0.89			1.03			(0.14	)		(1.00	)		(1.14	)
11/30/2015		17.07		0.30		(0.46	)		(0.16	)		(0.30	)		(2.09	)		(2.39	)
11/30/2014		15.66		0.30		1.75			2.05			(0.28	)		(0.36	)		(0.64	)
11/30/2013		12.73		0.30		3.00			3.30			(0.37	)		–			(0.37	)
11/30/2012		11.50		0.30		1.30			1.60			(0.37	)		–			(0.37	)
11/30/2011		11.33		0.32		0.18			0.50			(0.33	)		–			(0.33	)
Class P
5/31/2016(c)		14.47		0.11		0.88			0.99			(0.11	)		(1.00	)		(1.11	)
11/30/2015		17.02		0.24		(0.47	)		(0.23	)		(0.23	)		(2.09	)		(2.32	)
11/30/2014		15.62		0.23		1.74			1.97			(0.21	)		(0.36	)		(0.57	)
11/30/2013		12.70		0.22		3.00			3.22			(0.30	)		–			(0.30	)
11/30/2012		11.46		0.27		1.28			1.55			(0.31	)		–			(0.31	)
11/30/2011		11.29		0.28		0.16			0.44			(0.27	)		–			(0.27	)

24 See Notes to Financial Statements.

				Ratios to average net assets:						Supplemental Data:
Net asset value, end of period		Total return(b) (%)		Total expenses after waivers and/or reimbursements (%)		Total expenses (%)		Net invest- ment income (%)		Net assets, end of period (000)	Portfolio turnover rate (%)
	$14.29	7.67	(d)	0.43	(d)	0.53	(d)	0.91	(d)	$1,571,982	61.87	(d)
	14.42	(1.34	)	0.85		1.07		1.80		1,498,459	57.79
	16.97	13.28		0.85		1.07		1.62		1,663,444	73.33
	15.57	26.09		0.85		1.18		1.73		1,646,617	54.87	(e)
	12.66	13.77		1.23		1.31		2.33		848,026	102.89
	11.43	4.03		1.30		1.30		2.45		898,508	22.87
	14.15	7.32	(d)	0.80	(d)	0.91	(d)	0.53	(d)	16,298	61.87	(d)
	14.28	(2.10	)	1.60		1.82		1.04		19,756	57.79
	16.82	12.43		1.60		1.82		0.85		33,641	73.33
	15.44	25.14		1.60		1.93		1.00		43,235	54.87	(e)
	12.55	13.04		1.90		1.98		1.67		31,891	102.89
	11.33	3.36		1.95		1.95		1.78		39,643	22.87
	14.13	7.29	(d)	0.80	(d)	0.91	(d)	0.54	(d)	262,864	61.87	(d)
	14.27	(2.03	)	1.60		1.82		1.06		245,055	57.79
	16.81	12.42		1.59		1.81		0.87		272,167	73.33
	15.44	25.14		1.60		1.91		0.97		232,350	54.87	(e)
	12.57	13.06		1.88		1.98		1.67		61,096	102.89
	11.35	3.39		1.94		1.95		1.82		57,695	22.87
	14.28	7.76	(d)	0.35	(d)	0.46	(d)	0.99	(d)	126,696	61.87	(d)
	14.41	(1.20	)	0.70		0.92		1.95		99,737	57.79
	16.96	13.46		0.70		0.92		1.77		123,836	73.33
	15.56	26.31		0.70		1.02		1.86		96,398	54.87	(e)
	12.65	13.97		0.98		1.08		2.57		14,857	102.89
	11.43	4.39		1.05		1.06		2.70		8,251	22.87
	14.41	7.89	(d)	0.30	(d)	0.41	(d)	1.03	(d)	15,292	61.87	(d)
	14.52	(1.09	)	0.60		0.82		2.05		15,507	57.79
	17.07	13.54		0.60		0.82		1.89		17,061	73.33
	15.66	26.41		0.60		0.92		2.06		34,361	54.87	(e)
	12.73	14.08		0.97		0.98		2.54		3,497	102.89
	11.50	4.37		0.95		0.95		2.72		100,317	22.87
	14.35	7.61	(d)	0.53	(d)	0.63	(d)	0.81	(d)	1,871	61.87	(d)
	14.47	(1.56	)	1.05		1.27		1.60		1,834	57.79
	17.02	13.03		1.05		1.27		1.42		2,714	73.33
	15.62	25.81		1.05		1.38		1.55		2,355	54.87	(e)
	12.70	13.60		1.35		1.43		2.22		1,638	102.89
	11.46	4.00		1.40		1.41		2.35		1,910	22.87

See Notes to Financial Statements. 25

Financial Highlights (continued)

CALIBRATED DIVIDEND GROWTH FUND

			Per Share Operating Performance:
			Investment operations:									Distributions to shareholders from:
	Net asset value, beginning of period			Net invest- ment income(a)		Net realized and unrealized gain (loss)			Total from invest- ment opera- tions			Net investment income			Net realized gain			Total distri- butions
Class R2
5/31/2016(c)		$14.52			$0.10		$0.88			$0.98			$(0.10	)		$(1.00	)		$(1.10	)
11/30/2015		17.05			0.21		(0.46	)		(0.25	)		(0.19	)		(2.09	)		(2.28	)
11/30/2014		15.65			0.20		1.75			1.95			(0.19	)		(0.36	)		(0.55	)
11/30/2013		12.73			0.23		2.98			3.21			(0.29	)		–			(0.29	)
11/30/2012		11.49			0.26		1.28			1.54			(0.30	)		–			(0.30	)
11/30/2011		11.31			0.28		0.15			0.43			(0.25	)		–			(0.25	)
Class R3
5/31/2016(c)		14.36			0.11		0.87			0.98			(0.11	)		(1.00	)		(1.11	)
11/30/2015		16.91			0.23		(0.46	)		(0.23	)		(0.23	)		(2.09	)		(2.32	)
11/30/2014		15.52			0.22		1.74			1.96			(0.21	)		(0.36	)		(0.57	)
11/30/2013		12.62			0.22		2.98			3.20			(0.30	)		–			(0.30	)
11/30/2012		11.40			0.26		1.27			1.53			(0.31	)		–			(0.31	)
11/30/2011		11.24			0.28		0.15			0.43			(0.27	)		–			(0.27	)
Class R4
5/31/2016(c)		14.42			0.13		0.87			1.00			(0.12	)		(1.00	)		(1.12	)
6/30/2015 to 11/30/2015(f)		14.37			0.11		0.01	(g)		0.12			(0.07	)		–			(0.07	)
Class R5
5/31/2016(c)		14.52			0.15		0.87			1.02			(0.14	)		(1.00	)		(1.14	)
6/30/2015 to 11/30/2015(f)		14.46			0.13		0.01	(g)		0.14			(0.08	)		–			(0.08	)
Class R6
5/31/2016(c)		14.52			0.15		0.88			1.03			(0.14	)		(1.00	)		(1.14	)
6/30/2015 to 11/30/2015(f)		14.46			0.13		0.01	(g)		0.14			(0.08	)		–			(0.08	)

(a)	Calculated using average shares outstanding during the period.
(b)	Total return for classes A, B and C does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for all other classes assumes the reinvestment of all distributions.
(c)	Unaudited.
(d)	Not annualized.
(e)	Excludes purchases and sales of securities in connection with the acquisition of Lord Abbett Classic Stock Fund on November 22, 2013.
(f)	Commenced on June 30, 2015.
(g)	The per share amount does not represent the net realized and unrealized gain (loss) as presented on the Statements of Operations for the period due to the timing of sales of Fund shares and the amount of per share realized and unrealized gains and losses at such time.
(h)	Annualized.

26 See Notes to Financial Statements.

					Ratios to average net assets:									Supplemental Data:
Net asset value, end of period		Total return(b) (%)			Total expenses after waivers and/or reimbursements (%)			Total expenses (%)			Net invest- ment income (%)			Net assets, end of period (000)		Portfolio turnover rate (%)
	$14.40		7.51	(d)		0.60	(d)		0.71	(d)		0.74	(d)	$	1,002		61.87	(d)
	14.52		(1.69	)		1.20			1.42			1.44			1,108		57.79
	17.05		12.86			1.20			1.42			1.26			1,940		73.33
	15.65		25.64			1.20			1.52			1.57			2,442		54.87	(e)
	12.73		13.46			1.46			1.55			2.10			112		102.89
	11.49		3.90			1.54			1.55			2.43			103		22.87
	14.23		7.58	(d)		0.54	(d)		0.65	(d)		0.80	(d)		22,500		61.87	(d)
	14.36		(1.57	)		1.08			1.30			1.57			22,189		57.79
	16.91		13.05			1.09			1.31			1.38			23,187		73.33
	15.52		25.79			1.10			1.42			1.57			21,587		54.87	(e)
	12.62		13.57			1.38			1.48			2.15			3,980		102.89
	11.40		3.91			1.45			1.45			2.35			3,135		22.87
	14.30		7.74	(d)		0.40	(d)		0.51	(d)		0.92	(d)		80		61.87	(d)
	14.42		0.85	(d)		0.85	(h)		1.07	(h)		1.85	(h)		10		57.79
	14.40		7.82	(d)		0.30	(d)		0.40	(d)		1.08	(d)		89		61.87	(d)
	14.52		0.98	(d)	��	0.60	(h)		0.82	(h)		2.11	(h)		10		57.79
	14.41		7.90	(d)		0.24	(d)		0.33	(d)		1.11	(d)		11		61.87	(d)
	14.52		0.98	(d)		0.49	(h)		0.70	(h)		2.22	(h)		10		57.79

See Notes to Financial Statements. 27

Financial Highlights (continued)

GROWTH OPPORTUNITIES FUND

			Per Share Operating Performance:
			Investment operations:									Distributions to shareholders from:
	Net asset value, beginning of  period		Net investment income (loss)(a)			Net realized and unrealized gain (loss)			Total from investment operations			Net realized gain			Net asset value, end of period
Class A
5/31/2016(c)		$21.48		$(0.04	)		$(0.18	)		$(0.22	)		$(2.54	)	$	18.72
11/30/2015		23.75		(0.10	)		1.09			0.99			(3.26	)		21.48
11/30/2014		25.70		(0.09	)		2.40			2.31			(4.26	)		23.75
11/30/2013		19.16		(0.12	)		6.66			6.54			–	(e)		25.70
11/30/2012		21.30		(0.09	)		1.12			1.03			(3.17	)		19.16
11/30/2011		21.44		(0.14	)		–			(0.14	)		–			21.30
Class B
5/31/2016(c)		17.49		(0.09	)		(0.17	)		(0.26	)		(2.54	)		14.69
11/30/2015		20.06		(0.21	)		0.90			0.69			(3.26	)		17.49
11/30/2014		22.50		(0.22	)		2.04			1.82			(4.26	)		20.06
11/30/2013		16.88		(0.22	)		5.84			5.62			–	(e)		22.50
11/30/2012		19.27		(0.19	)		0.97			0.78			(3.17	)		16.88
11/30/2011		19.52		(0.26	)		0.01			(0.25	)		–			19.27
Class C
5/31/2016(c)		17.48		(0.09	)		(0.16	)		(0.25	)		(2.54	)		14.69
11/30/2015		20.06		(0.21	)		0.89			0.68			(3.26	)		17.48
11/30/2014		22.49		(0.21	)		2.04			1.83			(4.26	)		20.06
11/30/2013		16.87		(0.23	)		5.85			5.62			–	(e)		22.49
11/30/2012		19.26		(0.19	)		0.97			0.78			(3.17	)		16.87
11/30/2011		19.51		(0.26	)		0.01			(0.25	)		–			19.26
Class F
5/31/2016(c)		22.08		(0.03	)		(0.18	)		(0.21	)		(2.54	)		19.33
11/30/2015		24.29		(0.07	)		1.12			1.05			(3.26	)		22.08
11/30/2014		26.15		(0.06	)		2.46			2.40			(4.26	)		24.29
11/30/2013		19.44		(0.06	)		6.77			6.71			–	(e)		26.15
11/30/2012		21.52		(0.04	)		1.13			1.09			(3.17	)		19.44
11/30/2011		21.61		(0.09	)		–			(0.09	)		–			21.52
Class I
5/31/2016(c)		23.63		(0.02	)		(0.19	)		(0.21	)		(2.54	)		20.88
11/30/2015		25.75		(0.05	)		1.19			1.14			(3.26	)		23.63
11/30/2014		27.45		(0.04	)		2.60			2.56			(4.26	)		25.75
11/30/2013		20.38		(0.04	)		7.11			7.07			–	(e)		27.45
11/30/2012		22.38		(0.04	)		1.21			1.17			(3.17	)		20.38
11/30/2011		22.45		(0.07	)		–			(0.07	)		–			22.38
Class P
5/31/2016(c)		21.15		(0.06	)		(0.18	)		(0.24	)		(2.54	)		18.37
11/30/2015		23.48		(0.14	)		1.07			0.93			(3.26	)		21.15
11/30/2014		25.49		(0.13	)		2.38			2.25			(4.26	)		23.48
11/30/2013		19.02		(0.13	)		6.60			6.47			–	(e)		25.49
11/30/2012		21.19		(0.11	)		1.11			1.00			(3.17	)		19.02
11/30/2011		21.35		(0.17	)		0.01			(0.16	)		–			21.19

28 See Notes to Financial Statements.

			Ratios to Average Net Assets:									Supplemental Data:
Total return(b) (%)			Total expenses after waivers and/or reimbursements (%)			Total expenses (%)			Net investment income (loss) (%)			Net assets, end of period (000)		Portfolio turnover rate (%)
	(0.63	)(d)		0.65	(d)		0.65	(d)		(0.24	)(d)	$	390,742		36.22	(d)
	4.78			1.28			1.28			(0.46	)		409,626		96.81
	10.41			1.31			1.31			(0.41	)		419,614		207.44
	34.16			1.40			1.40			(0.51	)		428,573		118.03
	6.96			1.42			1.44			(0.48	)		351,427		145.62
	(0.65	)		1.45			1.46			(0.64	)		389,211		121.66
	(1.06	)(d)		1.02	(d)		1.02	(d)		(0.61	)(d)		4,456		36.22	(d)
	4.05			2.02			2.02			(1.20	)		6,691		96.81
	9.57			2.03			2.03			(1.12	)		11,184		207.44
	33.40			2.05			2.05			(1.12	)		16,020		118.03
	6.22			2.07			2.09			(1.14	)		18,614		145.62
	(1.28	)		2.09			2.11			(1.27	)		29,129		121.66
	(0.99	)(d)		1.02	(d)		1.02	(d)		(0.61	)(d)		56,294		36.22	(d)
	4.00			2.02			2.02			(1.20	)		61,670		96.81
	9.63			2.02			2.02			(1.11	)		62,897		207.44
	33.34			2.04			2.04			(1.15	)		62,815		118.03
	6.28			2.06			2.08			(1.12	)		51,427		145.62
	(1.28	)		2.06			2.08			(1.25	)		58,336		121.66
	(0.56	)(d)		0.57	(d)		0.57	(d)		(0.16	)(d)		20,865		36.22	(d)
	4.95			1.13			1.13			(0.31	)		21,956		96.81
	10.60			1.13			1.13			(0.24	)		20,503		207.44
	34.54			1.15			1.15			(0.27	)		17,739		118.03
	7.20			1.17			1.19			(0.23	)		13,652		145.62
	(0.42	)		1.20			1.22			(0.41	)		14,594		121.66
	(0.52	)(d)		0.52	(d)		0.52	(d)		(0.11	)(d)		100,527		36.22	(d)
	5.07			1.03			1.03			(0.19	)		101,063		96.81
	10.70			1.03			1.03			(0.16	)		200,573		207.44
	34.67			1.06			1.06			(0.16	)		99,819		118.03
	7.29			1.07			1.09			(0.18	)		78,051		145.62
	(0.31	)		1.10			1.12			(0.30	)		61,928		121.66
	(0.75	)(d)		0.75	(d)		0.75	(d)		(0.33	)(d)		2,606		36.22	(d)
	4.56			1.48			1.48			(0.66	)		3,998		96.81
	10.23			1.48			1.48			(0.58	)		4,521		207.44
	34.04			1.51			1.51			(0.57	)		4,723		118.03
	6.83			1.53			1.54			(0.60	)		5,017		145.62
	(0.75	)		1.55			1.57			(0.74	)		8,074		121.66

See Notes to Financial Statements. 29

Financial Highlights (continued)

GROWTH OPPORTUNITIES FUND

			Per Share Operating Performance:
												Distributions to
												shareholders
			Investment operations:									from:
	Net asset		Net			Net									Net asset
	value,		investment			realized and			Total from			Net			value,
	beginning of		income			unrealized			investment			realized			end of
	period		(loss)(a)			gain (loss)			operations			gain			period
Class R2
5/31/2016(c)		$ 20.83		$ (0.07	)		$ (0.18	)		$ (0.25	)		$ (2.54	)		$ 18.04
11/30/2015		23.20		(0.17	)		1.06			0.89			(3.26	)		20.83
11/30/2014		25.27		(0.16	)		2.35			2.19			(4.26	)		23.20
11/30/2013		18.88		(0.16	)		6.55			6.39			–	(e)		25.27
11/30/2012		21.09		(0.14	)		1.10			0.96			(3.17	)		18.88
11/30/2011		21.28		(0.21	)		0.02			(0.19	)		–			21.09
Class R3
5/31/2016(c)		21.11		(0.06	)		(0.19	)		(0.25	)		(2.54	)		18.32
11/30/2015		23.44		(0.15	)		1.08			0.93			(3.26	)		21.11
11/30/2014		25.47		(0.14	)		2.37			2.23			(4.26	)		23.44
11/30/2013		19.01		(0.15	)		6.61			6.46			–	(e)		25.47
11/30/2012		21.19		(0.12	)		1.11			0.99			(3.17	)		19.01
11/30/2011		21.36		(0.18	)		0.01			(0.17	)		–			21.19
Class R4
5/31/2016(c)		21.48		(0.04	)		(0.18	)		(0.22	)		(2.54	)		18.72
6/30/2015 to 11/30/2015(f)		22.27		(0.04	)		(0.75	)(g)		(0.79	)		–			21.48
Class R5
5/31/2016(c)		23.64		(0.02	)		(0.19	)		(0.21	)		(2.54	)		20.89
6/30/2015 to 11/30/2015(f)		24.48		(0.02	)		(0.82	)(g)		(0.84	)		–			23.64
Class R6
5/31/2016(c)		23.65		–			(0.19	)		(0.19	)		(2.54	)		20.92
6/30/2015 to 11/30/2015(f)		24.48		(0.01	)		(0.82	)(g)		(0.83	)		–			23.65

(a)	Calculated using average shares outstanding during the period.
(b)	Total return for classes A, B and C does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for all other classes assumes the reinvestment of all distributions.
(c)	Unaudited.
(d)	Not annualized.
(e)	Amount less than $0.01.
(f)	Commenced on June 30, 2015.
(g)	The per share amount does not represent the net realized and unrealized gain (loss) as presented on the Statements of Operations for the period due to the timing of sales of Fund shares and the amount of per share realized and unrealized gains and losses at such time.
(h)	Annualized.

30 See Notes to Financial Statements.

			Ratios to Average Net Assets:									Supplemental Data:
			Total expenses
			after						Net			Net assets,		Portfolio
Total			waivers and/or			Total			investment			end of		turnover
return(b)			reimbursements			expenses			loss			period		rate
(%)			(%)			(%)			(%)			(000)		(%)
	(0.81	)(d)		0.82	(d)		0.82	(d)		(0.41	)(d)	$	1,086		36.22	(d)
	4.42			1.63			1.63			(0.80	)		941		96.81
	10.06			1.63			1.63			(0.72	)		1,063		207.44
	33.87			1.66			1.66			(0.73	)		1,436		118.03
	6.70			1.67			1.69			(0.74	)		1,515		145.62
	(0.94	)		1.70			1.72			(0.92	)		1,505		121.66
	(0.80	)(d)		0.77	(d)		0.77	(d)		(0.36	)(d)		25,842		36.22	(d)
	4.56			1.52			1.52			(0.71	)		28,251		96.81
	10.15			1.53			1.53			(0.62	)		29,999		207.44
	34.01			1.55			1.55			(0.65	)		33,301		118.03
	6.78			1.57			1.58			(0.63	)		31,535		145.62
	(0.80	)		1.59			1.61			(0.81	)		26,291		121.66
	(0.63	)(d)		0.64	(d)		0.64	(d)		(0.22	)(d)		30		36.22	(d)
	(3.55	)(d)		1.25	(h)		1.25	(h)		(0.49	)(h)		10		96.81
	(0.52	)(d)		0.50	(d)		0.50	(d)		(0.09	)(d)		10		36.22	(d)
	(3.43	)(d)		1.00	(h)		1.00	(h)		(0.24	)(h)		10		96.81
	(0.43	)(d)		0.43	(d)		0.43	(d)		(0.02	)(d)		50		36.22	(d)
	(3.39	)(d)		0.86	(h)		0.86	(h)		(0.10	)(h)		10		96.81

See Notes to Financial Statements. 31

Financial Highlights (continued)

SMALL CAP VALUE FUND

			Per Share Operating Performance:
													Distributions to
			Investment operations:										shareholders from:
										Total
				Net			Net			from
	Net asset			invest-			realized			invest-
	value,			ment			and			ment			Net			Net			Total
	beginning			income			unrealized			opera-			investment			realized			distri-
	of period			(loss)(a)			gain (loss)			tions			income			gain			butions
Class A
5/31/2016(c)		$ 27.17			$ (0.01	)		$ (0.32	)		$ (0.33	)	$	–			$ (5.06	)		$ (5.06	)
11/30/2015		33.61			(0.04	)		1.33			1.29			–			(7.73	)		(7.73	)
11/30/2014		42.09			(0.01	)		0.94			0.93			–			(9.41	)		(9.41	)
11/30/2013		32.24			0.02			10.81			10.83			(0.24	)		(0.74	)		(0.98	)
11/30/2012		29.68			0.18			2.38			2.56			–			–			–
11/30/2011		28.93			(0.07	)		0.82			0.75			–	(e)		–			–	(e)
Class B
5/31/2016(c)		20.11			(0.06	)		(0.33	)		(0.39	)		–			(5.06	)		(5.06	)
11/30/2015		27.02			(0.19	)		1.01			0.82			–			(7.73	)		(7.73	)
11/30/2014		35.87			(0.20	)		0.76			0.56			–			(9.41	)		(9.41	)
11/30/2013		27.57			(0.19	)		9.23			9.04			–			(0.74	)		(0.74	)
11/30/2012		25.56			(0.04	)		2.05			2.01			–			–			–
11/30/2011		25.09			(0.25	)		0.72			0.47			–			–			–
Class C
5/31/2016(c)		20.13			(0.06	)		(0.33	)		(0.39	)		–			(5.06	)		(5.06	)
11/30/2015		27.04			(0.18	)		1.00			0.82			–	(e)		(7.73	)		(7.73	)
11/30/2014		35.89			(0.19	)		0.75			0.56			–			(9.41	)		(9.41	)
11/30/2013		27.63			(0.21	)		9.26			9.05			(0.05	)		(0.74	)		(0.79	)
11/30/2012		25.61			(0.03	)		2.05			2.02			–			–			–
11/30/2011		25.14			(0.24	)		0.71			0.47			–			–			–
Class F
5/31/2016(c)		27.20			0.01			(0.32	)		(0.31	)		–			(5.06	)		(5.06	)
11/30/2015		33.66			–	(e)		1.33			1.33			(0.06	)		(7.73	)		(7.79	)
11/30/2014		42.10			0.07			0.92			0.99			(0.02	)		(9.41	)		(9.43	)
11/30/2013	��	32.36			0.09			10.81			10.90			(0.32	)		(0.74	)		(1.06	)
11/30/2012		29.64			0.26			2.36			2.62			–			–			–
11/30/2011		28.90			–	(e)		0.80			0.80			(0.06	)		–			(0.06	)
Class I
5/31/2016(c)		30.13			0.02			(0.32	)		(0.30	)		–			(5.06	)		(5.06	)
11/30/2015		36.46			0.03			1.47			1.50			(0.10	)		(7.73	)		(7.83	)
11/30/2014		44.83			0.10			1.01			1.11			(0.07	)		(9.41	)		(9.48	)
11/30/2013		34.28			0.14			11.49			11.63			(0.34	)		(0.74	)		(1.08	)
11/30/2012		31.46			0.30			2.52			2.82			–			–			–
11/30/2011		30.67			0.03			0.85			0.88			(0.09	)		–			(0.09	)
Class P
5/31/2016(c)		26.43			(0.03	)		(0.33	)		(0.36	)		–			(5.06	)		(5.06	)
11/30/2015		32.95			(0.10	)		1.31			1.21			–			(7.73	)		(7.73	)
11/30/2014		41.50			(0.06	)		0.92			0.86			–			(9.41	)		(9.41	)
11/30/2013		31.79			(0.03	)		10.66			10.63			(0.18	)		(0.74	)		(0.92	)
11/30/2012		29.31			0.13			2.35			2.48			–			–			–
11/30/2011		28.62			(0.11	)		0.80			0.69			–			–			–

32 See Notes to Financial Statements.

					Ratios to average net assets:							Supplemental Data:
Net									Net			Net
asset									invest-			assets,		Portfolio
value,		Total				Total			ment			end of		turnover
end of		return(b)				expenses			income (loss)			period		rate
period		(%)				(%)			(%)			(000)		(%)
	$ 21.78		0.01	(d)			0.62	(d)		(0.03	)(d)	$	389,776		21.60	(d)
	27.17		4.76				1.21			(0.15	)		456,843		43.70
	33.61		2.79				1.24			(0.02	)		732,067		30.70
	42.09		34.52				1.23			0.05			1,253,920		71.13
	32.24		8.63				1.23			0.57			1,247,956		28.91
	29.68		2.60				1.23			(0.22	)		1,470,064		41.95
	14.66		(0.37	)(d)			0.99	(d)		(0.41	)(d)		1,183		21.60	(d)
	20.11		3.97				1.97			(0.92	)		1,827		43.70
	27.02		2.06				1.95			(0.73	)		3,280		30.70
	35.87		33.64				1.92			(0.61	)		4,938		71.13
	27.57		7.82				1.93			(0.15	)		6,406		28.91
	25.56		1.87				1.92			(0.91	)		9,612		41.95
	14.68		(0.37	)(d)			0.99	(d)		(0.40	)(d)		31,121		21.60	(d)
	20.13		3.97				1.96			(0.91	)		35,312		43.70
	27.04		2.09				1.94			(0.72	)		40,536		30.70
	35.89		33.56				1.93			(0.65	)		44,246		71.13
	27.63		7.89				1.92			(0.12	)		37,988		28.91
	25.61		1.87				1.92			(0.90	)		41,597		41.95
	21.83		0.10	(d)			0.54	(d)		0.05	(d)		19,418		21.60	(d)
	27.20		4.90				1.06			(0.01	)		24,246		43.70
	33.66		2.96				1.04			0.20			30,238		30.70
	42.10		34.81				1.03			0.24			46,280		71.13
	32.26		8.84				1.03			0.83			52,084		28.91
	29.64		2.76				1.04			0.01			32,597		41.95
	24.77		0.13	(d)			0.49	(d)		0.10	(d)		646,417		21.60	(d)
	30.13		5.01				0.96			0.09			736,890		43.70
	36.46		3.08				0.95			0.27			1,000,533		30.70
	44.83		34.93				0.93			0.35			1,923,378		71.13
	34.28		8.96				0.93			0.88			1,862,546		28.91
	31.46		2.84				0.93			0.09			1,855,748		41.95
	21.01		(0.13	)(d)			0.72	(d)		(0.13	)(d)		44,732		21.60	(d)
	26.43		4.57				1.42			(0.36	)		58,957		43.70
	32.95		2.62				1.40			(0.18	)		100,846		30.70
	41.50		34.32				1.38			(0.09	)		174,584		71.13
	31.79		8.46				1.38			0.42			192,603		28.91
	29.31		2.41				1.38			(0.37	)		231,655		41.95

See Notes to Financial Statements. 33

Financial Highlights (concluded)

SMALL CAP VALUE FUND

			Per Share Operating Performance:
												Distributions to
			Investment operations:									shareholders from:
									Total
			Net			Net			from
	Net asset		invest-			realized			invest-
	value,		ment			and			ment			Net			Net			Total
	beginning		income			unrealized			opera-			investment			realized			distri-
	of period		(loss)(a)			gain (loss)			tions			income			gain			butions
Class R2
5/31/2016(c)		$26.33	$	(0.04	)		$(0.32	)	$	(0.36	)	$	–		$	(5.06	)	$	(5.06	)
11/30/2015		32.90		(0.14	)		1.30			1.16			–			(7.73	)		(7.73	)
11/30/2014		41.51		(0.11	)		0.91			0.80			–			(9.41	)		(9.41	)
11/30/2013		31.81		0.01			10.57			10.58			(0.14	)		(0.74	)		(0.88	)
11/30/2012		29.37		0.09			2.35			2.44			–			–			–
11/30/2011		28.72		(0.11	)		0.76			0.65			–			–			–
Class R3
5/31/2016(c)		26.51		(0.03	)		(0.32	)		(0.35	)		–			(5.06	)		(5.06	)
11/30/2015		33.04		(0.10	)		1.30			1.20			–			(7.73	)		(7.73	)
11/30/2014		41.60		(0.06	)		0.91			0.85			–			(9.41	)		(9.41	)
11/30/2013		31.85		(0.05	)		10.70			10.65			(0.16	)		(0.74	)		(0.90	)
11/30/2012		29.38		0.12			2.35			2.47			–			–			–
11/30/2011		28.69		(0.11	)		0.80			0.69			–			–			–
Class R4
5/31/2016(c)		27.17		(0.01	)		(0.32	)		(0.33	)		–			(5.06	)		(5.06	)
6/30/2015 to 11/30/2015(f)		27.41		(0.03	)		(0.21	)(g)		(0.24	)		–			–			–
Class R5
5/31/2016(c)		30.14		0.03			(0.33	)		(0.30	)		–			(5.06	)		(5.06	)
6/30/2015 to 11/30/2015(f)		30.37		–	(e)		(0.23	)(g)		(0.23	)		–			–			–
Class R6
5/31/2016(c)		30.15		0.04			(0.32	)		(0.28	)		–			(5.06	)		(5.06	)
6/30/2015 to 11/30/2015(f)		30.37		0.01			(0.23	)(g)		(0.22	)		–			–			–

(a)	Calculated using average shares outstanding during the period.
(b)	Total return for classes A, B and C does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for all other classes assumes the reinvestment of all distributions.
(c)	Unaudited.
(d)	Not annualized.
(e)	Amount less than $0.01.
(f)	Commenced on June 30, 2015.
(g)	The per share amount does not represent the net realized and unrealized gain (loss) as presented on the Statements of Operations for the period due to the timing of sales of Fund shares and the amount of per share realized and unrealized gains and losses at such time.
(h)	Annualized.

34 See Notes to Financial Statements.

					Ratios to average net assets:						Supplemental Data:
Net								Net			Net
asset								invest-			assets,		Portfolio
value,		Total			Total			ment			end of		turnover
end of		return(b)			expenses			income (loss)			period		rate
period		(%)			(%)			(%)			(000)		(%)
$	20.91		(0.13	)(d)		0.79	(d)		(0.18	)(d)	$	178		21.60	(d)
	26.33		4.38			1.56			(0.55	)		288		43.70
	32.90		2.44			1.56			(0.35	)		154		30.70
	41.51		34.08			1.53			0.04			268		71.13
	31.81		8.31			1.53			0.28			6,910		28.91
	29.37		2.26			1.56			(0.38	)		7,205		41.95
	21.10		(0.08	)(d)		0.72	(d)		(0.13	)(d)		6,952		21.60	(d)
	26.51		4.52			1.44			(0.39	)		6,395		43.70
	33.04		2.59			1.42			(0.19	)		8,266		30.70
	41.60		34.30			1.42			(0.14	)		12,162		71.13
	31.85		8.41			1.42			0.39			11,635		28.91
	29.38		2.41			1.42			(0.37	)		10,907		41.95
	21.78		0.01	(d)		0.59	(d)		(0.04	)(d)		22		21.60	(d)
	27.17		(0.88	)(d)		1.16	(h)		(0.23	)(h)		10		43.70
	24.78		0.13	(d)		0.47	(d)		0.12	(d)		10		21.60	(d)
	30.14		(0.76	)(d)		0.90	(h)		0.02	(h)		10		43.70
	24.81		0.21	(d)		0.42	(d)		0.19	(d)		27,116		21.60	(d)
	30.15		(0.72	)(d)		0.83	(h)		0.09	(h)		10		43.70

See Notes to Financial Statements. 35

Notes to Financial Statements (unaudited)

1. ORGANIZATION  

Lord Abbett Research Fund, Inc. (the “Company”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company and was incorporated under Maryland law on April 6, 1992. The Company consists of the following three funds (separately, a “Fund” and collectively, the “Funds”) and their respective classes: Lord Abbett Calibrated Dividend Growth Fund (“Calibrated Dividend Growth Fund”), Lord Abbett Growth Opportunities Fund (“Growth Opportunities Fund”) and Lord Abbett Small-Cap Value Series (“Small Cap Value Fund”).

Calibrated Dividend Growth Fund’s investment objective is to seek current income and capital appreciation. Growth Opportunities Fund’s investment objective is capital appreciation. Small Cap Value Fund’s investment objective is long-term capital appreciation. Each Fund has eleven classes of shares: Class A, B, C, F, I, P, R2, R3, R4, R5 and R6, each with different expenses and dividends. Classes R4, R5 and R6 shares commenced on June 30, 2015. A front-end sales charge is normally added to the net asset value (“NAV”) for Class A shares. There is no front-end sales charge in the case of Class B, C, F, I, P, R2, R3, R4, R5 and R6 shares, although there may be a contingent deferred sales charge (“CDSC”) in certain cases as follows: Class A shares purchased without a sales charge and redeemed before the first day of the month in which the one-year anniversary of the purchase falls (subject to certain exceptions as set forth in each Fund’s prospectus); Class B shares redeemed before the sixth anniversary of purchase; and Class C shares redeemed before the first anniversary of purchase. Class B shares will automatically convert to Class A shares on the 25th day of the month (or, if the 25th day is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted. The Funds no longer issue Class B shares for purchase. The Funds’ Class P shares are closed to substantially all investors, with certain exceptions as set forth in the Funds’ prospectus.

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Each Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies.

2. SIGNIFICANT ACCOUNTING POLICIES  

(a)

Investment Valuation–Under procedures approved by the Funds’ Board of Directors (the “Board”), Lord, Abbett & Co. LLC (“Lord Abbett”), the Funds’ investment manager, has formed a Pricing Committee to administer the pricing and valuation of portfolio investments and to ensure that prices utilized reasonably reflect fair value. Among other things, these procedures allow the Funds to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.

Securities actively traded on any recognized U.S. or non-U.S. exchange or on The NASDAQ Stock Market LLC are valued at the last sale price or official closing price on the exchange or system on which they are principally traded. Events occurring after the close of trading on non-U.S. exchanges may result in adjustments to the valuation of foreign securities to reflect their fair value as of the close of regular trading on the New York Stock Exchange. Each Fund

36

Notes to Financial Statements (unaudited)(continued)

	may utilize an independent fair valuation service in adjusting the valuations of foreign securities. Unlisted equity securities are valued at the last quoted sale price or, if no sale price is available, at the mean between the most recently quoted bid and asked prices. Exchange traded options and futures contracts are valued at the last sale price in the market where they are principally traded. If no sale has occurred, the mean between the most recently quoted bid and asked prices is used.
	Securities for which prices are not readily available are valued at fair value as determined by the Pricing Committee. The Pricing Committee considers a number of factors, including observable and unobservable inputs, when arriving at fair value. The Pricing Committee may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information to determine the fair value of portfolio investments. The Board or a designated committee thereof regularly reviews fair value determinations made by the Pricing Committee and employs techniques such as reviewing related market activity, reviewing inputs and assumptions, and retrospectively comparing prices of subsequent purchases and sales transactions to fair value determinations made by the Pricing Committee.
	Short-term securities with 60 days or less remaining to maturity are valued using the amortized cost method, which approximates fair value.
(b)	Security Transactions–Security transactions are recorded as of the date that the securities are purchased or sold (trade date). Realized gains and losses on sales of portfolio securities are calculated using the identified-cost method. Realized and unrealized gains (losses) are allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day.
(c)	Investment Income–Dividend income is recorded on the ex- dividend date. Interest income is recorded on the accrual basis as earned. Discounts are accreted and premiums are amortized using the effective interest method and are included in Interest and other income on the Statements of Operations. Withholding taxes on foreign dividends have been provided for in accordance with the applicable country’s tax rules and rates. Investment income is allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day.
(d)	Income Taxes–It is the policy of each Fund to meet the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all taxable income and capital gains to its shareholders. Therefore, no income tax provision is required.
	Each Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on each Fund’s filed U.S. federal tax returns remains open for the fiscal years ended November 30, 2012 through November 30, 2015. The statutes of limitations on the Company’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.
(e)	Expenses–Expenses incurred by the Company that do not specifically relate to an individual fund are generally allocated to the funds within the Company on a pro rata basis by relative net assets. Expenses, excluding class-specific expenses, are allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day. Class A, B, C, F, P, R2, R3 and R4 shares bear their class-specific share of all expenses and fees relating to the Funds 12b-1 Distribution Plan.

37

Notes to Financial Statements (unaudited)(continued)

(f)	Foreign Transactions–The books and records of each Fund are maintained in U.S. dollars and transactions denominated in foreign currencies are recorded in each Fund’s records at the rate prevailing when earned or recorded. Asset and liability accounts that are denominated in foreign currencies are adjusted daily to reflect current exchange rates and any unrealized gain (loss) is included in Net change in unrealized appreciation/depreciation on futures contracts and translation of assets and liabilities denominated in foreign currencies in each Fund’s Statement of Operations. The resultant exchange gains and losses upon settlement of such transactions are included in Net realized gain on futures contracts and foreign currency related transactions in each Fund’s Statement of Operations. The Funds do not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the changes in market prices of the securities.
	The Funds use foreign currency exchange contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts’ terms.
(g)	Futures Contracts–Each Fund may purchase and sell index futures contracts to manage cash, or as a substitute position in lieu of holding the underlying asset on which the instrument is based. At the time of entering into a futures transaction, an investor is required to deposit and maintain a specified amount of cash or eligible securities called “initial margin.” Subsequent payments made or received by each Fund called “variation margin” are made on a daily basis as the market price of the futures contract fluctuates. The Funds will record an unrealized gain (loss) based on the amount of variation margin. When a contract is closed, a realized gain (loss) is recorded equal to the difference between the opening and closing value of the contract.
(h)	Repurchase Agreements–Each Fund may enter into repurchase agreements with respect to securities. A repurchase agreement is a transaction in which a fund acquires a security and simultaneously commits to resell that security to the seller (a bank or securities dealer) at an agreed-upon price on an agreed-upon date. Each Fund requires at all times that the repurchase agreement be collateralized by cash, or by securities of the U.S. Government, its agencies, its instrumentalities, or U.S. Government sponsored enterprises having a value equal to, or in excess of, the value of the repurchase agreement (including accrued interest). If the seller of the agreement defaults on its obligation to repurchase the underlying securities at a time when the fair value of these securities has declined, a Fund may incur a loss upon disposition of the securities.
(i)	Fair Value Measurements–Fair value is defined as the price that each Fund would receive upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment. A three-tier hierarchy is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk–for example, the risk inherent in a particular valuation technique used to measure fair value (such as a pricing model) and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or

38

Notes to Financial Statements (unaudited)(continued)

liability. Unobservable inputs are based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

•	Level 1 –	unadjusted quoted prices in active markets for identical investments;
•	Level 2 –	other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.); and
•	Level 3 –	significant unobservable inputs (including each Fund’s own assumptions in determining the fair value of investments).

A summary of inputs used in valuing each Fund’s investments and other financial instruments as of May 31, 2016 and, if applicable, Level 1/Level 2 transfers and Level 3 rollforwards for the six months then ended is included in each Fund’s Schedule of Investments.

Changes in valuation techniques may result in transfers into or out of an assigned level within the three-tier hierarchy. All transfers between different levels within the three-tier hierarchy are deemed to have occurred as of the beginning of the reporting period. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

3. MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES  

Management Fee

The Company has a management agreement with Lord Abbett, pursuant to which Lord Abbett supplies each Fund with investment management services and executive and other personnel, provides office space and pays for ordinary and necessary office and clerical expenses relating to research and statistical work and supervision of each Fund’s investment portfolio.

The management fee is based on each Fund’s average daily net assets at the following annual rates:

Calibrated Dividend Growth Fund
First $1 billion	.65%
Next $1 billion	.60%
Over $2 billion	.55%
Growth Opportunities Fund
First $1 billion	.75%
Next $1 billion	.65%
Next $1 billion	.60%
Over $3 billion	.58%
Small Cap Value Fund
First $2 billion	.75%
Over $2 billion	.70%

For the six months ended May 31, 2016, the effective management fee, net of waivers, was based on each Fund’s average daily net assets at the following annualized rates:

	Net Effective
	Management Fee
Calibrated Dividend Growth Fund	.41%
Growth Opportunities Fund	.75%
Small Cap Value Fund	.75%

39

Notes to Financial Statements (unaudited)(continued)

In addition, Lord Abbett provides certain administrative services to each Fund pursuant to an Administrative Services Agreement in return for a fee at an annual rate of ..04% of each Fund’s average daily net assets.

For the six months ended ended May 31, 2016 and continuing through March 31, 2017, Lord Abbett has contractually agreed to waive its fees and reimburse expenses for Calibrated Dividend Growth Fund to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, to an annual rate of .60% for each class, other than class R6. For Class R6 shares, effective April 1, 2016 through March 31, 2017, Lord Abbett has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses to an annual rate of .50%. Prior to April 1, 2016, Lord Abbett had contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit Class R6 total net annual operating expenses to an annual rate of .49%. For each class, the agreement may be terminated only upon the approval of the Board.

Each Fund, along with certain other funds managed by Lord Abbett (collectively, the “Underlying Funds”), have entered into a Servicing Arrangement with certain “Fund of Funds” managed by Lord Abbett, pursuant to which each Underlying Fund pays a portion of the expenses (excluding management fees, fund administration fees and distribution and service fees) of each Fund of Funds in proportion to the average daily value of the Underlying Fund shares owned by each Fund of Funds. Amounts paid pursuant to the Servicing Arrangement, if applicable, are included in Subsidy expense on each Fund’s Statement of Operations and Payable to affiliates on each Fund’s Statement of Assets and Liabilities.

As of May 31, 2016, the percentages of Growth Opportunities Fund’s and Small Cap Value Fund’s outstanding shares owned by each Fund of Funds were as follows:

		Underlying Funds
	Growth	Small Cap
Fund of Funds	Opportunities Fund	Value Fund
Lord Abbett Alpha Strategy Fund	–	18.76%
Lord Abbett Diversified Equity Strategy Fund	5.84%	–

12b-1 Distribution Plan

Each Fund has adopted a distribution plan with respect to Class A, B, C, F, P, R2, R3 and R4 shares pursuant to Rule 12b-1 under the Act, which provides for the payment of ongoing distribution and service fees to Lord Abbett Distributor LLC (the “Distributor”), an affiliate of Lord Abbett. The following annual rates have been authorized by the Board pursuant to the plan:

Fees*	Class A	Class B	Class C	Class F	Class P	Class R2	Class R3	Class R4
Service	.25%	.25%	.25%	–	.25%	.25%	.25%	.25%
Distribution	–	.75%	.75%	.10%	.20%	.35%	.25%	–

* The Funds may designate a portion of the aggregate fee as attributable to service activities for purposes of calculating Financial Industry Regulatory Authority, Inc. (“FINRA”) sales charge limitations.

Class I, R5 and R6 shares do not have a distribution plan.

40

Notes to Financial Statements (unaudited)(continued)

Commissions

Distributor received the following commissions on sales of shares of the Funds, after concessions were paid to authorized dealers, for the six months ended May 31, 2016:

	Distributor Commissions		Dealers’ Concessions
Calibrated Dividend Growth Fund		$263,299		$1,440,224
Growth Opportunities Fund		40,017		218,768
Small Cap Value Fund		26,391		150,158

Distributor received the following amount of CDSCs for the six months ended May 31, 2016:

	Class A		Class C
Calibrated Dividend Growth Fund		$4,813		$6,910
Growth Opportunities Fund		2,315		2,331
Small Cap Value Fund		75		533

Two Directors and certain of the Fund’s officers have an interest in Lord Abbett.

4. DISTRIBUTIONS AND CAPITAL LOSS CARRYFORWARDS  

Dividends from net investment income, if any, are declared and paid at least quarterly for Calibrated Dividend Growth Fund and annually for Growth Opportunities Fund and Small Cap Value Fund. Taxable net realized gains from investment transactions, reduced by allowable capital loss carryforwards, if any, are declared and distributed to shareholders at least annually. The capital loss carryforward amount, if any, is available to offset future net capital gains. Dividends and distributions to shareholders are recorded on the ex-dividend date. The amounts of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These book/tax differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the components of net assets based on their federal tax basis treatment; temporary differences do not require reclassification. Dividends and distributions, which exceed earnings and profits for tax purposes, are reported as a tax return of capital.

The tax character of distributions paid during the six months ended May 31, 2016 and fiscal year ended November 30, 2015 was as follows:

	Calibrated Dividend Growth Fund						Growth Opportunities Fund
	Six Months Ended						Six Months Ended
	5/31/2016			Year Ended			5/31/2016			Year Ended
	(unaudited)			11/30/2015			(unaudited)			11/30/2015
Distributions paid from:
Ordinary income		$	62,162,773		$	98,318,814		$	18,124,167		$	24,867,023
Net long-term capital gains			83,708,409			199,490,559			57,344,164			77,585,489
Total distributions paid		$	145,871,182		$	297,809,373		$	75,468,331		$	102,452,512

41

Notes to Financial Statements (unaudited)(continued)

		Small Cap Value Fund
	Six Months Ended 5/31/2016			Year Ended
	(unaudited)			11/30/2015
Distributions paid from:
Ordinary income		$	–		$	59,212,520
Net long-term capital gains			228,988,053			361,971,753
Total distributions paid		$	228,988,053		$	421,184,273

As of May 31, 2016, the aggregate unrealized security gains and losses based on cost for U.S. federal income tax purposes were as follows:

					Growth
	Calibrated Dividend				Opportunities				Small Cap
	Growth Fund				Fund				Value Fund
Tax cost		$	1,879,816,379			$	515,869,583			$	881,340,167
Gross unrealized gain			194,829,398				100,161,303				298,384,778
Gross unrealized loss			(59,435,496	)			(11,925,488	)			(16,793,988	)
Net unrealized security gain		$	135,393,902			$	88,235,815			$	281,590,790

The difference between book-basis and tax-basis unrealized gains (losses) is attributable to the tax treatment of certain securities and wash sales.

5. PORTFOLIO SECURITIES TRANSACTIONS  

Purchases and sales of investment securities (excluding short-term investments) for the six months ended May 31, 2016 were as follows:

	Purchases		Sales
Calibrated Dividend Growth Fund	$	626,366,329	$	636,393,900
Growth Opportunities Fund		214,540,396		238,906,682
Small Cap Value Fund		252,030,010		392,483,169

There were no purchases or sales of U.S. Government securities for the six months ended May 31, 2016.

6. DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES  

Calibrated Dividend Growth Fund entered into E-Mini S&P 500 Index futures contracts for the six months ended May 31, 2016 (as described in note 2(g)) to manage cash. The Fund bears the risk that the underlying index will move unexpectedly, in which case the Fund may realize a loss. There is minimal counterparty credit risk to the Fund since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees futures against default.

As of May 31, 2016, the Fund had futures contracts with unrealized appreciation of $123,596. Amounts of $414,070 and $(211,160) are included in the Statement of Operations related to futures contracts under the captions Net realized gain on futures contracts and Net change in unrealized appreciation/depreciation on futures contracts, respectively. The average number of futures contracts throughout the period was 78.

42

Notes to Financial Statements (unaudited)(continued)

7. DISCLOSURES ABOUT OFFSETTING ASSETS AND LIABILITIES  

The Financial Accounting Standards Board (“FASB”) requires disclosures intended to help better assess the effect or potential effect of offsetting arrangements on a fund’s financial position. The following tables illustrate gross and net information about recognized assets and liabilities eligible for offset in the statement of assets and liabilities; and disclose such amounts subject to an enforceable master netting agreement or similar agreement, by counterparty. A master netting agreement is an agreement between a fund and a counterparty which provides for the net settlement of amounts owed under all contracts traded under that agreement, as well as cash collateral, through a single payment by one party to the other in the event of default on or termination of any one contract. The Funds’ accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the master netting agreement does not result in an offset of reported amounts of financial assets and liabilities in the statement of assets and liabilities across transactions between the Funds and the applicable counterparty. As of June 30, 2016, Small Cap Value Fund did not have assets or liabilities subject to FASB disclosure requirements.

			Calibrated Dividend Growth Fund
				Gross Amounts			Net Amounts of
				Offset in the			Assets Presented
	Gross Amounts of			Statement of Assets			in the Statement of
Description	Recognized Assets			and Liabilities			Assets and Liabilities
Repurchase Agreement		$11,081,835			$	–		$11,081,835
Total		$11,081,835			$	–		$11,081,835

Net Amounts of

Amounts Not Offset in the Statement of Assets and Liabilities

Assets Presented

Cash

Securities

in the Statement of

Financial

Collateral

Collateral

Net

Counterparty

Assets and Liabilities

Instruments

Received(a)

Received(a)

Amount(b)

Fixed Income Clearing Corp.

$11,081,835

$

–

$

–

$(11,081,835

)

$0

Total

$11,081,835

$

–

$

–

$(11,081,835

)

$0

				Growth Opportunities Fund
			Gross Amounts			Net Amounts of
			Offset in the			Assets Presented
	Gross Amounts of		Statement of Assets			in the Statement of
Description	Recognized Assets		and Liabilities			Assets and Liabilities
Repurchase Agreement		$1,401,681		$	–		$1,401,681
Total		$1,401,681		$	–		$1,401,681

Net Amounts of

Amounts Not Offset in the Statement of Assets and Liabilities

Assets Presented

Cash

Securities

in the Statement of

Financial

Collateral

Collateral

Net

Counterparty

Assets and Liabilities

Instruments

Received(a)

Received(a)

Amount(b)

Fixed Income Clearing Corp.

$1,401,681

$

–

$

–

$(1,401,681

)

$

–

Total

$1,401,681

$

–

$

–

$(1,401,681

)

$

–

(a)	Collateral disclosed is limited to an amount not to exceed 100% of the net amount of assets (liabilities) presented in the Statements of Assets and Liabilities, for each respective counterparty.
(b)	Net amount represents the amount owed to the Fund by the counterparty as of May 31, 2016.

43

Notes to Financial Statements (unaudited)(continued)

8. DIRECTORS’ REMUNERATION  

The Company’s officers and the two Directors, who are associated with Lord Abbett, do not receive any compensation from the Company for serving in such capacities. Independent Directors’ fees are allocated among all Lord Abbett-sponsored funds based on the net assets of each fund. There is an equity-based plan available to all Independent Directors under which Independent Directors must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, Directors’ fees. The deferred amounts are treated as though equivalent dollar amounts had been invested in the funds. Such amounts and earnings accrued thereon are included in Directors’ fees on the Statements of Operations and in Directors’ fees payable on the Statements of Assets and Liabilities and are not deductible for U.S. federal income tax purposes until such amounts are paid.

9. EXPENSE REDUCTIONS  

The Company has entered into an arrangement with its transfer agent and custodian, whereby credits realized as a result of uninvested cash balances are used to reduce a portion of each Fund’s expenses.

10. LINE OF CREDIT  

The Funds and certain other funds managed by Lord Abbett (collectively, the “Participating Funds”) entered into a syndicated line of credit facility with various lenders for $550 million (the “Facility”), whereas State Street Bank and Trust Company (“SSB”) participates as a lender and as agent for the lenders. The Facility is to be used for temporary or emergency purposes as an additional source of liquidity to satisfy redemptions. The Participating Funds are subject to graduated borrowing limits of one-third of Fund assets (if Fund assets are less than $750 million), $250 million, $300 million, or $350 million based on past borrowings and likelihood of future borrowings. The Facility will continue through August 29, 2016.

During the six months ended May 31, 2016, the Funds did not utilize the Facility.

11. CUSTODIAN AND ACCOUNTING AGENT  

SSB is the Company’s custodian and accounting agent. SSB performs custodial, accounting and recordkeeping functions relating to portfolio transactions and calculating each Fund’s NAV.

12. INVESTMENT RISKS  

Each Fund is subject to the general risks and considerations associated with equity investing. The value of the Funds’ investments will fluctuate in response to movements in the equity securities markets in general and to the changing prospects of individual companies and/or sectors in which the Funds invest.

Calibrated Dividend Growth Fund invests primarily in equity securities of large and mid-sized company stocks that have a history of growing their dividends, but there is no guarantee that a company will pay a dividend. If the Fund’s fundamental research and quantitative analysis fail to produce the intended result, the Fund may suffer losses or underperform its benchmark or other funds with the same investment objective or similar strategies, even in a rising market. Large and mid-sized company stocks each may perform differently than the market as a whole and other types of stocks. This is because different types of stocks tend to shift in and out of favor depending on market and economic conditions. Mid-sized company stocks may be less able to weather economic shifts or other adverse developments than those of larger, more established companies.

44

Notes to Financial Statements (unaudited)(continued)

Growth Opportunities Fund has particular risks associated with growth stocks. Growth companies may grow faster than other companies, which may result in more volatility in their stock prices. In addition, if the Fund’s assessment of a company’s potential for growth or market conditions is wrong, it could suffer losses or produce poor performance relative to other funds, even in a rising market. The Fund invests largely in mid-sized company stocks, which may be less able to weather economic shifts or other adverse developments than those of larger, more established companies. Due to the Fund’s investment exposure to American Depositary Receipts and foreign companies and markets, the Fund may experience increased market, liquidity, currency, political, information and other risks.

Small Cap Value Fund has particular risks associated with small company value stocks. Small company value stocks may perform differently than the market as a whole and other types of stocks, such as large company stocks or growth stocks. The market may fail to recognize the intrinsic value of particular value stocks for a long time. In addition, small cap company stocks may be more volatile and less liquid than large cap company stocks. Also, if the Fund’s assessment of a company’s value or prospects for exceeding earnings expectations or market conditions is wrong, the Fund could suffer losses or produce poor performance relative to other funds, even in a rising market.

These factors can affect each Fund’s performance.

13. SUMMARY OF CAPITAL TRANSACTIONS  

Transactions in shares of capital stock were as follows:

Calibrated Dividend Growth Fund	Six Months Ended May 31, 2016 (unaudited)						Year Ended November 30, 2015
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		8,467,721		$	115,216,014			10,151,968		$	149,821,700
Converted from Class B*		200,075			2,694,735			524,416			7,641,833
Reinvestment of distributions		8,686,346			113,316,752			15,316,996			227,422,676
Shares reacquired		(11,301,534	)		(152,807,571	)		(20,091,802	)		(295,057,682	)
Increase		6,052,608		$	78,419,930			5,901,578		$	89,828,527
Class B Shares
Shares sold		22,843		$	305,969			44,353		$	653,866
Reinvestment of distributions		109,239			1,406,474			284,443			4,192,361
Shares reacquired		(161,512	)		(2,150,263	)		(415,917	)		(6,025,978	)
Converted to Class A*		(202,079	)		(2,694,735	)		(529,614	)		(7,641,833	)
Decrease		(231,509	)	$	(3,132,555	)		(616,735	)	$	(8,821,584	)
Class C Shares
Shares sold		2,562,087		$	34,670,102			3,158,542		$	46,427,064
Reinvestment of distributions		1,199,744			15,443,488			2,077,102			30,566,928
Shares reacquired		(2,333,803	)		(31,206,872	)		(4,245,568	)		(61,609,993	)
Increase		1,428,028		$	18,906,718			990,076		$	15,383,999
Class F Shares
Shares sold		3,474,109		$	48,138,813			2,609,477		$	38,695,419
Reinvestment of distributions		456,605			5,953,786			953,341			14,150,137
Shares reacquired		(1,982,649	)		(27,065,651	)		(3,942,873	)		(57,510,434	)
Increase (decrease)		1,948,065		$	27,026,948			(380,055	)	$	(4,664,878	)

45

Notes to Financial Statements (unaudited)(continued)

				Six Months Ended
				May 31, 2016							Year Ended
Calibrated Dividend Growth Fund				(unaudited			)				November 30, 2015
Class I Shares	Shares				Amount			Shares				Amount
Shares sold		162,737			$	2,192,707			371,127			$	5,569,829
Reinvestment of distributions		32,257				423,850			45,157				673,327
Shares reacquired		(201,282	)			(2,665,932	)		(347,669	)			(5,135,748	)
Increase (decrease)		(6,288	)		$	(49,375	)		68,615			$	1,107,408
Class P Shares
Shares sold		6,577			$	88,586			13,242			$	195,693
Reinvestment of distributions		10,792				141,274			24,527				366,145
Shares reacquired		(13,732	)			(188,102	)		(70,477	)			(1,046,724	)
Increase (decrease)		3,637			$	41,758			(32,708	)		$	(484,886	)
Class R2 Shares
Shares sold		14,779			$	200,694			35,322			$	520,365
Reinvestment of distributions		4,732				62,109			13,194				197,668
Shares reacquired		(26,276	)			(367,816	)		(85,939	)			(1,295,646	)
Decrease		(6,765	)		$	(105,013	)		(37,423	)		$	(577,613	)
Class R3 Shares
Shares sold		160,160			$	2,161,983			453,086			$	6,616,713
Reinvestment of distributions		130,550				1,694,251			216,769				3,206,583
Shares reacquired		(254,771	)			(3,459,693	)		(495,755	)			(7,195,953	)
Increase		35,939			$	396,541			174,100			$	2,627,343
Class R4 Shares(a)
Shares sold		4,813			$	67,814			695.89			$	10,000
Reinvestment of distributions		61				789			3.47				47
Increase		4,874			$	68,603			699.36			$	10,047
Class R5 Shares(a)
Shares sold		5,381			$	70,384			691.563			$	10,000
Reinvestment of distributions		87				1,170			3.88				453
Increase		5,468			$	71,554			695.447			$	10,053
Class R6 Shares(a)
Shares sold		–			$	–			691.563			$	10,000
Reinvestment of distributions		60.697				799			3.88				453
Increase		60.697			$	799			695.447			$	10,053
				Six Months Ended
				May 31, 2016							Year Ended
Growth Opportunities Fund				(unaudited			)				November 30, 2015
Class A Shares	Shares				Amount			Shares				Amount
Shares sold		1,414,475			$	25,437,620			2,232,400			$	48,695,601
Converted from Class B*		83,554				1,478,769			107,884				2,326,941
Reinvestment of distributions		2,563,865				46,457,241			2,682,312				55,228,791
Shares reacquired		(2,256,773	)			(40,486,070	)		(3,602,773	)			(77,603,195	)
Increase		1,805,121			$	32,887,560			1,419,823			$	28,648,138

46

Notes to Financial Statements (unaudited)(continued)

				Six Months Ended
				May 31, 2016							Year Ended
Growth Opportunities Fund				(unaudited			)				November 30, 2015
Class B Shares	Shares				Amount			Shares				Amount
Shares sold		13,988			$	204,482			18,252			$	321,496
Reinvestment of distributions		65,203				930,453			102,000				1,721,767
Shares reacquired		(52,347	)			(720,824	)		(162,990	)			(2,894,908	)
Converted to Class A*		(106,243	)			(1,478,769	)		(131,997	)			(2,326,941	)
Decrease		(79,399	)		$	(1,064,658	)		(174,735	)		$	(3,178,586	)
Class C Shares
Shares sold		372,765			$	5,327,324			662,098			$	11,677,876
Reinvestment of distributions		554,897				7,912,826			525,937				8,872,558
Shares reacquired		(622,982	)			(8,788,645	)		(795,929	)			(14,041,729	)
Increase		304,680			$	4,451,505			392,106			$	6,508,705
Class F Shares
Shares sold		202,937			$	3,715,356			352,739			$	7,856,043
Reinvestment of distributions		117,490				2,195,882			113,626				2,400,931
Shares reacquired		(235,258	)			(4,273,174	)		(316,095	)			(6,968,309	)
Increase		85,169			$	1,638,064			150,270			$	3,288,665
Class I Shares
Shares sold		293,857			$	5,765,079			612,051			$	14,652,268
Reinvestment of distributions		499,119				10,077,216			1,091,832				24,664,495
Shares reacquired		(255,438	)			(5,039,306	)		(5,217,871	)			(126,918,414	)
Increase (decrease)		537,538			$	10,802,989			(3,513,988	)		$	(87,601,651	)
Class P Shares
Shares sold		8,065			$	140,269			54,360			$	1,171,709
Reinvestment of distributions		25,037				445,650			30,106				611,458
Shares reacquired		(80,237	)			(1,457,768	)		(88,059	)			(1,876,966	)
Decrease		(47,135	)		$	(871,849	)		(3,593	)		$	(93,799	)
Class R2 Shares
Shares sold		23,106			$	390,019			14,595			$	301,318
Reinvestment of distributions		1,707				29,836			3,021				60,503
Shares reacquired		(9,788	)			(175,701	)		(18,258	)			(393,537	)
Increase (decrease)		15,025			$	244,154			(642	)		$	(31,716	)
Class R3 Shares
Shares sold		154,811			$	2,684,098			393,812			$	8,428,129
Reinvestment of distributions		190,592				3,383,012			204,007				4,137,264
Shares reacquired		(273,591	)			(4,820,814	)		(539,017	)			(11,544,084	)
Increase		71,812			$	1,246,296			58,802			$	1,021,309
Class R4 Shares(a)
Shares sold		1,107			$	20,232			449			$	10,000
Reinvestment of distributions		63				1,140			–				–
Increase		1,170			$	21,372			449			$	10,000

47

Notes to Financial Statements (unaudited)(continued)

				Six Months Ended
				May 31, 2016							Year Ended
Growth Opportunities Fund				(unaudited			)				November 30, 2015
Class R5 Shares(a)	Shares				Amount			Shares				Amount
Shares sold		–			$	–			408.50			$	10,000
Reinvestment of distributions		51				1,037			–				–
Increase		51			$	1,037			408.50			$	10,000
Class R6 Shares(a)
Shares sold		3,889			$	79,528			408.50			$	10,000
Reinvestment of distributions		51				1,037			–				–
Shares reacquired		(1,948	)			(37,641	)		–				–
Increase		1,992			$	42,924			408.50			$	10,000
					Six Months Ended
					May 31, 2016						Year Ended
Small Cap Value Fund					(unaudited		)				November 30, 2015
Class A Shares		Shares				Amount			Shares				Amount
Shares sold		1,193,755			$	24,487,044			2,283,854			$	61,093,030
Converted from Class B*		21,731				440,913			29,578				787,345
Reinvestment of distributions		3,578,543				73,074,320			5,765,942				150,548,762
Shares reacquired		(3,710,325	)			(80,936,283	)		(13,044,825	)			(347,890,148	)
Increase (decrease)		1,083,704			$	17,065,994			(4,965,451	)		$	(135,461,011	)
Class B Shares
Shares sold		1,555			$	21,568			3,795			$	74,194
Reinvestment of distributions		32,038				441,804			45,917				893,548
Shares reacquired		(11,501	)			(159,427	)		(40,484	)			(799,751	)
Converted to Class A*		(32,229	)			(440,913	)		(39,796	)			(787,345	)
Decrease		(10,137	)		$	(136,968	)		(30,568	)		$	(619,354	)
Class C Shares
Shares sold		269,336			$	3,744,594			296,089			$	5,910,649
Reinvestment of distributions		472,958				6,531,548			444,216				8,653,319
Shares reacquired		(376,659	)			(5,437,163	)		(485,263	)			(9,783,690	)
Increase		365,635			$	4,838,979			255,042			$	4,780,278
Class F Shares
Shares sold		175,776			$	3,602,806			306,877			$	8,382,613
Reinvestment of distributions		149,314				3,053,474			186,176				4,861,060
Shares reacquired		(326,773	)			(6,827,326	)		(499,989	)			(13,418,569	)
Decrease		(1,683	)		$	(171,046	)		(6,936	)		$	(174,896	)
Class I Shares
Shares sold		1,321,788			$	31,088,263			3,235,185			$	95,987,080
Reinvestment of distributions		5,110,619				118,566,378			6,932,724				200,286,377
Shares reacquired		(4,792,264	)			(115,272,888	)		(13,152,272	)			(393,578,320	)
Increase (decrease)		1,640,143			$	34,381,753			(2,984,363	)		$	(97,304,863	)
Class P Shares
Shares sold		130,776			$	2,653,609			326,546			$	8,959,437
Reinvestment of distributions		558,367				11,010,998			927,870				23,605,012
Shares reacquired		(791,408	)			(16,208,185	)		(2,083,556	)			(54,886,046	)
Decrease		(102,265	)		$	(2,543,578	)		(829,140	)		$	(22,321,597	)

48

Notes to Financial Statements (unaudited)(concluded)

				Six Months Ended
				May 31, 2016							Year Ended
Small Cap Value Fund				(unaudited			)				November 30, 2015
Class R2 Shares	Shares				Amount			Shares				Amount
Shares sold		8,093			$	154,174			14,128			$	371,782
Reinvestment of distributions		499				9,807			666				16,905
Shares reacquired		(11,008	)			(225,357	)		(8,550	)			(224,135	)
Increase (decrease)		(2,416	)		$	(61,376	)		6,244			$	164,552
Class R3 Shares
Shares sold		48,949			$	1,034,657			78,390			$	2,045,999
Reinvestment of distributions		63,073				1,248,858			75,351				1,923,755
Shares reacquired		(23,665	)			(497,619	)		(162,705	)			(4,332,581	)
Increase (decrease)		88,357			$	1,785,896			(8,964	)		$	(362,827	)
Class R4 Shares(a)
Shares sold		6,130			$	125,974			364.83			$	10,000
Reinvestment of distributions		90				1,845			–				–
Shares reacquired		(5,553	)			(114,411	)		–				–
Increase		667			$	13,408			364.83			$	10,000
Class R5 Shares(a)
Shares sold		–			$	–			329.27			$	10,000
Reinvestment of distributions		72				1,665			–				–
Increase		72			$	1,665			329.27			$	10,000
Class R6 Shares(a)
Shares sold		1,093,324			$	26,748,852			329.27			$	10,000
Reinvestment of distributions		72.00				1,665			–				–
Shares reacquired		(765	)			(18,185	)		–				–
Increase		1,092,631			$	26,732,332			329.27			$	10,000

*	Automatic conversion of Class B shares occurs on the 25th day of the month (or, if the 25th day is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted.
(a)	Shares commenced on June 30, 2015.

49

Approval of Advisory Contract

The Board of Directors of the Company, including all of the Directors who are not interested persons of the Company or of Lord Abbett (the “Independent Board Members”), annually considers whether to approve the continuation of the existing management agreement between each Fund and Lord Abbett. In connection with its most recent approval, the Board reviewed materials relating specifically to the management agreement, as well as numerous materials received throughout the course of the year, including information about each Fund’s investment performance compared to the performance of its benchmark. Before making its decision as to each Fund, the Board had the opportunity to ask questions and request further information, taking into account its familiarity with Lord Abbett gained through its meetings and discussions. These meetings and discussions included the examination of the portfolio management teams conducted by members of the Contract Committee, the deliberations of the Contract Committee, and discussions between the Contract Committee and Lord Abbett’s management. The Independent Board Members also discussed the materials described above with their independent legal counsel in a private session at which no representatives of management were present.

The materials received by the Board as to each Fund included, but were not limited to: (1) information provided by Morningstar Associates, LLC (“Morningstar”) regarding the investment performance of the Fund compared to the investment performance of a group of funds in the same Morningstar investment category (the “performance peer group”) and the investment performance of one or more appropriate benchmarks; (2) information provided by Morningstar regarding the expense ratios, contractual and effective management fee rates, and other expense components for the Fund and one or more groups of funds in the same Morningstar category, with the same share classes and operational characteristics, including asset size (the “expense peer group”); (3) certain supplemental investment performance information provided by Lord Abbett; (4) information provided by Lord Abbett on the projected expense ratios, management fee rates, and other expense components for the Fund; (5) sales and redemption information for the Fund; (6) information regarding Lord Abbett’s financial condition; (7) an analysis of the relative profitability of the management agreement to Lord Abbett; (8) information provided by Lord Abbett regarding the investment management fees Lord Abbett receives from its other advisory clients maintaining accounts with a similar investment strategy as the Fund; and (9) information regarding the personnel and other resources devoted by Lord Abbett to managing the Fund.

Investment Management Services Generally. The Board considered the investment management services provided by Lord Abbett to each Fund, including investment research, portfolio management, and trading, and Lord Abbett’s commitment to compliance with all applicable legal requirements. The Board also observed that Lord Abbett was solely engaged in the investment management business and accordingly did not experience the conflicts of interest that may result from being engaged in other lines of business. The Board considered the investment advisory services provided by Lord Abbett to other clients, the fees charged for the services, and the differences in the nature of the services provided to the Fund and other Lord Abbett Funds, on the one hand, and the services provided to other clients, on the other.

Investment Performance. The Board reviewed each Fund’s investment performance in relation to that of the performance peer group, in each case as of various periods ended August 31, 2015. As to Calibrated Dividend Growth Fund, the Board observed that the Fund’s investment performance was approximately the same as the median of the performance peer group for the one-year period, below the median of the performance peer group for the three-year and five-year periods, and above the median of the performance peer group for the ten-year period. As to Growth

50

Approval of Advisory Contract (continued)

Opportunities Fund, the Board observed that the Fund’s investment performance was above the median of the performance peer group for the one-year, three-year, five-year, and ten-year periods. As to Small Cap Value Fund, the Board observed that the Fund’s investment performance was above the median of the performance peer group for the one-year and ten-year periods and below the median of the performance peer group for the three-year and five-year periods.

Lord Abbett’s Personnel and Methods. The Board considered the qualifications of the personnel providing investment management services to each Fund, in light of its investment objective and discipline. Among other things, the Board considered the size, experience, and turnover of Lord Abbett’s investment management staff, Lord Abbett’s investment methodology and philosophy, and Lord Abbett’s approach to recruiting, training, and retaining investment management personnel.

Nature and Quality of Other Services. The Board considered the nature, quality, costs, and extent of compliance, administrative, and other services performed by Lord Abbett and the nature and extent of Lord Abbett’s supervision of third party service providers, including each Fund’s transfer agent and custodian.

Expenses. The Board considered the expense levels of each Fund and the expense levels of one or more corresponding expense peer groups. It also considered the projected expense levels of each Fund and how those levels would relate to those of the expense peer group and the amount and nature of the fees paid by shareholders. As to each of Calibrated Dividend Growth Fund and Small Cap Value Fund, the Board observed that the overall expense level was below the median of the expense peer group. As to Growth Opportunities Fund, the Board observed that the overall expense level was approximately the same as the median of the expense peer group.

Profitability. As to each Fund, the Board considered the level of Lord Abbett’s profits in managing the Fund, including a review of Lord Abbett’s methodology for allocating its costs to its management of the Fund. The Board concluded that the allocation methodology had a reasonable basis and was appropriate. It considered any profits realized by Lord Abbett in connection with the operation of each Fund, including the fee that Lord Abbett receives from the Fund for providing administrative services to the Fund, and whether the amount of profit was fair for the management of the Fund. The Board also considered the profits realized from other business segments of Lord Abbett, which may benefit from or be related to the Fund’s business. The Board considered Lord Abbett’s profit margins in comparison with available industry data, both accounting for and ignoring marketing and distribution expenses, and how those profit margins could affect Lord Abbett’s ability to recruit and retain investment personnel. The Board recognized that Lord Abbett’s profitability was a factor in enabling it to attract and retain qualified investment management personnel to provide services to the Fund. The Board concluded that Lord Abbett’s profitability as to each Fund was not excessive.

Economies of Scale. As to each Fund, the Board considered the extent to which there had been any economies of scale in managing the Fund, whether the Fund had appropriately benefited from such economies of scale, and whether there was potential for realization of any further economies of scale. The Board concluded that each existing management fee schedule, with its breakpoint or breakpoints in the level of the management fee, adequately addressed any economies of scale in managing the applicable Fund.

51

Approval of Advisory Contract (concluded)

Other Benefits to Lord Abbett. As to each Fund, the Board considered the character and amount of fees paid by the Fund and the Fund’s shareholders to Lord Abbett and the Distributor for services other than investment advisory services. The Board also considered the revenues and profitability of Lord Abbett’s investment advisory business apart from its mutual fund business, and the intangible benefits enjoyed by Lord Abbett by virtue of its relationship with the Fund. The Board observed that the Distributor receives 12b-1 fees from certain of the Lord Abbett Funds as to shares held in accounts for which there is no other broker of record, may retain a portion of the 12b-1 fees it receives, and receives a portion of the sales charges on sales and redemptions of some classes of shares. In addition, the Board observed that Lord Abbett accrues certain benefits for its business of providing investment advice to clients other than the Lord Abbett Funds, but that business also benefits the Funds. The Board also noted that Lord Abbett, as disclosed in the prospectuses of the Funds, has entered into revenue sharing arrangements with certain entities that distribute shares of the Funds. The Board also took into consideration the investment research that Lord Abbett receives as a result of Fund brokerage transactions.

Alternative Arrangements. As to each Fund, the Board considered whether, instead of approving continuation of the management agreement, it might be in the best interests of the Fund to implement one or more alternative arrangements, such as continuing to employ Lord Abbett, but on different terms. After considering all of the relevant factors, the Board unanimously found that continuation of the existing management agreements was in the best interests of each Fund and its shareholders and voted unanimously to approve the continuation of the management agreements. In considering whether to approve the continuation of the management agreement, the Board did not identify any single factor as paramount or controlling. This summary does not discuss in detail all matters considered.

52

Householding

The Company has adopted a policy that allows it to send only one copy of each Fund’s prospectus, proxy material, annual report and semiannual report to certain shareholders residing at the same “household.” This reduces Fund expenses, which benefits you and other shareholders. If you need additional copies or do not want your mailings to be “householded,” please call Lord Abbett at 888-522-2388 or send a written request with your name, the name of your fund or funds and your account number or numbers to Lord Abbett Family of Funds, P.O. Box 219336, Kansas City, MO 64121.

Proxy Voting Policies, Procedures and Records

A description of the policies and procedures that Lord Abbett uses to vote proxies related to each Fund’s portfolio securities, and information on how Lord Abbett voted each Fund’s proxies during the 12-month period ended June 30 are available without charge, upon request, (i) by calling 888-522-2388; (ii) on Lord Abbett’s Website at www.lordabbett.com; and (iii) on the Securities and Exchange Commission’s (“SEC”) Website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Funds are required to file their complete schedule of portfolio holdings with the SEC for their first and third fiscal quarters on Form N-Q. Copies of the filings are available without charge, upon request on the SEC’s Website at www.sec.gov and may be available by calling Lord Abbett at 888-522-2388. You can also obtain copies of Form N-Q by visiting the SEC’s Public Reference Room in Washington, DC (information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330).

53

 

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This report, when not used for the general information of shareholders of the Fund, is to be distributed only if preceded or accompanied by a current fund prospectus.	Lord Abbett Research Fund, Inc. Lord Abbett Calibrated Dividend Growth Fund Lord Abbett Growth Opportunities Fund Small-Cap Value Series
Lord Abbett mutual fund shares are distributed by LORD ABBETT DISTRIBUTOR LLC.		LARF-2 (07/16)

Item 2:	Code of Ethics.
	Not applicable.
Item 3:	Audit Committee Financial Expert.
	Not applicable.
Item 4:	Principal Accountant Fees and Services.
	Not applicable.
Item 5:	Audit Committee of Listed Registrants.
	Not applicable.
Item 6:	Investments.
	Not applicable.
Item 7:	Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
	Not applicable.
Item 8:	Portfolio Managers of Closed-End Management Investment Companies.
	Not applicable.
Item 9:	Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
	Not applicable.
Item 10:	Submission of Matters to a Vote of Security Holders.
	Not applicable.
Item 11:	Controls and Procedures.

(a) Based on their evaluation of the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days prior to the filing date of this report, the Chief Executive Officer and Chief Financial Officer of the Registrant have concluded that such disclosure controls and procedures are reasonably designed and effective to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to them by others within those entities.

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12: Exhibits.

(a)(1) Code of Ethics. Not applicable.

(a)(2) Certification of each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2 under the Investment Company Act of 1940 is attached hereto as a part of EX-99.CERT.

(b) Certification of each principal executive officer and principal financial officer of the Registrant as required by Section 906 of the Sarbanes-Oxley Act of 2002 is provided as a part of EX-99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LORD ABBETT RESEARCH FUND, INC.
By:	/s/ Daria L. Foster
	Daria L. Foster
	President and Chief Executive Officer

Date: July 28, 2016

By:	/s/ Joan A. Binstock
	Joan A. Binstock
	Chief Financial Officer and Vice President

Date: July 28, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Daria L. Foster
	Daria L. Foster
	President and Chief Executive Officer

Date: July 28, 2016

By:	/s/ Joan A. Binstock
	Joan A. Binstock
	Chief Financial Officer and Vice President

Date: July 28, 2016