Lord Abbett Research Fund N-CSR Certified 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)

Thomas R. Phillips, 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:    11/30/09

Item 1: Reports to Shareholders.

2009

LORD ABBETT

ANNUAL

REPORT    

Lord Abbett Capital Structure Fund^*

For the fiscal year ended November 30, 2009

* Formerly known as America’s Value Fund

Lord Abbett Research Fund

Lord Abbett Capital Structure Fund (formerly, America’s Value Fund)

Annual Report

For the fiscal year ended November 30, 2009

From left to right: Robert S. Dow, Director and Chairman of the Lord Abbett Funds; E. Thayer Bigelow, Independent Lead Director of the Lord Abbett Funds; and Daria L. Foster, Director and President of the Lord Abbett Funds.

Dear Shareholders: We are pleased to provide you with this overview of the Lord Abbett Capital Structure Fund’s performance for the fiscal year ended November 30, 2009. On this page and the following pages, we discuss the major factors that influenced performance. For detailed and more timely information about the Fund, please visit our Website at www.lordabbett.com, where you also can access the quarterly commentaries by the Fund’s portfolio managers.

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,

Robert S. Dow

Chairman

Q: What were the overall market conditions during the fiscal year ended November 30, 2009?

A: After a difficult start to the fiscal year ended November 30, 2009, the equity markets (as represented by the S&P 500^® Index¹) began a slow upward trend during the balance of the period, recovering some of their previous losses. The fiscal year ended with the S&P 500 Index up 25.39%.

Mid cap stocks (as defined by the Russell MidCap^® Index²) generally outperformed large cap stocks (as measured by the Russell 1000^® Index³) and small cap stocks (as measured by the Russell 2000^® Index⁴). Growth stocks (as represented by the Russell 3000^® Growth Index⁵) generally outperformed value stocks (as represented by the Russell 3000^® Value Index ⁶) for the fiscal year. Overall, most equity asset classes and investing styles trended higher throughout the 12-month fiscal period.

In the fixed-income market, the assumption of credit risk was rewarded in the 12-month period. In general, lower credit-quality securities outperformed those with higher credit-quality ratings. The investment-grade corporate bond market (as

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measured by the Barclays Capital U.S. Aggregate Bond Index⁷) returned 11.63%, while high-yield bonds (as measured by the BofA Merrill Lynch High Yield Master II Constrained Index⁸) returned 64.19%. Specifically, the BofA Merrill Lynch U.S. High Yield CCC-Rated Index⁹ led major bond indexes with a total return of 107.71%, followed by the BofA Merrill Lynch U.S. High Yield B-Rated Index,⁹ up 54.08%, and the BofA Merrill Lynch U.S. High Yield BB-Rated Index, ⁹ up 50.92%. This trend was similar within convertible securities, with lower-rated credits outperforming higher rated by a wide margin.

Q: How did the Capital Structure Fund perform during the fiscal year ended November 30, 2009?

A: The Fund returned 24.58%, reflecting performance at the net asset value (NAV) of Class A shares with all distributions reinvested, compared to its benchmark, the S&P 500 Index, which returned 25.39% over the same period.

Note: The Lord Abbett Capital Structure Fund is not a balanced fund and has the capability to adjust equity and fixed income allocations, based on relative value in the market and the investment team’s proprietary fundamental research.

Q: What were the most significant factors affecting performance?

A: The fiscal year that ended November 30, 2009 began with financial markets in a high state of uncertainty following the financial crisis of 2008. The portfolio was underweight in the information technology sector for much of the year—a position that detracted from performance. Meanwhile, the Fund found investment opportunity in some sectors of the fixed-income market, particularly in the high-yield and investment-grade bond sectors, as reflected in performance.

Equity Portion

On the equity side, in addition to the information technology sector, detractors from performance included the consumer discretionary and financials sectors. Among the individual holdings that performed poorly in the period was financial services holding Bank of America, a provider of banking, investing, and asset management products and services. Other individual stocks where performance was disappointing included utilities holdings Ameren Corporation, a public utility holding company, and NiSource, Inc., an energy holding company.

Contributing to performance on the equity side were the Fund’s holdings in the industrials, telecommunication services, and healthcare sectors. Strong stocks in the period included healthcare holding Mylan Inc. (the Fund’s number-one contributor), a global generic and specialty pharmaceuticals company; information technology holding Microsoft Corporation, a developer and manufacturer of software products; and financials holding JP Morgan Chase & Co., an investment banking and asset management services company.

Bond Portion

The Fund invests in a broad range of fixed-income markets, including high-yield and

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investment-grade bonds, convertible securities, mortgages, Treasuries, and bank loans. All of the markets in which the Fund participated during the 12-month period added to performance, with high-yield bonds providing the strongest contribution. The Fund’s position in Treasuries was modest throughout the period, reflecting better investment opportunities in corporate bonds.

Among the individual securities contributing to performance were high- yield bond holding Equistar Chemicals LP, a producer of ethylene, propylene and polyethylene and convertible securities holding Freeport-McMoRan, Inc., a metals and mining company.

The Fund’s portfolio is actively managed and, therefore, its holdings and weightings of a particular issuer or sector as a percentage of portfolio assets are subject to change. Sectors may include many industries.

¹  The S&P 500^® Index is widely regarded as the standard for measuring large cap U.S. stock market performance and includes a representative sample of leading companies in leading industries.

²  The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represents approximately 25% of the total market capitalization of the Russell 1000 Index.

³  The Russell 1000^® Index measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index.

⁴  The Russell 2000^® Index is composed of 2,000 securities with market values ranging from $25 million to $275 million. The Growth Index is comprised of securities in the Russell 2000^® Index with higher price-to-book ratios and higher forecasted growth.

⁵  The Russell 3000^® Growth Index measures the performance of those Russell 3000^® Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000^® Growth or the Russell 2000^® Growth indexes.

⁶  The Russell 3000^® Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000^® Value or the Russell 2000^® Value indexes.

⁷  The Barclays Capital U.S. Aggregate Bond Index represents securities that are U.S. domestic, taxable, nonconvertible, and dollar denominated. The index covers the investment-grade, fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities.

⁸  The BofA Merrill Lynch High Yield Master II Constrained Index is a market value-weighted index of all domestic and Yankee high-yield bonds, including deferred interest bonds and payment-in-kind securities. Issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3, but are not in default. The BofA Merrill Lynch U.S. High Yield Master II Constrained Index limits any individual issuer to a maximum of 2% benchmark exposure.

⁹  The BofA Merrill Lynch U.S. High Yield Index tracks the performance of below investment grade U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market (includes Yankee bonds). The indexes for CCC, B, BB, and speculative are part of the BofA Merrill Lynch High Yield Index, with the only difference being the addition of a ratings filter.

Unless otherwise indicated, indexes are unmanaged and reflect total returns with all distributions reinvested, but do not reflect the deduction of fees, expenses, or taxes, and are not available for direct investment.

Important Performance and Other Information

Performance data quoted reflect past performance and are no guarantee of future results. Current performance may be higher or lower than the performance quoted. The investment return and principal value of an investment in the Fund will fluctuate so that

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shares, on any given day or when redeemed, may be worth more or less than their original cost. You can obtain performance data current to the most recent month-end by calling Lord Abbett at 888-522-2388 or referring to our Website at www.lordabbett.com.

Except where noted, comparative Fund performance does not account for the deduction of sales charges and would be different if sales charges were included. The Fund offers additional classes of shares with distinct pricing options. For a full description of the differences in pricing alternatives, please see the Fund’s prospectuses.

The views of the Fund’s management and the portfolio holdings described in this report are as of November 30, 2009; these views and portfolio holdings may have changed subsequent to this date, and they do not guarantee the future performance of the markets or the Fund. Information provided in this report should not be considered a recommendation to purchase or sell securities.

A Note about Risk: See Notes to Financial Statements for a discussion of investment risks. For a more detailed discussion of the risks associated with the Fund, please see the Fund’s prospectuses.

Mutual funds are not insured by the FDIC, are not deposits or other obligations of, or guaranteed by, banks, and are subject to investment risks, including possible loss of principal amount invested.

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Investment Comparison

Below is a comparison of a $10,000 investment in Class A shares with the same investment in the S&P 500^® Index and the 60% S&P 500 Index/40% Barclays Capital U.S. Aggregate Bond Index, assuming reinvestment of all dividends and distributions. The performance of other classes will be greater than or less than the performance shown in the graph below due to different sales loads and expenses applicable to such classes. The graph and performance table below do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Past performance is no guarantee of future results.

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended November 30, 2009

	1 Year	5 Years	Life of Class
Class A3	17.40%	0.72%	3.61%
Class B4	19.75%	1.10%	3.72%
Class C5	23.82%	1.27%	3.74%
Class F6	25.05%	–	-7.20%
Class I7	25.13%	2.27%	4.76%
Class P8	24.52%	1.82%	4.31%
Class R29	24.47%	–	-7.39%
Class R310	24.46%	–	-7.58%

¹    Reflects the deduction of the maximum initial sales charge of 5.75%.

²    Performance for each unmanaged index does not reflect any fees or expenses. The performance of each index is not necessarily representative of the Fund’s performance. Performance of each index began on December 27, 2001.

³    Class A shares commenced operations on December 27, 2001. Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended November 30, 2009, is calculated using the SEC-required uniform method to compute such return.

⁴    Class B shares commenced operations on December 27, 2001. Performance reflects the deduction of a CDSC of 4% for 1 year, 1% for 5 years and 0% for life of class. Class B shares automatically convert to Class A shares after approximately 8 years. (There is no initial sales charge for automatic conversions.)

⁵    Class C shares commenced operations on December 27, 2001. The 1% CDSC for Class C shares normally applies before the first anniversary of the purchase date. Performance is at net asset value.

⁶    Class F shares commenced operations and performance for the Class began on September 28, 2007. Performance is at net asset value.

⁷    Class I shares commenced operations on December 27, 2001. Performance is at net asset value.

⁸    Class P shares commenced operations on December 27, 2001. Performance is at net asset value.

⁹    Class R2 shares commenced operations and performance for the Class began on September 28, 2007. Performance is at net asset value.

¹⁰    Class R3 shares commenced operations and performance for the Class began on September 28, 2007. Performance is at net asset value.

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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 (June 1, 2009 through November 30, 2009).

Actual Expenses

For each class of the Fund, the first line of the applicable 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 entitled “Expenses Paid During the Period 6/1/09 – 11/30/09” 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 applicable 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.

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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†
	6/1/09		11/30/09		6/1/09 - 11/30/09
Class A
Actual	$	1,000.00	$	1,160.00	$	7.26
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.34	$	6.78
Class B
Actual	$	1,000.00	$	1,155.40	$	10.75
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.08	$	10.05
Class C
Actual	$	1,000.00	$	1,155.00	$	10.75
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.08	$	10.05
Class F
Actual	$	1,000.00	$	1,161.40	$	5.91
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.60	$	5.52
Class I
Actual	$	1,000.00	$	1,160.90	$	5.36
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.10	$	5.01
Class P
Actual	$	1,000.00	$	1,158.90	$	7.79
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.84	$	7.28
Class R2
Actual	$	1,000.00	$	1,158.80	$	8.55
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.12	$	7.99
Class R3
Actual	$	1,000.00	$	1,158.70	$	8.06
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.62	$	7.54

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.34% for Class A, 1.99% for Classes B and C, 1.09% for Class F, 0.99% for Class I, 1.44% for Class P, 1.58% for Class R2 and 1.49% for Class R3) multiplied by the average account value over the period, multiplied by 183/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

November 30, 2009

Sector*	%**	Sector*	%**
Consumer Discretionary	9.56%	Information Technology	14.72%
Consumer Staples	10.31%	Materials	6.19%
Energy	11.17%	Telecommunication Services	5.87%
Financial Services	14.22%	Utilities	5.04%
Healthcare	13.10%	Short-Term Investment	0.32%
Industrials	9.50%	Total	100.00%

* A sector may comprise several industries.

** Represents percent of total investments.

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Schedule of Investments

November 30, 2009

Investments	Shares (000)	Value
LONG-TERM INVESTMENTS 98.94%
COMMON STOCKS 56.52%
Aerospace & Defense 1.61%
DigitalGlobe, Inc.*	80	$	1,840,800
Hexcel Corp.*	300		3,165,000
Honeywell International, Inc.	270		10,386,900
Lockheed Martin Corp.	50		3,861,500
Moog, Inc. Class A*	125		3,301,250
Total			22,555,450
Automobiles 0.30%
Honda Motor Co., Ltd. ADR	138		4,273,521
Beverages 0.71%
PepsiCo, Inc.	160		9,955,200
Biotechnology 1.44%
Amgen, Inc.*	85		4,789,750
BioMarin Pharmaceutical, Inc.*	200		3,302,000
Celgene Corp.*	165		9,149,250
Genzyme Corp.*	60		3,042,000
Total			20,283,000
Capital Markets 1.49%
Bank of New York Mellon Corp. (The)	220		5,860,800
Franklin Resources, Inc.	35		3,781,050
Morgan Stanley	100		3,158,000
State Street Corp.	120		4,956,000
T. Rowe Price Group, Inc.	65		3,180,450
Total			20,936,300
Chemicals 0.97%
Dow Chemical Co. (The)	175		4,861,500
Monsanto Co.	75		6,056,250
Rockwood Holdings, Inc.*	120		2,701,200
Total			13,618,950

See Notes to Financial Statements.

8

Schedule of Investments (continued)

November 30, 2009

Investments	Shares (000)	Value
Commercial Banks 2.03%
Fifth Third Bancorp	300	$	3,024,000
PNC Financial Services Group, Inc. (The)	120		6,841,200
SunTrust Banks, Inc.	135		3,190,050
U.S. Bancorp	350		8,445,500
Wells Fargo & Co.	250		7,010,000
Total			28,510,750
Commercial Services & Supplies 0.29%
R.R. Donnelley & Sons Co.	200		4,116,000
Communications Equipment 1.21%
JDS Uniphase Corp.*	375		2,771,250
Nokia Corp. ADR	329		4,361,214
QUALCOMM, Inc.	220		9,900,000
Total			17,032,464
Computers & Peripherals 2.44%
Apple, Inc.*	60		11,994,600
Hewlett-Packard Co.	250		12,265,000
International Business Machines Corp.	45		5,685,750
QLogic Corp.*	240		4,305,600
Total			34,250,950
Construction Materials 0.35%
Cemex SAB de CV ADR*	436		4,924,698
Consumer Finance 0.37%
Capital One Financial Corp.	135		5,178,600
Distributors 0.51%
Genuine Parts Co.	200		7,166,000
Diversified Financial Services 2.13%
Bank of America Corp.	550		8,717,500
JPMorgan Chase & Co.	500		21,245,000
Total			29,962,500
Diversified Telecommunication Services 3.04%
AT&T, Inc.	800		21,552,000
CenturyTel, Inc.	150		5,338,500

See Notes to Financial Statements.

9

Schedule of Investments (continued)

November 30, 2009

Investments	Shares (000)	Value
Diversified Telecommunication Services (continued)
Qwest Communications International, Inc.	2,020	$	7,373,730
Verizon Communications, Inc.	175		5,505,500
Windstream Corp.	300		2,976,000
Total			42,745,730
Electric: Utilities 0.58%
UniSource Energy Corp.	275		8,200,500
Electrical Equipment 0.68%
Baldor Electric Co.	100		2,575,000
Emerson Electric Co.	170		7,039,700
Total			9,614,700
Electronic Equipment, Instruments & Components 0.52%
Corning, Inc.	150		2,502,000
FLIR Systems, Inc.*	165		4,735,500
Total			7,237,500
Energy Equipment & Services 1.03%
Halliburton Co.	200		5,872,000
Transocean Ltd. (Switzerland)*(a)	100		8,539,000
Total			14,411,000
Food & Staples Retailing 2.20%
CVS Caremark Corp.	220		6,822,200
Ingles Markets, Inc. Class A	443		6,921,677
Kroger Co. (The)	125		2,842,500
SUPERVALU, INC.	165		2,281,950
Wal-Mart Stores, Inc.	220		12,001,000
Total			30,869,327
Food Products 3.36%
Campbell Soup Co.	200		6,994,000
H.J. Heinz Co.	325		13,796,250
Kellogg Co.	300		15,774,000
Kraft Foods, Inc. Class A	400		10,632,000
Total			47,196,250

See Notes to Financial Statements.

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Schedule of Investments (continued)

November 30, 2009

Investments	Shares (000)	Value
Hotels, Restaurants & Leisure 1.47%
Carnival Corp. Unit*	120	$	3,843,600
Marriott International, Inc. Class A	222		5,699,193
McDonald’s Corp.	100		6,325,000
Starwood Hotels & Resorts Worldwide, Inc.	150		4,803,000
Total			20,670,793
Household Products 0.53%
Procter & Gamble Co. (The)	120		7,482,000
Industrial Conglomerates 0.90%
3M Co.	60		4,646,400
General Electric Co.	500		8,010,000
Total			12,656,400
Information Technology Services 0.76%
SAIC, Inc.*	500		8,910,000
SRA International, Inc. Class A*	100		1,805,000
Total			10,715,000
Insurance 1.53%
ACE Ltd. (Switzerland)*(a)	300		14,613,000
MetLife, Inc.	200		6,838,000
Total			21,451,000
Internet Software & Services 0.22%
Sohu.com, Inc. (China)*(a)	55		3,038,920
Machinery 2.11%
Actuant Corp. Class A	335		5,470,550
Danaher Corp.	120		8,510,400
Oshkosh Corp.	75		2,979,750
Snap-on, Inc.	350		12,652,500
Total			29,613,200
Media 0.48%
CCH I LLC Class A(b)	68		1,406,831
Charter Communications, Inc. Class A*(c)	16		329,526
Walt Disney Co. (The)	165		4,986,300
Total			6,722,657

See Notes to Financial Statements.

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Schedule of Investments (continued)

November 30, 2009

Investments	Shares (000)	Value
Metals & Mining 0.45%
Allegheny Technologies, Inc.	65	$	2,211,950
Titanium Metals Corp.	150		1,465,500
United States Steel Corp.	60		2,679,600
Total			6,357,050
Multi-Line Retail 1.65%
J.C. Penney Co., Inc.	185		5,316,900
Kohl’s Corp.*	150		7,971,000
Nordstrom, Inc.	60		2,007,000
Target Corp.	170		7,915,200
Total			23,210,100
Multi-Utilities 0.28%
Ameren Corp.	150		3,898,500
Oil, Gas & Consumable Fuels 7.37%
Chevron Corp.	367		28,664,092
ConocoPhillips	360		18,637,200
Continental Resources, Inc.*	80		3,012,000
EOG Resources, Inc.	200		17,298,000
Exxon Mobil Corp.	200		15,014,000
Hess Corp.	128		7,401,492
Marathon Oil Corp.	170		5,545,400
Petroleo Brasileiro SA ADR	115		5,186,406
XTO Energy, Inc.	65		2,758,600
Total			103,517,190
Pharmaceuticals 5.54%
Bristol-Myers Squibb Co.	500		12,655,000
Johnson & Johnson	175		10,997,000
Merck & Co., Inc.	127		4,605,912
Mylan, Inc.*	1,612		28,806,440
Pfizer, Inc.	800		14,536,000
Teva Pharmaceutical Industries Ltd. ADR	118		6,234,499
Total			77,834,851
Road & Rail 1.05%
Burlington Northern Santa Fe Corp.	85		8,355,500
Union Pacific Corp.	100		6,326,000
Total			14,681,500

See Notes to Financial Statements.

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Schedule of Investments (continued)

November 30, 2009

Investments	Shares (000)	Value
Semiconductors & Semiconductor Equipment 1.15%
Broadcom Corp. Class A*	185	$	5,402,000
Intel Corp.	250		4,800,000
Micron Technology, Inc.*	450		3,384,000
Taiwan Semiconductor Manufacturing Co., Ltd. ADR	251		2,610,477
Total			16,196,477
Software 3.20%
Adobe Systems, Inc.*	200		7,016,000
Citrix Systems, Inc.*	185		7,063,300
Intuit, Inc.*	125		3,651,250
Microsoft Corp.	700		20,587,000
Oracle Corp.	300		6,624,000
Total			44,941,550
Specialty Retail 0.29%
Home Depot, Inc. (The)	150		4,104,000
Textiles, Apparel & Luxury Goods 0.28%
NIKE, Inc. Class B	60		3,893,400
Total Common Stocks (cost $763,592,582)			794,023,978

	Interest Rate	Maturity Date	Principal Amount (000)
CONVERTIBLE BONDS 9.24%
Aerospace & Defense 0.57%
GenCorp, Inc.	2.25%	11/15/2024	$	2,250	1,918,125
L-3 Communications Holdings, Inc.	3.00%	8/1/2035		6,000	6,165,000
Total					8,083,125
Beverages 0.24%
Molson Coors Brewing Co.	2.50%	7/30/2013		3,000	3,326,250
Biotechnology 1.32%
BioMarin Pharmaceutical, Inc.	2.50%	3/29/2013		4,000	4,690,000
Gilead Sciences, Inc.	0.625%	5/1/2013		8,000	10,310,000
Millipore Corp.	3.75%	6/1/2026		3,500	3,583,125
Total					18,583,125

See Notes to Financial Statements.

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Schedule of Investments (continued)

November 30, 2009

Investments	Interest Rate	Maturity Date	Principal Amount (000)		Value
Building Products 0.33%
General Cable Corp.	1.00%	10/15/2012	$	5,000	$	4,643,750
Commercial Services & Supplies 0.28%
CRA International, Inc.	2.875%	6/15/2034		4,000		3,885,000
Communications Equipment 0.36%
Ciena Corp.	0.25%	5/1/2013		6,500		5,005,000
Computers & Peripherals 0.37%
SanDisk Corp.	1.00%	5/15/2013		6,550		5,158,125
Electrical Equipment 0.41%
Roper Industries, Inc.	Zero Coupon	1/15/2034		9,000		5,816,250
Electronic Equipment, Instruments & Components 0.34%
Itron, Inc.	2.50%	8/1/2026		4,000		4,775,000
Energy Equipment & Services 0.17%
SunPower Corp.	4.75%	4/15/2014		2,275		2,329,031
Healthcare Providers & Services 0.39%
Five Star Quality Care, Inc.	3.75%	10/15/2026		7,025		5,479,500
Information Technology Services 0.55%
Symantec Corp.	0.75%	6/15/2011		7,000		7,665,000
Internet Software & Services 0.35%
Equinix, Inc.	2.50%	4/15/2012		4,700		4,993,750
Media 0.24%
Sinclair Broadcast Group, Inc.	6.00%	9/15/2012		4,000		3,330,000
Metals & Mining 0.99%
ArcelorMittal (Luxembourg)(a)	5.00%	5/15/2014		2,000		2,995,000
Newmont Mining Corp.	1.25%	7/15/2014		4,000		5,390,000
Newmont Mining Corp.	3.00%	2/15/2012		1,500		2,013,750
Placer Dome, Inc. (Canada)(a)	2.75%	10/15/2023		2,000		3,525,000
Total						13,923,750
Pharmaceuticals 0.85%
Teva Pharmaceutical Finance Co. BV (Israel)(a)	1.75%	2/1/2026		10,000		11,937,500

See Notes to Financial Statements.

14

Schedule of Investments (continued)

November 30, 2009

Investments	Interest Rate	Maturity Date	Principal Amount (000)		Value
Real Estate Management & Development 0.23%
ProLogis	2.25%	4/1/2037	$	3,500	$	3,250,625
Semiconductor Equipment & Products 0.36%
Advanced Micro Devices, Inc.	5.75%	8/15/2012		5,150		5,066,313
Semiconductors & Semiconductor Equipment 0.33%
Intel Corp.	2.95%	12/15/2035		5,000		4,700,000
Software 0.56%
Cadence Design Systems, Inc.	1.375%	12/15/2011		2,000		1,882,500
EMC Corp.	1.75%	12/1/2011		5,000		5,975,000
Total						7,857,500
Total Convertible Bonds (cost $125,984,411)						129,808,594
			Shares (000)
CONVERTIBLE PREFERRED STOCKS 5.03%
Agency/Government Related 0.01%
Fannie Mae	8.75%			100		140,000
Commercial Banks 0.95%
Wells Fargo & Co.	7.50%			15		13,380,000
Diversified Financial Services 0.93%
AMG Capital Trust I	5.10%			150		5,868,750
Bank of America Corp.	7.25%			9		7,246,250
Total						13,115,000
Electric: Utilities 0.29%
FPL Group, Inc.	8.375%			80		4,004,000
Food Products 1.06%
Archer Daniels Midland Co.	6.25%			200		8,490,000
Bunge Ltd.	4.875%			75		6,468,750
Total						14,958,750
Insurance 0.14%
XL Capital Ltd.	10.75%			72		2,028,960

See Notes to Financial Statements.

15

Schedule of Investments (continued)

November 30, 2009

Investments	Interest Rate		Shares (000)		Value
Metals & Mining 0.25%
Freeport-McMoRan Copper & Gold, Inc.	6.75%			30	$	3,547,500
Oil, Gas & Consumable Fuels 0.76%
El Paso Corp.	4.99%			12		10,653,000
Pharmaceuticals 0.64%
Mylan, Inc.	6.50%			8		8,932,000
Total Convertible Preferred Stocks (cost $76,443,863)						70,759,210
		Maturity Date	Principal Amount (000)
FLOATING RATE LOANS(d) 0.40%
Diversified Financial Services 0.25%
Nuveen Investments, Inc. Second Lien Term Loan	12.50%	7/31/2015	$	3,350		3,456,781
Electronic Equipment, Instruments & Components 0.15%
Palm, Inc. Term Loan B	3.79%	10/24/2014		2,500		2,145,833
Total Floating Rate Loans (cost $5,307,473)						5,602,614
			Shares (000)		U.S. $ Value
FOREIGN COMMON STOCKS(e) 3.60%
China 0.38%
Transportation Infrastructure
China Zhongwang Holdings Ltd.*				5,640	$	5,282,998
France 0.57%
Automobiles 0.29%
Renault SA*				85		4,129,327
Commercial Banks 0.28%
BNP Paribas SA				48		3,938,246
Total France						8,067,573
Germany 1.24%
Diversified Telecommunication Services 0.36%
Deutsche Telekom AG Registered Shares				346		5,095,952

See Notes to Financial Statements.

16

Schedule of Investments (continued)

November 30, 2009

Investments			Shares (000)		U.S. $ Value
Germany (continued)
Household Products 0.56%
Henkel KGaA				183	$	7,917,829
Metals & Mining 0.32%
ThyssenKrupp AG				121		4,424,465
Total Germany						17,438,246
Greece 0.22%
Commercial Banks
National Bank of Greece SA*				105		3,082,217
Switzerland 1.19%
Capital Markets 0.30%
Credit Suisse Group AG Registered Shares				82		4,245,109
Food Products 0.33%
Nestle SA Registered Shares				98		4,617,158
Pharmaceuticals 0.56%
Roche Holding Ltd. AG				48		7,801,735
Total Switzerland						16,664,002
Total Foreign Common Stocks (cost $50,966,146)						50,535,036
	Interest Rate	Maturity Date	Principal Amount (000)		Value
GOVERNMENT SPONSORED ENTERPRISES PASS-THROUGH 0.94%
Federal National Mortgage Assoc. (cost $12,573,465)	5.50%	6/1/2036	$	12,404	$	13,221,458
HIGH YIELD CORPORATE BONDS 23.20%
Air Freight & Logistics 0.20%
Park-Ohio Industries, Inc.	8.375%	11/15/2014		3,700		2,853,625
Auto Components 0.14%
Cooper-Standard Automotive, Inc.(f)	8.375%	12/15/2014		3,500		953,750
Goodyear Tire & Rubber Co. (The)	10.50%	5/15/2016		950		1,026,000
Total						1,979,750
Automobiles 0.25%
Ford Motor Credit Co. LLC	8.00%	6/1/2014		3,500		3,524,129

See Notes to Financial Statements.

17

Schedule of Investments (continued)

November 30, 2009

Investments	Interest Rate	Maturity Date	Principal Amount (000)		Value
Beverages 0.42%
Constellation Brands, Inc.	8.125%	1/15/2012	$	4,000	$	4,035,000
PepsiCo, Inc.	7.90%	11/1/2018		1,500		1,908,967
Total						5,943,967
Capital Markets 0.14%
International Lease Finance Corp.	6.375%	3/25/2013		2,500		2,013,880
Chemicals 0.71%
Dow Chemical Co. (The)	8.55%	5/15/2019		1,250		1,479,801
Equistar Chemicals LP(f)	7.55%	2/15/2026		3,000		2,475,000
INEOS Group Holdings plc (United Kingdom)†(a)	8.50%	2/15/2016		6,500		4,322,500
Potash Corp. of Saskatchewan, Inc. (Canada)(a)	4.875%	3/30/2020		1,700		1,731,533
Total						10,008,834
Commercial Banks 0.22%
Zions Bancorp	7.75%	9/23/2014		3,500		3,118,003
Commercial Services & Supplies 0.21%
Bunge NA Finance LP	5.90%	4/1/2017		1,625		1,638,383
First Data Corp.	9.875%	9/24/2015		1,500		1,342,500
Total						2,980,883
Communications Equipment 0.25%
Hughes Network Systems LLC	9.50%	4/15/2014		3,500		3,552,500
Construction & Engineering 0.12%
K Hovnanian Enterprises, Inc.†	10.625%	10/15/2016		1,675		1,716,875
Consumer Finance 0.41%
American Express Credit Corp.	7.30%	8/20/2013		5,000		5,684,250
Containers & Packaging 1.20%
Ball Corp.	7.375%	9/1/2019		5,000		5,137,500
Crown Cork & Seal Co., Inc.	7.375%	12/15/2026		6,000		5,520,000
Graphic Packaging International Corp.	9.50%	8/15/2013		3,400		3,502,000
Sealed Air Corp.†	7.875%	6/15/2017		2,500		2,667,910
Total						16,827,410

See Notes to Financial Statements.

18

Schedule of Investments (continued)

November 30, 2009

Investments	Interest Rate			Maturity Date	Principal Amount (000)		Value
Diversified Financial Services 1.37%
Ashtead Capital, Inc.†	9.00%			8/15/2016	$	2,025	$	1,994,625
New York City Industrial Development Agency†	11.00%		��	3/1/2029		2,800		3,024,140
Raymond James Financial, Inc.	8.60%			8/15/2019		2,500		2,779,655
RBS Global & Rexnord Corp.	8.875%			9/1/2016		3,000		2,610,000
RBS Global & Rexnord Corp.	9.50%			8/1/2014		3,500		3,500,000
RBS Global & Rexnord Corp.	11.75%			8/1/2016		3,000		2,955,000
Wachovia Capital Trust III	5.80%	#		3/29/2049		1,000		695,000
Wind Acquisition Finance SA (Italy)†(a)	11.75%			7/15/2017		1,500		1,672,500
Total								19,230,920
Diversified Telecommunication Services 1.82%
Cincinnati Bell, Inc.	7.00%			2/15/2015		8,500		8,223,750
Qwest Capital Funding, Inc.	7.90%			8/15/2010		6,000		6,112,500
SBA Telecommunications, Inc.†	8.25%			8/15/2019		2,500		2,612,500
Syniverse Technologies, Inc.	7.75%			8/15/2013		5,000		4,887,500
Windstream Corp.	7.00%			3/15/2019		4,000		3,750,000
Total								25,586,250
Electric: Utilities 2.01%
Black Hills Corp.	9.00%			5/15/2014		3,650		4,268,544
Central Illinois Light Co.	8.875%			12/15/2013		3,000		3,481,401
Edison Mission Energy	7.00%			5/15/2017		2,000		1,470,000
Edison Mission Energy	7.75%			6/15/2016		7,025		5,760,500
Illinois Power Co.	9.75%			11/15/2018		2,500		3,217,093
Northeast Utilities	5.65%			6/1/2013		3,500		3,648,214
Texas Competitive Electric Holdings Co. LLC	10.25%			11/1/2015		9,000		6,435,000
Total								28,280,752
Electrical Equipment 0.29%
Baldor Electric Co.	8.625%			2/15/2017		4,000		4,100,000
Electronic Equipment, Instruments & Components 0.83%
Agilent Technologies, Inc.	5.50%			9/14/2015		3,500		3,697,782
Emerson Electric Co.	5.25%			10/15/2018		5,000		5,491,820
Roper Industries, Inc.	6.625%			8/15/2013		2,225		2,457,708
Total								11,647,310

See Notes to Financial Statements.

19

Schedule of Investments (continued)

November 30, 2009

Investments	Interest Rate	Maturity Date	Principal Amount (000)		Value
Energy Equipment & Services 0.05%
Hornbeck Offshore Services, Inc. Series B	6.125%	12/1/2014	$	700	$	657,125
Food & Staples Retailing 0.38%
Duane Reade, Inc.†	11.75%	8/1/2015		3,000		3,247,500
Rite Aid Corp.	9.375%	12/15/2015		2,500		2,106,250
Total						5,353,750
Food Products 0.23%
Wendy’s/Arby’s Restaurants LLC†	10.00%	7/15/2016		3,000		3,255,000
Healthcare Equipment & Supplies 0.97%
Bio-Rad Laboratories, Inc.†	8.00%	9/15/2016		3,500		3,657,500
Biomet, Inc.	10.00%	10/15/2017		3,000		3,187,500
HCA, Inc.	9.125%	11/15/2014		6,450		6,756,375
Total						13,601,375
Healthcare Providers & Services 1.06%
Community Health Systems, Inc.	8.875%	7/15/2015		7,000		7,157,500
Tenet Healthcare Corp.	9.25%	2/1/2015		3,500		3,692,500
United Surgical Partners International, Inc. PIK	9.25%	5/1/2017		4,000		4,060,000
Total						14,910,000
Hotels, Restaurants & Leisure 0.78%
Hyatt Hotels Corp.†	5.75%	8/15/2015		3,000		3,112,146
McDonald’s Corp.	5.00%	2/1/2019		1,800		1,951,927
River Rock Entertainment Authority (The)	9.75%	11/1/2011		1,700		1,572,500
Starwood Hotels & Resorts Worldwide, Inc.	7.875%	10/15/2014		4,000		4,235,000
Station Casinos, Inc.(f)	6.50%	2/1/2014		4,000		60,000
Total						10,931,573
Household Durables 0.44%
Beazer Homes USA, Inc.	8.375%	4/15/2012		875		818,125
Lennar Corp.	12.25%	6/1/2017		2,500		3,000,000
Whirlpool Corp.	8.60%	5/1/2014		2,000		2,315,030
Total						6,133,155
Independent Power Producers & Energy Traders 1.27%
AES Corp. (The)	8.00%	10/15/2017		2,500		2,506,250
Dynegy Holdings, Inc.	8.375%	5/1/2016		8,000		7,380,000

See Notes to Financial Statements.

20

Schedule of Investments (continued)

November 30, 2009

Investments	Interest Rate		Maturity Date	Principal Amount (000)		Value
Independent Power Producers & Energy Traders (continued)
Mirant Americas Generation LLC	9.125%		5/1/2031	$	7,000	$	5,985,000
NRG Energy, Inc.	7.25%		2/1/2014		2,000		2,022,500
Total							17,893,750
Information Technology Services 0.37%
SunGard Data Systems, Inc.	10.25%		8/15/2015		5,000		5,150,000
Leisure Equipment & Products 0.40%
Expedia, Inc.	8.50%		7/1/2016		2,250		2,418,750
Speedway Motorsports, Inc.	8.75%		6/1/2016		3,000		3,180,000
Total							5,598,750
Media 1.15%
Affinion Group, Inc.	11.50%		10/15/2015		4,000		4,180,000
Barrington Broadcasting Group LLC	10.50%		8/15/2014		3,125		1,894,531
CBS Corp.	8.875%		5/15/2019		2,500		2,909,415
Mediacom Broadband LLC	8.50%		10/15/2015		4,175		4,154,125
Mediacom Communications Corp.†	9.125%		8/15/2019		1,500		1,530,000
WMG Acquisition Corp.†	9.50%		6/15/2016		1,420		1,533,600
Total							16,201,671
Metals & Mining 0.91%
Aleris International, Inc.(f)	10.00%		12/15/2016		1,800		11,250
Freeport-McMoRan Copper & Gold, Inc.	8.375%		4/1/2017		5,000		5,401,180
Noranda Aluminum Acquisition Corp. PIK	5.274%	#	5/15/2015		5,343		3,900,642
Teck Resources Ltd. (Canada)(a)	9.75%		5/15/2014		3,000		3,386,250
Total							12,699,322
Multi-Line Retail 0.19%
Macy’s Retail Holdings, Inc.	8.875%		7/15/2015		2,500		2,668,750
Multi-Utilities 0.57%
NiSource Finance Corp.	10.75%		3/15/2016		3,000		3,633,078
Williams Cos., Inc. (The)	8.125%		3/15/2012		3,960		4,364,954
Total							7,998,032
Oil, Gas & Consumable Fuels 1.73%
Cameron International Corp.	6.375%		7/15/2018		1,040		1,135,625
Chesapeake Energy Corp.	7.25%		12/15/2018		2,000		1,935,000

See Notes to Financial Statements.

21

Schedule of Investments (continued)

November 30, 2009

Investments	Interest Rate	Maturity Date	Principal Amount (000)		Value
Oil, Gas & Consumable Fuels (continued)
Chesapeake Energy Corp.	7.625%	7/15/2013	$	2,000	$	2,035,000
Continental Resources, Inc.†	8.25%	10/1/2019		1,700		1,755,250
El Paso Corp.	7.00%	6/15/2017		1,325		1,305,125
El Paso Corp.	7.25%	6/1/2018		3,300		3,316,269
Forest Oil Corp.	7.25%	6/15/2019		2,000		1,905,000
Quicksilver Resources, Inc.	8.25%	8/1/2015		4,300		4,300,000
Tennessee Gas Pipeline Co.	7.00%	10/15/2028		2,000		2,156,152
Williams Cos., Inc. (The)	7.875%	9/1/2021		4,000		4,472,216
Total						24,315,637
Personal Products 0.21%
Elizabeth Arden, Inc.	7.75%	1/15/2014		3,000		2,925,000
Pharmaceuticals 0.24%
Warner Chilcott Corp.	8.75%	2/1/2015		3,250		3,371,875
Real Estate Investment Trusts 0.17%
Host Hotels & Resorts LP	6.375%	3/15/2015		2,525		2,392,437
Semiconductor Equipment & Products 0.09%
Analog Devices, Inc.	5.00%	7/1/2014		1,125		1,206,354
Semiconductors & Semiconductor Equipment 0.22%
Advanced Micro Devices, Inc.	7.75%	11/1/2012		3,000		3,067,500
Specialty Retail 0.39%
Brookstone Co., Inc.	12.00%	10/15/2012		2,000		1,290,000
Limited Brands, Inc.†	8.50%	6/15/2019		4,000		4,240,000
Total						5,530,000
Textiles, Apparel & Luxury Goods 0.19%
Levi Strauss & Co.	9.75%	1/15/2015		2,500		2,631,250
Thrifts & Mortgage Finance 0.00%
Washington Mutual Bank(f)	6.875%	6/15/2011		4,350		32,625
Wireless Telecommunication Services 0.60%
MetroPCS Wireless, Inc.	9.25%	11/1/2014		4,000		4,030,000
Sprint Capital Corp.	6.90%	5/1/2019		5,000		4,387,500
Total						8,417,500
Total High Yield Corporate Bonds (cost $335,202,562)						325,991,769

See Notes to Financial Statements.

22

Schedule of Investments (continued)

November 30, 2009

Investments			Shares (000)		Value
NON-CONVERTIBLE PREFERRED STOCK 0.01%
Agency/Government Related
Fannie Mae* (cost $3,071,479)	Zero Coupon			122	$	88,056
	Exercise Price	Expiration Date	Shares
WARRANT 0.00%
Media
Charter Communications, Inc.* (cost $31,210)	$46.86	11/30/2014		8,917		31,210
Total Long-Term Investments (cost $1,373,173,191)						1,390,061,925
			Principal Amount (000)
SHORT-TERM INVESTMENT 0.32%
Repurchase Agreement
Repurchase Agreement dated 11/30/2009, 0.01% due 12/1/2009 with State Street Bank & Trust Co. collateralized by $4,550,000 of U.S. Treasury Bill at 0.21% due 3/18/2010; value: $4,549,090; proceeds: $4,456,718 (cost $4,456,717)			$	4,457		4,456,717
Total Investments in Securities 99.26% (cost $1,377,629,908)						1,394,518,642
Cash and Other Assets in Excess of Liabilities 0.74%						10,330,290
Net Assets 100.00%					$	1,404,848,932

See Notes to Financial Statements.

23

Schedule of Investments (concluded)

November 30, 2009

ADR American Depositary Receipt.

PIK Payment-in-kind.

Unit More than one class of securities traded together.

* Non-income producing security.

^# Variable rate security. The interest rate represents the rate at November 30, 2009.

^† Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and, unless registered under the Act or exempted from registration, may only be resold to qualified institutional investors. Unless otherwise noted, 144A securities are deemed to be liquid.

^(a) Foreign security traded in U.S. dollars.

^(b) Restricted security. The Fund acquired 68,210 shares in a private placement on June 11, 2009 for a cost of $1,278,938. The fair value price per share on November 30, 2009 is $20.625.

^(c) Restricted security. The Fund acquired 15,977 shares in a private placement on November 30, 2009 for a cost of $329,526. The fair value price per share on November 30, 2009 is $20.625.

^(d) Floating Rate Loans in which the Fund invests generally pay interest at rates which are periodically re-determined at a margin above the London Inter-Bank Offered Rate (“LIBOR”) or the prime rate offered by major United States banks. The rate shown is the rate in effect at November 30, 2009.

^(e) Investment in non-U.S. dollar denominated securities.

^(f) Defaulted security.

See Notes to Financial Statements.

24

Statement of Assets and Liabilities

November 30, 2009

ASSETS:
Investments in securities, at value (cost $1,377,629,908)	$	1,394,518,642
Cash		76,333
Receivables:
Interest and dividends		10,672,054
Investment securities sold		4,630,130
Capital shares sold		1,429,881
Prepaid expenses and other assets		95,909
Total assets		1,411,422,949
LIABILITIES:
Payables:
Investment securities purchased		2,474,258
Capital shares reacquired		2,335,019
Management fee		815,917
12b-1 distribution fees		356,031
Directors’ fees		126,228
Fund administration		44,396
To affiliates (See Note 3)		35,473
Accrued expenses and other liabilities		386,695
Total liabilities		6,574,017
NET ASSETS	$	1,404,848,932
COMPOSITION OF NET ASSETS:
Paid-in capital	$	1,680,391,529
Undistributed net investment income		5,827,995
Accumulated net realized loss on investments and foreign currency related transactions		(298,279,772	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		16,909,180
Net Assets	$	1,404,848,932

See Notes to Financial Statements.

25

Statement of Assets and Liabilities (concluded)

November 30, 2009

Net assets by class:
Class A Shares	$	974,790,577
Class B Shares	$	53,941,096
Class C Shares	$	59,267,224
Class F Shares	$	4,238,131
Class I Shares	$	309,336,431
Class P Shares	$	2,906,415
Class R2 Shares	$	28,525
Class R3 Shares	$	340,533
Outstanding shares by class:
Class A Shares (300 million shares of common stock authorized, $.001 par value)		94,211,943
Class B Shares (30 million shares of common stock authorized, $.001 par value)		5,257,568
Class C Shares (20 million shares of common stock authorized, $.001 par value)		5,765,349
Class F Shares (30 million shares of common stock authorized, $.001 par value)		409,701
Class I Shares (100 million shares of common stock authorized, $.001 par value)		29,720,743
Class P Shares (20 million shares of common stock authorized, $.001 par value)		280,130
Class R2 Shares (30 million shares of common stock authorized, $.001 par value)		2,744
Class R3 Shares (30 million shares of common stock authorized, $.001 par value)		32,969
Net asset value, offering and redemption price per share (Net assets divided by outstanding shares):
Class A Shares-Net asset value		$10.35
Class A Shares-Maximum offering price (Net asset value plus sales charge of 5.75%)		$10.98
Class B Shares-Net asset value		$10.26
Class C Shares-Net asset value		$10.28
Class F Shares-Net asset value		$10.34
Class I Shares-Net asset value		$10.41
Class P Shares-Net asset value		$10.38
Class R2 Shares-Net asset value		$10.40
Class R3 Shares-Net asset value		$10.33

See Notes to Financial Statements.

26

Statement of Operations

For the Year Ended November 30, 2009

Investment income:
Dividends (net of foreign withholding taxes of $184,974)	$	26,340,414
Interest		35,862,245
Total investment income		62,202,659
Expenses:
Management fee		9,191,143
12b-1 distribution plan-Class A		3,134,455
12b-1 distribution plan-Class B		479,584
12b-1 distribution plan-Class C		548,933
12b-1 distribution plan-Class F		2,862
12b-1 distribution plan-Class P		11,514
12b-1 distribution plan-Class R2		101
12b-1 distribution plan-Class R3		867
Shareholder servicing		1,881,378
Subsidy (See Note 3)		586,287
Fund administration		496,637
Reports to shareholders		158,202
Registration		103,474
Professional		63,253
Directors’ fees		49,848
Custody		37,850
Other		48,349
Gross expenses		16,794,737
Expense reductions (See Note 7)		(3,518	)
Net expenses		16,791,219
Net investment income		45,411,440
Net realized and unrealized gain (loss):
Net realized loss on investments and foreign currency related transactions		(145,541,267	)
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies		380,215,139
Net realized and unrealized gain		234,673,872
Net Increase in Net Assets Resulting From Operations	$	280,085,312

See Notes to Financial Statements.

27

Statements of Changes in Net Assets

INCREASE (DECREASE) IN NET ASSETS	For the Year Ended November 30, 2009			For the Year Ended November 30, 2008
Operations:
Net investment income	$	45,411,440		$	57,490,559
Net realized loss on investments and foreign currency related transactions		(145,541,267	)		(148,111,879	)
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies		380,215,139			(447,941,258	)
Net increase (decrease) in net assets resulting from operations		280,085,312			(538,562,578	)
Distributions to shareholders from:
Net investment income
Class A		(36,274,975	)		(46,923,783	)
Class B		(1,647,951	)		(2,048,124	)
Class C		(1,895,565	)		(2,622,772	)
Class F		(114,438	)		(31,510	)
Class I		(10,061,743	)		(10,749,540	)
Class P		(100,533	)		(109,398	)
Class R2		(753	)		(316	)
Class R3		(5,287	)		(720	)
Net realized gain
Class A		–			(55,600,353	)
Class B		–			(3,031,913	)
Class C		–			(4,022,533	)
Class F		–			(394	)
Class I		–			(11,018,113	)
Class P		–			(127,577	)
Class R2		–			(393	)
Class R3		–			(393	)
Total distributions to shareholders		(50,101,245	)		(136,287,832	)
Capital share transactions (Net of share conversions) (See Note 11):
Net proceeds from sales of shares		312,953,012			231,129,255
Reinvestment of distributions		48,870,715			132,561,287
Cost of shares reacquired		(339,821,891	)		(364,359,193	)
Net increase (decrease) in net assets resulting from capital share transactions		22,001,836			(668,651	)
Net increase (decrease) in net assets		251,985,903			(675,519,061	)
NET ASSETS:
Beginning of year	$	1,152,863,029		$	1,828,382,090
End of year	$	1,404,848,932		$	1,152,863,029
Undistributed net investment income	$	5,827,995		$	9,570,339

See Notes to Financial Statements.

28

Financial Highlights

	Class A Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$  8.66		$13.49		$13.56		$12.44		$12.12
Investment operations:
Net investment income(a)	.34		.41		.37		.33		.31
Net realized and unrealized gain (loss)	1.72		(4.26	)	.33		1.29		.43
Total from investment operations	2.06		(3.85	)	.70		1.62		.74
Distributions to shareholders from:
Net investment income	(.37	)	(.44	)	(.35	)	(.36	)	(.35	)
Net realized gain	–		(.54	)	(.42	)	(.14	)	(.07	)
Total distributions	(.37	)	(.98	)	(.77	)	(.50	)	(.42	)
Net asset value, end of year	$10.35		$  8.66		$13.49		$13.56		$12.44
Total Return(b)	24.58	%	(30.43	)%	5.27	%	13.42	%	6.27	%
Ratios to Average Net Assets:
Expenses, including expense reductions	1.37	%	1.32	%	1.29	%	1.33	%	1.33	%
Expenses, excluding expense reductions	1.37	%	1.32	%	1.29	%	1.33	%	1.34	%
Net investment income	3.66	%	3.61	%	2.68	%	2.60	%	2.51	%
Supplemental Data:
Net assets, end of year (000)	$974,791		$852,774		$1,379,814		$1,111,167		$944,488
Portfolio turnover rate	52.24	%	54.70	%	26.32	%	43.85	%	31.65	%

^(a) Calculated using average shares outstanding during the year.

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

See Notes to Financial Statements.

29

Financial Highlights (continued)

	Class B Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$  8.59		$13.38		$13.46		$12.36		$12.03
Investment operations:
Net investment income(a)	.27		.33		.28		.24		.23
Net realized and unrealized gain (loss)	1.71		(4.21	)	.33		1.28		.43
Total from investment operations	1.98		(3.88	)	.61		1.52		.66
Distributions to shareholders from:
Net investment income	(.31	)	(.37	)	(.27	)	(.28	)	(.26	)
Net realized gain	–		(.54	)	(.42	)	(.14	)	(.07	)
Total distributions	(.31	)	(.91	)	(.69	)	(.42	)	(.33	)
Net asset value, end of year	$10.26		$  8.59		$13.38		$13.46		$12.36
Total Return(b)	23.75	%	(30.86	)%	4.56	%	12.62	%	5.66	%
Ratios to Average Net Assets:
Expenses, including expense reductions	2.02	%	1.97	%	1.94	%	1.98	%	1.98	%
Expenses, excluding expense reductions	2.02	%	1.97	%	1.94	%	1.98	%	1.98	%
Net investment income	3.00	%	2.96	%	2.03	%	1.95	%	1.86	%
Supplemental Data:
Net assets, end of year (000)	$53,941		$44,682		$74,748		$64,045		$58,380
Portfolio turnover rate	52.24	%	54.70	%	26.32	%	43.85	%	31.65	%

^(a) Calculated using average shares outstanding during the year.

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

See Notes to Financial Statements.

30

Financial Highlights (continued)

	Class C Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$  8.60		$13.40		$13.48		$12.37		$12.05
Investment operations:
Net investment income(a)	.28		.33		.28		.24		.23
Net realized and unrealized gain (loss)	1.71		(4.23	)	.33		1.28		.43
Total from investment operations	1.99		(3.90	)	.61		1.52		.66
Distributions to shareholders from:
Net investment income	(.31	)	(.36	)	(.27	)	(.27	)	(.27	)
Net realized gain	–		(.54	)	(.42	)	(.14	)	(.07	)
Total distributions	(.31	)	(.90	)	(.69	)	(.41	)	(.34	)
Net asset value, end of year	$10.28		$  8.60		$13.40		$13.48		$12.37
Total Return(b)	23.82	%	(30.90	)%	4.57	%	12.68	%	5.62	%
Ratios to Average Net Assets:
Expenses, including expense reductions	2.02	%	1.97	%	1.94	%	1.98	%	1.98	%
Expenses, excluding expense reductions	2.02	%	1.97	%	1.94	%	1.98	%	1.98	%
Net investment income	3.02	%	2.95	%	2.03	%	1.95	%	1.86	%
Supplemental Data:
Net assets, end of year (000)	$59,267		$54,081		$99,713		$77,477		$77,374
Portfolio turnover rate	52.24	%	54.70	%	26.32	%	43.85	%	31.65	%

^(a) Calculated using average shares outstanding during the year.

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

See Notes to Financial Statements.

31

Financial Highlights (continued)

	Class F Shares
	Year Ended 11/30				9/28/2007(a) to 11/30/2007
	2009		2008
Per Share Operating Performance
Net asset value, beginning of period	$  8.65		$13.49		$13.83
Investment operations:
Net investment income(b)	.34		.43		.06
Net realized and unrealized gain (loss)	1.75		(4.25	)	(.40	)
Total from investment operations	2.09		(3.82	)	(.34	)
Distributions to shareholders from:
Net investment income	(.40	)	(.48	)	–
Net realized gain	–		(.54	)	–
Total distributions	(.40	)	(1.02	)	–
Net asset value, end of period	$10.34		$  8.65		$13.49
Total Return(c)	25.05	%	(30.31	)%	(2.46	)%(d)
Ratios to Average Net Assets:
Expenses, including expense reductions	1.11	%	1.10	%	.18	%(d)
Expenses, excluding expense reductions	1.11	%	1.10	%	.18	%(d)
Net investment income	3.66	%	4.21	%	.47	%(d)
Supplemental Data:
Net assets, end of period (000)	$4,238		$1,194		$10
Portfolio turnover rate	52.24	%	54.70	%	26.32	%

^(a) Commencement of investment operations was 9/28/2007, SEC effective date was 9/14/2007 and date shares first became available to the public was 10/1/2007.

^(b) Calculated using average shares outstanding during the period.

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

^(d) Not annualized.

See Notes to Financial Statements.

32

Financial Highlights (continued)

	Class I Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$  8.70		$13.56		$13.62		$12.50		$12.18
Investment operations:
Net investment income(a)	.36		.45		.41		.37		.35
Net realized and unrealized gain (loss)	1.75		(4.28	)	.35		1.29		.44
Total from investment operations	2.11		(3.83	)	.76		1.66		.79
Distributions to shareholders from:
Net investment income	(.40	)	(.49	)	(.40	)	(.40	)	(.40	)
Net realized gain	–		(.54	)	(.42	)	(.14	)	(.07	)
Total distributions	(.40	)	(1.03	)	(.82	)	(.54	)	(.47	)
Net asset value, end of year	$10.41		$  8.70		$13.56		$13.62		$12.50
Total Return(b)	25.13	%	(30.24	)%	5.67	%	13.75	%	6.64	%
Ratios to Average Net Assets:
Expenses, including expense reductions	1.01	%	.97	%	.96	%	.98	%	.99	%
Expenses, excluding expense reductions	1.01	%	.97	%	.96	%	.98	%	.99	%
Net investment income	3.91	%	3.97	%	2.98	%	2.95	%	2.89	%
Supplemental Data:
Net assets, end of year (000)	$309,336		$197,714		$271,015		$10,342		$2,897
Portfolio turnover rate	52.24	%	54.70	%	26.32	%	43.85	%	31.65	%

^(a) Calculated using average shares outstanding during the year.

^(b) Total return assumes the reinvestment of all distributions.

See Notes to Financial Statements.

33

Financial Highlights (continued)

	Class P Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$  8.68		$13.52		$13.59		$12.47		$12.15
Investment operations:
Net investment income(a)	.33		.40		.36		.32		.30
Net realized and unrealized gain (loss)	1.73		(4.27	)	.33		1.29		.43
Total from investment operations	2.06		(3.87	)	.69		1.61		.73
Distributions to shareholders from:
Net investment income	(.36	)	(.43	)	(.34	)	(.35	)	(.34	)
Net realized gain	–		(.54	)	(.42	)	(.14	)	(.07	)
Total distributions	(.36	)	(.97	)	(.76	)	(.49	)	(.41	)
Net asset value, end of year	$10.38		$  8.68		$13.52		$13.59		$12.47
Total Return(b)	24.52	%	(30.50	)%	5.15	%	13.31	%	6.17	%
Ratios to Average Net Assets:
Expenses, including expense reductions	1.46	%	1.42	%	1.39	%	1.43	%	1.43	%
Expenses, excluding expense reductions	1.46	%	1.42	%	1.39	%	1.43	%	1.44	%
Net investment income	3.54	%	3.52	%	2.58	%	2.50	%	2.42	%
Supplemental Data:
Net assets, end of year (000)	$2,906		$2,370		$3,062		$2,365		$1,337
Portfolio turnover rate	52.24	%	54.70	%	26.32	%	43.85	%	31.65	%

^(a) Calculated using average shares outstanding during the year.

^(b) Total return assumes the reinvestment of all distributions.

See Notes to Financial Statements.

34

Financial Highlights (continued)

	Class R2 Shares
	Year Ended 11/30				9/28/2007(a) to 11/30/2007
	2009		2008
Per Share Operating Performance
Net asset value, beginning of period	$  8.70		$13.48		$13.83
Investment operations:
Net investment income(b)	.31		.44		.05
Net realized and unrealized gain (loss)	1.75		(4.27	)	(.40	)
Total from investment operations	2.06		(3.83	)	(.35	)
Distributions to shareholders from:
Net investment income	(.36	)	(.41	)	–
Net realized gain	–		(.54	)	–
Total distributions	(.36	)	(.95	)	–
Net asset value, end of period	$10.40		$  8.70		$13.48
Total Return(c)	24.47	%	(30.23	)%	(2.53	)%(d)
Ratios to Average Net Assets:
Expenses, including expense reductions	1.49	%	1.06	%	.27	%(d)
Expenses, excluding expense reductions	1.49	%	1.06	%	.27	%(d)
Net investment income	3.34	%	3.87	%	.37	%(d)
Supplemental Data:
Net assets, end of period (000)	$29		$7		$10
Portfolio turnover rate	52.24	%	54.70	%	26.32	%

^(a) Commencement of investment operations was 9/28/2007, SEC effective date was 9/14/2007 and date shares first became available to the public was 10/1/2007.

^(b) Calculated using average shares outstanding during the period.

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

^(d) Not annualized.

See Notes to Financial Statements.

35

Financial Highlights (concluded)

	Class R3 Shares
	Year Ended 11/30				9/28/2007(a) to 11/30/2007
	2009		2008
Per Share Operating Performance
Net asset value, beginning of period	$  8.65		$13.48		$13.83
Investment operations:
Net investment income(b)	.29		.39		.05
Net realized and unrealized gain (loss)	1.76		(4.25	)	(.40	)
Total from investment operations	2.05		(3.86	)	(.35	)
Distributions to shareholders from:
Net investment income	(.37	)	(.43	)	–
Net realized gain	–		(.54	)	–
Total distributions	(.37	)	(.97	)	–
Net asset value, end of period	$10.33		$  8.65		$13.48
Total Return(c)	24.46	%	(30.54	)%	(2.53	)%(d)
Ratios to Average Net Assets:
Expenses, including expense reductions	1.50	%	1.40	%	.25	%(d)
Expenses, excluding expense reductions	1.50	%	1.40	%	.25	%(d)
Net investment income	3.03	%	3.65	%	.39	%(d)
Supplemental Data:
Net assets, end of period (000)	$341		$42		$10
Portfolio turnover rate	52.24	%	54.70	%	26.32	%

^(a) Commencement of investment operations was 9/28/2007, SEC effective date was 9/14/2007 and date shares first became available to the public was 10/1/2007.

^(b) Calculated using average shares outstanding during the period.

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

^(d) Not annualized.

See Notes to Financial Statements.

36

Notes to Financial Statements

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, incorporated under Maryland law on April 6, 1992. The Company currently consists of four separate funds. This report covers one of the funds and its classes: Lord Abbett Capital Structure Fund (the “Fund;” formerly, Lord Abbett America’s Value Fund). Effective July 1, 2009, America’s Value Fund changed its name to Lord Abbett Capital Structure Fund.

The Fund’s investment objective is to seek current income and capital appreciation. The Fund offers eight classes of shares: Class A, B, C, F, I, P, R2 and R3, each with different expenses and dividends. 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 and R3 shares, although there may be a contingent deferred sales charge (“CDSC”) for 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); 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 25^th day of the month (or, if the 25^th 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 Fund’s Class P shares are closed to substantially all new retirement and benefit plans and fee-based programs, with certain exceptions as set forth in the Fund’s prospectuses. Effective March 31, 2010, the Fund will no longer offer Class B shares.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

2.    SIGNIFICANT ACCOUNTING POLICIES

(a) Investment Valuation–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 more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange LLC. The Fund may rely on 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. Fixed income securities are valued at the mean between the bid and asked prices on the basis of prices supplied by independent pricing services, which reflect broker/dealer supplied valuations and the independent pricing services’ own electronic data processing techniques. Floating rate loans are valued at the average of bid and asked quotations from dealers in loans on the basis of prices supplied by independent pricing services. Securities for which market quotations are not readily available are valued at fair value as determined by management and approved in good faith by the Board of Directors. Short-term securities with 60 days or less remaining to maturity are valued using the amortized cost method, which approximates current market value.

37

Notes to Financial Statements (continued)

(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. 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 the 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.

The 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 the Fund’s U.S. federal tax returns remains open for the fiscal years ended November 30, 2006 through November 30, 2009. 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 and R3 shares bear their class-specific share of all expenses and fees relating to the Fund’s 12b-1 Distribution Plan.

(f) Foreign Transactions–The books and records of the Fund are maintained in U.S. dollars and transactions denominated in foreign currencies are recorded in the 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 investments and translation of assets and liabilities denominated in foreign currencies on the Fund’s Statement of Operations. The resultant exchange gains and losses upon settlement of such transactions are included in Net realized loss on investments and foreign currency related transactions on the Fund’s Statement of Operations. The Fund does 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.

(g) When-Issued Transactions–The Fund may purchase portfolio securities on a when-issued or forward basis. When-issued or forward transactions involve a commitment by the Fund to purchase securities, with payment and delivery (“settlement”) to take place in the future, in order to secure what is considered to be an advantageous price or yield at the time of entering into the transaction.

38

Notes to Financial Statements (continued)

(h) Repurchase Agreements–The 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. The 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 value of these securities has declined, a Fund may incur a loss upon disposition of the securities.

(i) Floating Rate Loans–The Fund may invest in floating rate loans, which usually take the form of loan participations and assignments. Loan participations and assignments are agreements to make money available to U.S. or foreign corporations, partnerships or other business entities (the “Borrower”) in a specified amount, at a specified rate and within a specified time. A loan is typically originated, negotiated and structured by a U.S. or foreign bank, insurance company or other financial institution (the “Agent”) for a group of loan investors (“Loan Investors”). The Agent typically administers and enforces the loan on behalf of the other Loan Investors in the syndicate and may hold any collateral on behalf of the Loan Investors. Such loan participations and assignments are typically senior, secured and collateralized in nature. A Fund records an investment when the Borrower withdraws money and records interest as earned. These loans pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. These base lending rates are generally the prime rate offered by a designated U.S. bank or London Interbank Offered Rate (“LIBOR”).

The loans in which a Fund invests are generally readily marketable, but may be subject to some restrictions on resale. For example, a Fund may be contractually obligated to receive approval from the Agent and/or Borrower prior to the sale of these investments. A Fund generally has no right to enforce compliance with the terms of the loan agreement with the Borrower. As a result, a Fund assumes the credit risk of the Borrower, the selling participant and any other persons interpositioned between the Fund and the Borrower (“Intermediate Participants”). In the event that the Borrower, selling participant or Intermediate Participants becomes insolvent or enters into bankruptcy, the Fund may incur certain costs and delays in realizing payment or may suffer a loss of principal and/or interest.

Unfunded commitments represent the remaining obligation of the Fund to the Borrower. At any point in time, up to the maturity date of the issue, the Borrower may demand the unfunded portion. As of November 30, 2009, the Fund had no unfunded loan commitments.

(j) Fair Value Measurements–In accordance with Financial Accounting Standards Board, Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (formerly SFAS 157), fair value is defined as the price that the Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment. ASC 820 established a three-tier hierarchy 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

39

Notes to Financial Statements (continued)

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 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 – 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 the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of November 30, 2009 in valuing the Fund’s investments carried at value:

Investment Type*	Level 1		Level 2		Level 3		Total
Common Stocks	$	792,287,621	$	–	$	1,736,357	$	794,023,978
Convertible Bonds		–		129,808,594		–		129,808,594
Convertible Preferred Stocks		47,768,710		22,990,500		–		70,759,210
Floating Rate Loans		–		5,602,614		–		5,602,614
Foreign Common Stocks		50,535,036		–		–		50,535,036
Government Sponsored Enterprises Pass-Through		–		13,221,458		–		13,221,458
High Yield Corporate Bonds		–		325,991,769		–		325,991,769
Non-Convertible Preferred Stock		88,056		–		–		88,056
Warrant		–		–		31,210		31,210
Repurchase Agreement		–		4,456,717		–		4,456,717
Total	$	890,679,423	$	502,071,652	$	1,767,567	$	1,394,518,642

* See Schedule of Investments for values in each industry.

The following is a reconciliation of investment for unobservable inputs (Level 3) that were used in determining fair value:

Investment Type	Balance as of December 1, 2008		Accrued discounts/ premiums		Realized gain (loss)		Change in unrealized appreciation (depreciation)		Net purchase (sales)		Net transfers in or out of Level 3		Balance as of November 30, 2009
Common Stocks	$	–	$	–	$	–	$	127,894	$	1,608,463	$	–	$	1,736,357
Warrant		–		–		–		–		31,210		–		31,210
Total	$	–	$	–	$	–	$	127,894	$	1,639,673	$	–	$	1,767,567

40

Notes to Financial Statements (continued)

3.    MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Management Fee

The Company has a management agreement with Lord, Abbett & Co. LLC (“Lord Abbett”), pursuant to which Lord Abbett supplies the 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 the Fund’s investment portfolio.

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

First $1 billion	.75%
Next $1 billion	.70%
Over $2 billion	.65%

For the fiscal year ended November 30, 2009, the effective management fee paid to Lord Abbett was at an annualized rate of 0.74% of the Fund’s average daily net assets.

Lord Abbett provides certain administrative services to the Fund pursuant to an Administrative Services Agreement at an annual rate of .04% of the Fund’s average daily net assets.

The Fund, along with certain other funds managed by Lord Abbett (collectively, the “Underlying Funds”), has entered into a Servicing Arrangement with Lord Abbett Balanced Strategy Fund, Lord Abbett Diversified Income Strategy Fund and Lord Abbett Growth & Income Strategy Fund of Lord Abbett Investment Trust (each, a “Fund of Funds”), pursuant to which each Underlying Fund pays a portion of the expenses (excluding management fees and distribution and service fees) of the Fund of Funds in proportion to the average daily value of the Underlying Fund shares owned by the Fund of Funds. Amounts paid pursuant to the Servicing Arrangement are included in Subsidy expense on the Fund’s Statement of Operations and Payable to affiliates on the Fund’s Statement of Assets and Liabilities.

As of November 30, 2009, the percentages of the Fund’s outstanding shares owned by Lord Abbett Balanced Strategy Fund, Lord Abbett Diversified Income Strategy Fund and Lord Abbett Growth & Income Strategy Fund were 16.40%, 2.85% and 2.55%, respectively.

12b-1 Distribution Plan

The Fund has adopted a distribution plan with respect to Class A, B, C, F, P, R2 and R3 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 fees are accrued daily at annual rates based upon the Fund’s average daily net assets as follows:

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

* The Fund 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 shares do not have a distribution plan.

41

Notes to Financial Statements (continued)

Commissions

Distributor received the following commissions on sales of shares of the Fund, after concessions were paid to authorized dealers, for the fiscal year ended November 30, 2009:

Distributor Commissions	Dealers’ Concessions
$ 806,748	$	4,293,798

Distributor received CDSCs of $1,743 and $4,580 for Class A and Class C shares, respectively, for the fiscal year ended November 30, 2009.

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. 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.

On December 16, 2009, a special net investment income distribution of approximately $1,323,000 was declared by the Fund. The distribution was paid December 18, 2009 to shareholders of record on December 17, 2009.

The tax character of distributions paid during the fiscal years ended November 30, 2009 and 2008 was as follows:

	Year Ended 11/30/2009		Year Ended 11/30/2008
Distributions paid from:
Ordinary income	$	50,101,245	$	67,876,909
Net long-term capital gains		–		68,410,923
Total distributions paid	$	50,101,245	$	136,287,832

As of November 30, 2009, the components of accumulated losses on a tax-basis were as follows:

Undistributed ordinary income – net	$	7,534,772
Total undistributed earnings	$	7,534,772
Capital loss carryforwards*		(293,666,966	)
Temporary differences		(4,000,052	)
Unrealized gains – net		14,589,649
Total accumulated losses – net	$	(275,542,597	)

* As of November 30, 2009, the capital loss carryforwards, along with the related expiration dates, were as follows:

2016	2017		Total
$112,156,193	$	181,510,773	$	293,666,966

42

Notes to Financial Statements (continued)

Certain losses incurred after October 31 (“Post-October Losses”) within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year. The Fund incurred and will elect to defer net capital losses of $3,863,385 and ordinary losses of $10,439 during fiscal 2009.

As of November 30, 2009, the aggregate unrealized security gains and losses based on cost for U.S. federal income tax purposes were as follows:

Tax cost	$	1,379,949,439
Gross unrealized gain		113,313,892
Gross unrealized loss		(98,744,689	)
Net unrealized security gain	$	14,569,203

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

Permanent items identified during the fiscal year ended November 30, 2009, have been reclassified among the components of net assets based on their tax basis treatment as follows:

Undistributed Net Investment Income	Accumulated Net Realized Loss
$947,461	$	(947,461	)

The permanent difference is attributable to the tax treatment of premium amortization, foreign currency transactions, certain securities and paydown gains and losses.

5.    PORTFOLIO SECURITIES TRANSACTIONS

Purchases and sales of investment securities (excluding short-term investments) for the fiscal year ended November 30, 2009 were as follows:

Purchases	Sales
$668,353,972	$	641,601,130

There were no purchases or sales of U.S. Government securities for the fiscal year ended November 30, 2009.

6.    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. Outside Directors’ fees are allocated among all Lord Abbett-sponsored funds based on the net assets of the fund. There is an equity-based plan available to all outside Directors under which outside 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 have been invested in the funds. Such amounts and earnings accrued thereon are included in Directors’ fees on the Statement of Operations and in Directors’ fees payable on the Statement of Assets and Liabilities and are not deductible for U.S. federal income tax purposes until such amounts are paid.

7.    EXPENSE REDUCTIONS

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

43

Notes to Financial Statements (continued)

8.    LINE OF CREDIT

The Fund and certain other funds managed by Lord Abbett have available an unsecured revolving credit facility (“Facility”) from State Street Bank and Trust Company (“SSB”), to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. The Facility is renewed annually under terms that depend on market conditions at the time of the renewal. Accordingly, effective December 4, 2009, the amount available under the Facility remains $200,000,000 and the annual fee to maintain the Facility (of which each participating fund pays its pro rata share based on the net assets of each participating fund) was changed from .125% (.08% prior to December 5, 2008) of the amount available under the Facility to .15%. This amount is included in Other Expenses on the Fund’s Statement of Operations. In connection with the renewal, the Fund paid an upfront commitment fee of .05% on December 4, 2009. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. As of November 30, 2009, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the fiscal year ended November 30, 2009.

9.    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 the Fund’s NAV.

10.    INVESTMENT RISKS

The Fund is subject to the general risks and considerations associated with investing in equity and fixed income securities.

The values of the Fund’s equity security holdings and, consequently, the value of an investment in the Fund will fluctuate in response to movements in the equity securities market in general and to the changing prospects of the individual companies involved. With its emphasis on value stocks, the Fund may perform differently than the market as a whole and other types of stocks, such as growth stocks. The market may fail to recognize the intrinsic value of particular value stocks for a long time. The Fund may invest a significant portion of its assets in mid-sized companies that may be less able to weather economic shifts or other adverse developments than larger, more established companies. Because the Fund is not limited to investing in equity securities, the Fund may have smaller gains in a rising equity securities market than a fund investing solely in equity securities. In addition, if the Fund’s assessment of a company’s value or prospects for market appreciation or market conditions is wrong, the Fund could suffer losses or produce poor performance relative to other funds, even in a rising market.

The values of the Fund’s fixed income holdings, and consequently, the value of an investment in the Fund will change as interest rates fluctuate and in response to market movements. When interest rates rise, the prices of these holdings are likely to decline. There is also the risk that an issuer of a fixed income security will fail to make timely payments of principal or interest to the Fund, a risk that is greater with high yield bonds (sometimes called “junk bonds”) in which the Fund may invest. Some issuers, particularly of high yield bonds, may default as to principal and/or interest payments after the Fund purchases their securities. A default, or concerns in the market about an increase in risk of default, may result in losses to the Fund. High yield bonds are subject to greater price fluctuations, as well as additional risks.

44

Notes to Financial Statements (continued)

The Fund may invest up to 20% of its assets in foreign securities, which present increased market, liquidity, currency, political and other risks. The Fund may invest up to 10% of its net assets in floating rate or adjustable rate senior loans, which are subject to increased credit and liquidity risks. Senior loans are business loans made to borrowers that may be U.S. or foreign corporations, partnerships, or other business entities.

These factors can affect the Fund’s performance.

11.    SUMMARY OF CAPITAL TRANSACTIONS

Transactions in shares of capital stock were as follows:

	Year Ended November 30, 2009					Year Ended November 30, 2008
Class A Shares	Shares		Amount			Shares		Amount
Shares sold	24,397,409		$	219,837,386		16,775,832		$	187,722,200
Converted from Class B*	202,513			1,823,949		90,477			1,029,497
Reinvestment of distributions	3,999,856			35,630,378		8,324,610			100,697,725
Shares reacquired	(32,916,830	)		(299,560,999	)	(28,966,920	)		(312,063,560	)
Decrease	(4,317,052	)	$	(42,269,286	)	(3,776,001	)	$	(22,614,138	)
Class B Shares
Shares sold	1,309,290		$	11,729,837		696,525		$	7,660,626
Reinvestment of distributions	176,191			1,556,980		395,080			4,771,807
Shares reacquired	(1,232,027	)		(11,048,955	)	(1,381,455	)		(14,950,145	)
Converted to Class A*	(199,978	)		(1,823,949	)	(91,226	)		(1,029,497	)
Increase (decrease)	53,476		$	413,913		(381,076	)	$	(3,547,209	)
Class C Shares
Shares sold	1,123,147		$	10,087,605		993,914		$	11,232,782
Reinvestment of distributions	165,778			1,465,722		417,979			5,066,897
Shares reacquired	(1,812,034	)		(16,201,048	)	(2,564,442	)		(28,194,571	)
Decrease	(523,109	)	$	(4,647,721	)	(1,152,549	)	$	(11,894,892	)
Class F Shares
Shares sold	424,991		$	3,694,216		148,982		$	1,739,552
Reinvestment of distributions	6,724			61,071		2,647			28,469
Shares reacquired	(160,021	)		(1,502,234	)	(14,347	)		(157,929	)
Increase	271,694		$	2,253,053		137,282		$	1,610,092
Class I Shares
Shares sold	7,218,667		$	66,816,612		1,782,036		$	21,793,074
Reinvestment of distributions	1,113,858			10,061,704		1,800,454			21,766,442
Shares reacquired	(1,327,048	)		(10,957,373	)	(854,216	)		(8,345,090	)
Increase	7,005,477		$	65,920,943		2,728,274		$	35,214,426
Class P Shares
Shares sold	45,886		$	413,092		83,756		$	937,406
Reinvestment of distributions	10,062			89,967		18,760			228,125
Shares reacquired	(48,927	)		(442,939	)	(55,868	)		(644,109	)
Increase	7,021		$	60,120		46,648		$	521,422

45

Notes to Financial Statements (concluded)

	Year Ended November 30, 2009					Year Ended November 30, 2008
Class R2 Shares	Shares		Amount			Shares		Amount
Shares sold	2,977		$	26,040		1		$	10
Reinvestment of distributions	55			491		59			709
Shares reacquired	(1,071	)		(9,795	)	–			–
Increase	1,961		$	16,736		60		$	719
Class R3 Shares
Shares sold	37,897		$	348,224		4,401		$	43,605
Reinvestment of distributions	469			4,402		96			1,113
Shares reacquired	(10,212	)		(98,548	)	(405	)		(3,789	)
Increase	28,154		$	254,078		4,092		$	40,929

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

12.    SUBSEQUENT EVENTS

In accordance with the provisions set forth in ASC Topic 855 (formerly SFAS 165), Subsequent Events, adopted by the Fund as of November 30, 2009, management has evaluated subsequent events existing in the Fund’s financial statements through January 29, 2010. Management has determined that there were no material subsequent events that would require recognition or additional disclosure in the Fund’s financial statements through this date.

13.    RECENT ACCOUNTING PRONOUNCEMENTS

In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update 2010-06 “Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”). ASU 2010-06 provides clarifications to existing disclosures required by ASC 820 as well as amends ASC 820 to require certain new disclosures. ASU 2010-06 is substantially effective for interim and annual reporting periods beginning after December 15, 2009. Management is currently evaluating the impact the adoption of ASU 2010-06 will have on the Fund’s financial statement disclosures.

46

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Lord Abbett Research Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Lord Abbett Capital Structure Fund (formerly Lord Abbett America’s Value Fund), one of the portfolios constituting the Lord Abbett Research Fund, Inc. (the “Company”), as of November 30, 2009, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2009, by correspondence with the custodian, brokers and agent banks; where replies were not received from brokers and agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Lord Abbett Capital Structure Fund of the Lord Abbett Research Fund, Inc. as of November 30, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

New York, New York

January 29, 2010

47

Basic Information About Management

The Board of Directors (the “Board”) is responsible for the management of the business and affairs of the Company in accordance with the laws of the State of Maryland. The Board appoints officers who are responsible for the day-to-day operations of the Company and who execute policies authorized by the Board. The Board also approves an investment adviser to the Company and continues to monitor the cost and quality of the services provided by the investment adviser, and annually considers whether to renew the contract with the adviser. Generally, each Director holds office until his/her successor is elected and qualified or until his/her earlier resignation or removal, as provided in the Company’s organizational documents.

Lord, Abbett & Co. LLC (“Lord Abbett”), a Delaware limited liability company, is the Company’s investment adviser.

Interested Directors

The following Directors are partners of Lord Abbett and are “interested persons” of the Company as defined in the Act. Mr. Dow and Ms. Foster are officers, directors, or trustees of each of the 14 Lord Abbett-sponsored funds, which consist of 53 portfolios or series.

Name, Address and Year of Birth	Current Position and Length of Service with Company	Principal Occupation During Past Five Years	Other Directorships
Robert S. Dow Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1945)	Director and Chairman since 1996	Senior Partner (since 2007), Chief Executive Officer (since 1996) and was formerly Managing Partner (1996 - 2007), joined Lord Abbett in 1972.	N/A
Daria L. Foster Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1954)	Director since 2006	Managing Partner (since 2007) and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990.	N/A

Independent Directors

The following independent or outside Directors (“Independent Directors”) are also directors or trustees of each of the 14 Lord Abbett-sponsored funds, which consist of 53 portfolios or series.

Name, Address and Year of Birth	Current Position and Length of Service with Company	Principal Occupation During Past Five Years	Other Directorships
E. Thayer Bigelow Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1941)	Director since 1996	Managing General Partner, Bigelow Media, LLC (since 2000); Senior Adviser, Time Warner Inc. (1998 - 2000).	Currently serves as director of Crane Co. (since 1984), Huttig Building Products Inc. (since 1998) and R.H. Donnelley Inc. (since 2009).

48

Basic Information About Management (continued)

Name, Address and Year of Birth	Current Position and Length of Service with Company	Principal Occupation During Past Five Years	Other Directorships
William H.T. Bush Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1938)	Director since 1998	Co-founder and Chairman of the Board of the financial advisory firm of Bush- O’Donnell & Company (since 1986).	Currently serves as director of WellPoint, Inc., a health benefits company (since 2002).
Robert B. Calhoun, Jr. Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1942)	Director since 1998	Senior Advisor of Monitor Clipper Partners, a private equity investment fund (since 1997); President of Clipper Asset Management Corp. (1991 - 2009).	N/A
Julie A. Hill Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1946)	Director since 2004	Owner and CEO of The Hill Company, a business consulting firm (since 1998).	Currently serves as director of WellPoint, Inc., a health benefits company (since 1994) and Lend Lease Corporation Limited (since 2005).
Franklin W. Hobbs Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2001	Advisor of One Equity Partners, a private equity firm (since 2004).	Currently serves as a director and Chairman of the Board of GMAC Inc., a financial services firm (since 2009) and as a director of Molson Coors Brewing Company (since 2002).
Thomas J. Neff Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1937)	Director since 1992	Chairman of Spencer Stuart (U.S.), an executive search consulting firm (since 1996).	Currently serves as director of Ace, Ltd. (since 1997) and Hewitt Associates, Inc. (since 2004).
James L.L. Tullis Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2006	CEO of Tullis-Dickerson and Co. Inc., a venture capital management firm (since 1990).	Currently serves as director of Crane Co. (since 1998).

49

Basic Information About Management (continued)

Officers

None of the officers listed below have received compensation from the Company. All of the officers of the Company may also be officers of the other Lord Abbett-sponsored funds and maintain offices at 90 Hudson Street, Jersey City, NJ 07302. Unless otherwise indicated, the titles and positions listed under the “Principal Occupation” column indicate the officer’s position(s) and title(s) with Lord Abbett.

Name and Year of Birth	Current Position with Company	Length of Service of Current Position	Principal Occupation During Past Five Years
Robert S. Dow (1945)	Chief Executive Officer and Chairman	Elected in 1996	Senior Partner (since 2007), Chief Executive Officer (since 1996) and was formerly Managing Partner (1996 - 2007), joined Lord Abbett in 1972.
Daria L. Foster (1954)	President	Elected in 2006	Managing Partner (since 2007) and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990.
Robert P. Fetch (1953)	Executive Vice President	Elected in 1997	Partner and Director, joined Lord Abbett in 1995.
Daniel H. Frascarelli (1954)	Executive Vice President	Elected in 2005	Partner and Director, joined Lord Abbett in 1990.
Robert I. Gerber (1954)	Executive Vice President	Elected in 2007	Partner and Chief Investment Officer (since 2007), joined Lord Abbett in 1997 as Director of Taxable Fixed Income Management.
Gerard S. E. Heffernan, Jr. (1963)	Executive Vice President	Elected in 2009	Partner and Director, joined Lord Abbett in 1998.
Christopher J. Towle (1957)	Executive Vice President	Elected in 2001	Partner and Director, joined Lord Abbett in 1987.
Paul J. Volovich (1973)	Executive Vice President	Elected in 2004	Partner and Director, joined Lord Abbett in 1997.
James W. Bernaiche (1956)	Chief Compliance Officer	Elected in 2004	Partner and Chief Compliance Officer, joined Lord Abbett in 2001.
Joan A. Binstock (1954)	Chief Financial Officer and Vice President	Elected in 1999	Partner and Chief Operations Officer, joined Lord Abbett in 1999.
John K. Forst (1960)	Vice President and Assistant Secretary	Elected in 2005	Deputy General Counsel, joined Lord Abbett in 2004.

50

Basic Information About Management (concluded)

Name and Year of Birth	Current Position with Company	Length of Service of Current Position	Principal Occupation During Past Five Years
Lawrence H. Kaplan (1957)	Vice President and Secretary	Elected in 1997	Partner and General Counsel, joined Lord Abbett in 1997.
Deepak Khanna (1963)	Vice President	Elected in 2008	Portfolio Manager, returned to Lord Abbett in 2007 from Jennison Associates LLC (2005 - 2007). Mr. Khanna’s former experience at Lord Abbett included Senior Research Analyst – other investment strategies (2000 - 2005).
David J. Linsen (1974)	Vice President	Elected in 2008	Director and Portfolio Manager, joined Lord Abbett in 2001.
Elizabeth O. MacLean (1966)	Vice President	Elected in 2008	Partner and Portfolio Manager, joined Lord Abbett in 2006 and was formerly a Managing Director/Portfolio Manager at Nomura Corporate Research and Asset Management, Inc. (2000 - 2006).
A. Edward Oberhaus, III (1959)	Vice President	Elected in 1996	Partner and Director, joined Lord Abbett in 1983.
Todor Petrov (1974)	Vice President	Elected in 2008	Portfolio Manager, joined Lord Abbett in 2003.
Thomas R. Phillips (1960)	Vice President and Assistant Secretary	Elected in 2008	Deputy General Counsel, joined Lord Abbett in 2006 and was formerly an attorney at Morgan, Lewis & Bockius LLP.
Randy M. Reynolds (1972)	Vice President	Elected in 2008	Portfolio Manager, joined Lord Abbett in 1999.
Lawrence B. Stoller (1963)	Vice President and Assistant Secretary	Elected in 2007	Senior Deputy General Counsel, joined Lord Abbett in 2007 and was formerly an Executive Vice President and General Counsel at Cohen & Steers Capital Management, Inc. (1999 - 2007).
Bernard J. Grzelak (1971)	Treasurer	Elected in 2003	Partner and Director of Fund Administration, joined Lord Abbett in 2003.

Please call 888-522-2388 for a copy of the statement of additional information (SAI), which contains further information about the Company’s Directors. It is available free upon request.

51

Householding

The Company has adopted a policy that allows it to send only one copy of the 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 the 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 Fund is required to file its complete schedule of portfolio holdings with the SEC for its 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 (i) 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); (ii) sending your request and duplicating fee to the SEC’s Public Reference Section, Washington, DC 20549-1520; or (iii) sending your request electronically, after paying a duplicating fee, to publicinfo@sec.gov.

Tax Information

55.88% of the ordinary income distributions paid by the Fund during the fiscal year ended November 30, 2009 is qualified dividend income. For corporate shareholders, only 51.82% of the Fund’s ordinary income distributions qualified for the dividends received deduction.

For foreign shareholders 57.50% of the distributions paid by the Fund represents interest related dividends.

52

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 Mutual Fund shares are distributed by LORD ABBETT DISTRIBUTOR LLC.

Lord Abbett Research Fund, Inc.

Lord Abbett Capital Structure Fund

LAAMF-2-1109

(01/10)

2009

LORD ABBETT

ANNUAL

REPORT    

Lord Abbett

Growth Opportunities Fund

For the fiscal year ended November 30, 2009

Lord Abbett Research Fund

Lord Abbett Growth Opportunities Fund

Annual Report

For the fiscal year ended November 30, 2009

From left to right: Robert S. Dow, Director and Chairman of the Lord Abbett Funds; E. Thayer Bigelow, Independent Lead Director of the Lord Abbett Funds; and Daria L. Foster, Director and President of the Lord Abbett Funds.

Dear Shareholders: We are pleased to provide you with this overview of the Lord Abbett Growth Opportunities Fund’s performance for the fiscal year ended November 30, 2009. On this page and the following pages, we discuss the major factors that influenced performance. For detailed and more timely information about the Fund, please visit our Web site at www.lordabbett.com, where you also can access the quarterly commentaries by the Fund’s portfolio managers.

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,

Robert S. Dow

Chairman

Q: What were the overall market conditions during the fiscal year ended November 30, 2009?

A: After a difficult start to the fiscal year ended November 30, 2009, the equity markets (as represented by the S&P 500^® Index¹) began a slow upward trend during the balance of the period, recovering some of their previous losses. The fiscal year ended with the S&P 500 Index up 25.39%.

Mid cap stocks (as defined by the Russell MidCap^® Index²) generally outperformed large cap stocks (as measured by the Russell 1000^® Index³) and small cap stocks (as measured by the Russell 2000^® Index⁴). Growth stocks (as represented by the Russell 3000^® Growth Index⁵) generally outperformed value stocks (as represented by the Russell 3000^® Value Index ⁶) for the fiscal year. Overall, most equity asset classes and investing styles trended higher throughout the 12-month fiscal period.

1

Q: How did the Growth Opportunities Fund perform during the fiscal year ended November 30, 2009?

A: The Fund returned 38.43%, reflecting performance at the net asset value (NAV) of Class A shares, with all distributions reinvested, compared to its benchmark, the Russell Midcap^® Growth Index,⁷ which returned 42.83% over the same period.

Q: What were the most significant factors affecting performance?

A: The most significant detractors from the Fund’s performance relative to its benchmark for the 12-month period were the healthcare and consumer staples sectors. Within those sectors, among the individual holdings detracting from performance were consumer staples holding Church & Dwight Co., Inc., a manufacturer of baking soda, and healthcare holding Cephalon Inc., a pharmaceutical company. The portfolio was also underweight H.J. Heinz Co., a food products company, which moved higher in the period.

The most significant contributors to the Fund’s performance relative to its benchmark for the 12-month period were the technology and consumer discretionary sectors. Within those sectors, among the individual holdings that contributed to performance were technology holdings Network Appliance, Inc., a provider of storage and data management solutions, and Cognizant Technology, a custom information technology consulting company. Consumer discretionary holding Starwood Hotels & Resorts Worldwide, Inc., a hotel and leisure company, also added to performance in the period.

The Fund’s portfolio is actively managed and, therefore, its holdings and the weightings of a particular issuer or particular sector as a percentage of portfolio assets are subject to change. Sectors may include many industries.

¹  The S&P 500^® Index is widely regarded as the standard for measuring large cap U.S. stock market performance and includes a representative sample of leading companies in leading industries.

²  The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represents approximately 25% of the total market capitalization of the Russell 1000 Index.

³  The Russell 1000^® Index measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index.

⁴  The Russell 2000^® Index is composed of 2,000 securities with market values ranging from $25 million to $275 million. The Growth Index is comprised of securities in the Russell 2000^® Index with higher price-to-book ratios and higher forecasted growth.

⁵  The Russell 3000^® Growth Index measures the performance of those Russell 3000^® Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000^® Growth or the Russell 2000^® Growth indexes.

⁶  The Russell 3000^® Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000^® Value or the Russell 2000^® Value indexes.

2

⁷  The Russell Midcap^® Growth Index measures the performance of those Russell Midcap companies with higher price to book ratios and higher forecasted growth values. The stocks also are members of the Russell 1000 Growth Index.

Unless otherwise indicated, indexes are unmanaged and reflect total returns with all distributions reinvested, but do not reflect the deduction of fees, expenses, or taxes, and are not available for direct investment.

During certain periods shown, expense reimbursements were in place. Without such expense reimbursements, the Fund’s returns would have been lower.

Important Performance and Other Information

Performance data quoted reflect past performance and are no guarantee of future results. Current performance may be higher or lower than the performance quoted. The investment return and principal value of an investment in the Fund will fluctuate so that shares, on any given day or when redeemed, may be worth more or less than their original cost. You can obtain performance data current to the most recent month-end by calling Lord Abbett at 888-522-2388 or referring to our Website at www.lordabbett.com.

Except where noted, comparative Fund performance does not account for the deduction of sales charges and would be different if sales charges were included. The Fund offers several classes of shares with distinct pricing options. For a full description of the differences in pricing alternatives, please see the Fund’s prospectuses.

The views of the Fund’s management and the portfolio holdings described in this report are as of November 30, 2009; these views and portfolio holdings may have changed subsequent to this date, and they do not guarantee the future performance of the markets or the Fund. Information provided in this report should not be considered a recommendation to purchase or sell securities.

A Note about Risk: See Notes to Financial Statements for a discussion of investment risks. For a more detailed discussion of the risks associated with the Fund, please see the Fund’s prospectuses.

Mutual funds are not insured by the FDIC, are not deposits or other obligations of, or guaranteed by, banks, and are subject to investment risks, including possible loss of principal amount invested.

3

Investment Comparison

Below is a comparison of a $10,000 investment in Class A shares with the same investment in the Russell Midcap^® Growth Index and the S&P MidCap 400 Growth Index, assuming reinvestment of all dividends and distributions. The performance of other classes will be greater than or less than the performance shown in the graph below due to different sales loads and expenses applicable to such classes. The graph and performance table below do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Past performance is no guarantee of future results.

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended November 30, 2009

	1 Year	5 Years	10 Years	Life of Class
Class A3	30.46%	2.47%	1.50%	–
Class B4	33.55%	2.87%	1.60%	–
Class C5	37.58%	3.01%	1.47%	–
Class F6	38.82%	–	–	-6.75%
Class I7	38.91%	4.06%	2.44%	–
Class P8	38.28%	3.58%	–	0.72%
Class R29	38.04%	–	–	-7.19%
Class R310	38.33%	–	–	-7.07%

¹    Reflects the deduction of the maximum initial sales charge of 5.75%.

²    Performance for each unmanaged index does not reflect any fees or expenses. The performance of each index is not necessarily representative of the Fund’s performance.

³    Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended November 30, 2009, is calculated using the SEC-required uniform method to compute such return.

⁴    Performance reflects the deduction of a CDSC of 4% for 1 year, 1% for 5 years and 0% for 10 years. Class B shares automatically convert to Class A shares after approximately 8 years. (There is no initial sales charge for automatic conversions.) All returns for periods greater than 8 years reflect this conversion.

⁵    The 1% CDSC for Class C shares normally applies before the first anniversary of the purchase date. Performance is at net asset value.

⁶    Class F shares commenced operations and performance for the Class began on September 28, 2007. Performance is at net asset value.

⁷    Performance is at net asset value.

⁸    Class P shares commenced operations and performance for the Class began on August 15, 2000. Performance is at net asset value.

⁹    Class R2 shares commenced operations and performance for the Class began on September 28, 2007. Performance is at net asset value.

¹⁰   Class R3 shares commenced operations and performance for the Class began on September 28, 2007. Performance is at net asset value.

4

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 (June 1, 2009 through November 30, 2009).

Actual Expenses

For each class of the Fund, the first line of the applicable 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 entitled “Expenses Paid During the Period 6/1/09 – 11/30/09” 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 applicable 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.

5

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†
	6/1/09		11/30/09		6/1/09 - 11/30/09
Class A
Actual	$	1,000.00	$	1,176.50	$	8.46
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.30	$	7.84
Class B
Actual	$	1,000.00	$	1,173.40	$	11.99
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.03	$	11.11
Class C
Actual	$	1,000.00	$	1,173.50	$	11.99
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.03	$	11.11
Class F
Actual	$	1,000.00	$	1,178.60	$	7.10
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.56	$	6.58
Class I
Actual	$	1,000.00	$	1,178.80	$	6.55
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.06	$	6.07
Class P
Actual	$	1,000.00	$	1,175.60	$	9.00
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.78	$	8.34
Class R2
Actual	$	1,000.00	$	1,175.20	$	9.82
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.07	$	9.10
Class R3
Actual	$	1,000.00	$	1,176.20	$	9.27
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.50	$	8.59

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.55% for Class A, 2.20% for Classes B and C, 1.30% for Class F, 1.20% for Class I, 1.65% for Class P, 1.80% for Class R2 and 1.70% for Class R3) multiplied by the average account value over the period, multiplied by 183/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

November 30, 2009

Sector*	%**	Sector*	%**
Consumer Discretionary	22.88%	Producer Durables	11.82%
Consumer Staples	1.81%	Technology	22.62%
Energy	9.26%	Utilities	0.53%
Financial Services	13.40%	Short-Term Investment	0.42%
Healthcare	13.24%	Total	100.00%
Materials & Processing	4.02%

* A sector may comprise several industries.

** Represents percent of total investments.

6

Schedule of Investments

November 30, 2009

Investments	Shares	Value (000)
COMMON STOCKS 99.93%
Advertising Agencies 0.72%
Lamar Advertising Co. Class A*	152,884	$	4,232
Aerospace 0.85%
Rockwell Collins, Inc.	93,852		5,017
Asset Management & Custodian 4.22%
Affiliated Managers Group, Inc.*	62,553		4,079
BlackRock, Inc.	26,787		6,083
Invesco Ltd.	128,774		2,865
State Street Corp.	65,531		2,706
T. Rowe Price Group, Inc.	186,038		9,103
Total			24,836
Auto Services 0.62%
Goodyear Tire & Rubber Co. (The)*	267,780		3,671
Banks: Diversified 2.25%
City National Corp.	89,178		3,519
Fifth Third Bancorp	260,439		2,625
KeyCorp	663,403		3,888
SunTrust Banks, Inc.	134,552		3,179
Total			13,211
Beverage: Soft Drinks 0.25%
Green Mountain Coffee Roasters, Inc.*	23,671		1,491
Biotechnology 1.89%
Alexion Pharmaceuticals, Inc.*	89,877		4,076
Life Technologies Corp.*	66,289		3,300
Onyx Pharmaceuticals, Inc.*	130,884		3,745
Total			11,121
Casinos & Gambling 1.69%
International Game Technology	224,512		4,241

Investments	Shares	Value (000)
MGM Mirage*	347,613	$	3,674
WMS Industries, Inc.*	52,299		2,033
Total			9,948
Chemical: Diversified 0.89%
Celanese Corp. Series A	175,562		5,225
Coal 1.93%
CONSOL Energy, Inc.	151,162		6,941
Walter Energy, Inc.	64,584		4,431
Total			11,372
Commercial Services 1.05%
Monster Worldwide, Inc.*	175,023		2,557
Robert Half International, Inc.	161,201		3,600
Total			6,157
Communications Technology 0.48%
Juniper Networks, Inc.*	108,805		2,843
Computer Services, Software & Systems 7.87%
3PAR, Inc.*	176,790		1,812
ANSYS, Inc.*	131,925		5,137
Citrix Systems, Inc.*	152,280		5,814
Cognizant Technology Solutions Corp. Class A*	218,986		9,620
Equinix, Inc.*	65,204		6,272
F5 Networks, Inc.*	80,744		3,797
Intuit, Inc.*	119,112		3,479
McAfee, Inc.*	55,062		2,101
Nuance Communications, Inc.*	237,582		3,609
VMware, Inc. Class A*	109,699		4,605
Total			46,246
Computer Technology 3.60%
NetApp, Inc.*	294,850		9,087
NVIDIA Corp.*	396,747		5,182
Palm, Inc.*	160,293		1,749
Western Digital Corp.*	139,299		5,132
Total			21,150

See Notes to Financial Statements.

7

Schedule of Investments (continued)

November 30, 2009

Investments	Shares	Value (000)
Cosmetics 1.43%
Avon Products, Inc.	140,303	$	4,805
Estee Lauder Cos., Inc. (The) Class A	76,403		3,578
Total			8,383
Diversified Financial Services 1.53%
Capital One Financial Corp.	101,034		3,876
Lazard Ltd. Class A	132,669		5,142
Total			9,018
Diversified Manufacturing Operations 0.54%
ITT Corp.	61,394		3,175
Diversified Retail 1.31%
Nordstrom, Inc.	229,544		7,678
Education Services 1.20%
Apollo Group, Inc. Class A*	72,644		4,146
DeVry, Inc.	53,448		2,903
Total			7,049
Electronic Components 1.06%
Amphenol Corp. Class A	151,906		6,259
Electronic Entertainment 0.42%
Electronic Arts, Inc.*	144,716		2,444
Engineering & Contracting Services 1.85%
Fluor Corp.	55,468		2,356
Nalco Holding Co.	234,289		5,731
URS Corp.*	67,495		2,804
Total			10,891
Fertilizers 0.92%
CF Industries Holdings, Inc.	12,366		1,056
Intrepid Potash, Inc.*	143,177		4,358
Total			5,414
Financial Data & Systems 1.31%
Alliance Data Systems Corp.*	68,276		4,164
Moody’s Corp.	151,327		3,515
Total			7,679

Investments	Shares	Value (000)
Healthcare Facilities 0.90%
DaVita, Inc.*	89,355	$	5,293
Healthcare Management Services 1.72%
CIGNA Corp.	137,682		4,417
Humana, Inc.*	136,793		5,678
Total			10,095
Healthcare Services 1.75%
Cerner Corp.*	43,383		3,266
Express Scripts, Inc.*	33,389		2,865
McKesson Corp.	66,996		4,155
Total			10,286
Homebuilding 0.46%
NVR, Inc.*	3,993		2,688
Hotel/Motel 2.02%
Marriott International, Inc. Class A	212,701		5,471
Starwood Hotels & Resorts Worldwide, Inc.	199,559		6,390
Total			11,861
Insurance: Life 1.03%
Principal Financial Group, Inc.	239,307		6,076
Leisure Time 0.70%
priceline.com, Inc.*	19,153		4,101
Luxury Items 0.49%
Tiffany & Co.	67,904		2,898
Machinery: Industrial 0.52%
Kennametal, Inc.	135,301		3,044
Medical & Dental Instruments & Supplies 3.09%
C.R. Bard, Inc.	44,907		3,692
Edwards Lifesciences Corp.*	53,969		4,441
Kinetic Concepts, Inc.*	84,171		2,837
ResMed, Inc.*	107,648		5,411
Stryker Corp.	35,994		1,814
Total			18,195

See Notes to Financial Statements.

8

Schedule of Investments (continued)

November 30, 2009

Investments	Shares	Value (000)
Medical Equipment 0.94%
Affymetrix, Inc.*	247,632	$	1,174
Thermo Fisher Scientific, Inc.*	92,605		4,374
Total			5,548
Metal Fabricating 1.21%
Precision Castparts Corp.	68,691		7,122
Metals & Minerals: Diversified 0.25%
Cliffs Natural Resources, Inc.	32,693		1,440
Miscellaneous: Consumer Staples 0.68%
Energizer Holdings, Inc.*	70,512		3,973
Offshore Drilling & Other Services 1.83%
Atwood Oceanics, Inc.*	111,630		4,206
Diamond Offshore Drilling, Inc.	65,838		6,554
Total			10,760
Oil: Crude Producers 2.96%
Cabot Oil & Gas Corp.	74,161		2,840
Continental Resources, Inc.*	75,239		2,833
Petrohawk Energy Corp.*	153,655		3,433
Range Resources Corp.	94,382		4,448
Southwestern Energy Co.*	88,196		3,877
Total			17,431
Oil Well Equipment & Services 2.56%
Cameron International Corp.*	161,654		6,111
Oceaneering International, Inc.*	90,335		4,935
Smith International, Inc.	147,749		4,016
Total			15,062
Pharmaceuticals 2.99%
AmerisourceBergen Corp.	197,261		4,870
Vertex Pharmaceuticals, Inc.*	106,978		4,153

Investments		Shares	Value (000)
Warner Chilcott plc Class A (Ireland)*(a)		224,884	$	5,528
Watson Pharmaceuticals, Inc.*		81,443		3,021
Total				17,572
Producer Durables: Miscellaneous 0.54%
W.W. Grainger, Inc.		32,324		3,158
Production Technology Equipment 1.36%
Lam Research Corp.*		141,026		4,793
Varian Semiconductor Equipment Associates, Inc.*		109,534		3,191
Total				7,984
Railroads 1.03%
Kansas City Southern*		210,918		6,039
Real Estate 0.62%
CB Richard Ellis Group, Inc. Class A*		320,549		3,664
	��
Real Estate Investment Trusts 0.88%
Simon Property Group, Inc.		70,892		5,151
Scientific Instruments: Control & Filter 1.05%
Parker Hannifin Corp.		59,458		3,208
Roper Industries, Inc.		56,817		2,957
Total				6,165
Scientific Instruments: Electrical 0.28%
AMETEK, Inc.		45,127		1,650
Scientific Instruments: Gauges & Meters 1.24%
Agilent Technologies, Inc.*		115,088		3,328
Itron, Inc.*		64,746		3,936
Total				7,264
Securities Brokerage & Services 1.60%
IntercontinentalExchange, Inc.*		52,309		5,586
TD Ameritrade Holding Corp.*		195,221		3,834
Total				9,420

See Notes to Financial Statements.

9

Schedule of Investments (continued)

November 30, 2009

Investments	Shares	Value (000)
Semiconductors & Components 7.91%
Altera Corp.	165,628	$	3,483
Analog Devices, Inc.	166,007		4,979
Atheros Communications, Inc.*	150,836		4,294
Avnet, Inc.*	131,676		3,588
Broadcom Corp. Class A*	98,177		2,867
Cree, Inc.*	114,518		5,477
Cypress Semiconductor Corp.*	264,762		2,534
Linear Technology Corp.	145,931		3,936
Marvell Technology Group Ltd.*	288,240		4,445
Microchip Technology, Inc.	87,342		2,293
ON Semiconductor Corp.*	562,543		4,365
Silicon Laboratories, Inc.*	100,904		4,261
Total			46,522
Specialty Retail 9.64%
Abercrombie & Fitch Co. Class A	125,142		4,997
American Eagle Outfitters, Inc.	302,995		4,660
Bed Bath & Beyond, Inc.*	146,654		5,479
CarMax, Inc.*	281,206		5,590
Dick’s Sporting Goods, Inc.*	173,692		3,606
Dress Barn, Inc. (The)*	177,655		3,814
GameStop Corp. Class A*	169,081		4,127
Limited Brands, Inc.	365,120		6,057
O’Reilly Automotive, Inc.*	99,090		3,843
Ross Stores, Inc.	113,351		4,985
TJX Companies, Inc. (The)	142,424		5,466
Urban Outfitters, Inc.*	129,113		4,085
Total			56,709
Steel 0.77%
United States Steel Corp.	101,068		4,514
Textiles Apparel & Shoes 2.18%
Carter’s, Inc.*	157,683		3,430
Coach, Inc.	180,486		6,272

Investments	Shares	Value (000)
Polo Ralph Lauren Corp.	40,613	$	3,121
Total			12,823
Tobacco 0.89%
Lorillard, Inc.	67,288		5,242
Transportation: Miscellaneous 0.87%
Expeditors International of Washington, Inc.	160,159		5,114
Truckers 2.06%
C.H. Robinson Worldwide, Inc.	71,276		3,973
Con-way, Inc.	128,572		3,896
J.B. Hunt Transport Services, Inc.	132,912		4,235
Total			12,104
Utilities: Miscellaneous 0.53%
Ormat Technologies, Inc.	75,729		3,118
Wholesale & International Trade 0.50%
LKQ Corp.*	169,800		2,960
Total Common Stocks (cost $484,400,016)			587,556

See Notes to Financial Statements.

10

Schedule of Investments (concluded)

November 30, 2009

Investments	Principal Amount (000)		Value (000)
SHORT-TERM INVESTMENT 0.42%
Repurchase Agreement
Repurchase Agreement dated 11/30/2009, 0.01% due 12/1/2009 with State Street Bank & Trust Co. collateralized by $2,560,000 of U.S. Treasury Bill at 0.15% due 4/15/2010; value: $2,558,976; proceeds: $2,507,114 (cost $2,507,114)	$	2,507	$	2,507
Total Investments in Securities 100.35% (cost $486,907,130)				590,063
Liabilities in Excess of Other Assets (0.35%)				(2,077	)
Net Assets 100.00%			$	587,986

* Non-income producing security.

^(a) Foreign security traded in U.S. dollars.

See Notes to Financial Statements.

11

Statement of Assets and Liabilities

November 30, 2009

ASSETS:
Investments in securities, at value (cost $486,907,130)	$	590,063,327
Receivables:
Interest and dividends		839,656
Capital shares sold		527,654
Prepaid expenses and other assets		65,501
Total assets		591,496,138
LIABILITIES:
Payables:
Investment securities purchased		1,494,944
Capital shares reacquired		830,862
Management fee		393,116
12b-1 distribution fees		227,614
Directors’ fees		82,267
Fund administration		19,771
To affiliates (See Note 3)		68,443
Accrued expenses and other liabilities		392,791
Total liabilities		3,509,808
NET ASSETS	$	587,986,330
COMPOSITION OF NET ASSETS:
Paid-in capital	$	587,693,989
Accumulated net investment loss		(34,660	)
Accumulated net realized loss on investments		(102,829,196	)
Net unrealized appreciation on investments		103,156,197
Net Assets	$	587,986,330

See Notes to Financial Statements.

12

Statement of Assets and Liabilities (concluded)

November 30, 2009

Net assets by class:
Class A Shares	$	414,929,960
Class B Shares	$	51,703,206
Class C Shares	$	63,731,573
Class F Shares	$	2,362,242
Class I Shares	$	42,775,291
Class P Shares	$	9,184,524
Class R2 Shares	$	1,117,502
Class R3 Shares	$	2,182,032
Outstanding shares by class:
Class A Shares (100 million shares of common stock authorized, $.001 par value)		24,222,735
Class B Shares (30 million shares of common stock authorized, $.001 par value)		3,293,933
Class C Shares (20 million shares of common stock authorized, $.001 par value)		4,062,464
Class F Shares (30 million shares of common stock authorized, $.001 par value)		137,182
Class I Shares (30 million shares of common stock authorized, $.001 par value)		2,393,548
Class P Shares (20 million shares of common stock authorized, $.001 par value)		537,902
Class R2 Shares (30 million shares of common stock authorized, $.001 par value)		65,577
Class R3 Shares (30 million shares of common stock authorized, $.001 par value)		127,708
Net asset value, offering and redemption price per share (Net assets divided by outstanding shares):
Class A Shares-Net asset value		$17.13
Class A Shares-Maximum offering price (Net asset value plus sales charge of 5.75%)		$18.18
Class B Shares-Net asset value		$15.70
Class C Shares-Net asset value		$15.69
Class F Shares-Net asset value		$17.22
Class I Shares-Net asset value		$17.87
Class P Shares-Net asset value		$17.07
Class R2 Shares-Net asset value		$17.04
Class R3 Shares-Net asset value		$17.09

See Notes to Financial Statements.

13

Statement of Operations

For the Year Ended November 30, 2009

Investment income:
Dividends	$	4,960,600
Interest		354
Total investment income		4,960,954
Expenses:
Management fee		4,046,468
12b-1 distribution plan-Class A		1,267,425
12b-1 distribution plan-Class B		486,925
12b-1 distribution plan-Class C		527,568
12b-1 distribution plan-Class F		1,424
12b-1 distribution plan-Class P		37,144
12b-1 distribution plan-Class R2		3,673
12b-1 distribution plan-Class R3		6,482
Shareholder servicing		1,772,666
Fund administration		202,323
Subsidy (See Note 3)		117,886
Registration		88,034
Reports to shareholders		59,264
Professional		57,478
Directors’ fees		20,225
Custody		8,422
Other		20,856
Gross expenses		8,724,263
Expense reductions (See Note 7)		(1,400	)
Expenses reimbursed by advisor (See Note 3)		(322,513	)
Net expenses		8,400,350
Net investment loss		(3,439,396	)
Net realized and unrealized gain (loss):
Net realized loss on investments		(72,411,670	)
Net change in unrealized appreciation/depreciation on investments		240,075,680
Net realized and unrealized gain		167,664,010
Net Increase in Net Assets Resulting From Operations	$	164,224,614

See Notes to Financial Statements.

14

Statements of Changes in Net Assets

INCREASE (DECREASE) IN NET ASSETS	For the Year Ended November 30, 2009			For the Year Ended November 30, 2008
Operations:
Net investment loss	$	(3,439,396	)	$	(6,421,022	)
Net realized loss on investments and foreign currency related transactions		(72,411,670	)		(12,656,314	)
Net change in unrealized appreciation/depreciation on investments		240,075,680			(279,114,470	)
Net increase (decrease) in net assets resulting from operations		164,224,614			(298,191,806	)
Distributions to shareholders from:
Net realized gain
Class A		(14,340,844	)		(72,993,177	)
Class B		(2,217,745	)		(12,846,667	)
Class C		(2,091,932	)		(10,680,237	)
Class F		(15,377	)		(1,202	)
Class I		(971,934	)		(2,417,829	)
Class P		(388,306	)		(2,028,077	)
Class R2		(5,141	)		(1,196	)
Class R3		(3,763	)		(1,196	)
Total distributions to shareholders		(20,035,042	)		(100,969,581	)
Capital share transactions (Net of share conversions) (See Note 11):
Net proceeds from sales of shares		98,858,879			112,016,824
Reinvestment of distributions		19,316,931			96,839,281
Cost of shares reacquired		(138,574,482	)		(179,020,030	)
Net increase (decrease) in net assets resulting from capital share transactions		(20,398,672	)		29,836,075
Net increase (decrease) in net assets		123,790,900			(369,325,312	)
NET ASSETS:
Beginning of year	$	464,195,430		$	833,520,742
End of year	$	587,986,330		$	464,195,430
Accumulated net investment loss	$	(34,660	)	$	(552,793	)

See Notes to Financial Statements.

15

Financial Highlights

	Class A Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$12.93		$23.84		$22.02		$21.15		$19.21
Investment operations:
Net investment loss(a)	(.08	)	(.15	)	(.20	)	(.15	)	(.19	)
Net realized and unrealized gain (loss)	4.84		(7.91	)	4.01		1.67		2.13
Total from investment operations	4.76		(8.06	)	3.81		1.52		1.94
Distributions to shareholders from:
Net realized gain	(.56	)	(2.85	)	(1.99	)	(.65	)	–
Net asset value, end of year	$17.13		$12.93		$23.84		$22.02		$21.15
Total Return(b)	38.43	%	(38.34	)%	18.81	%	7.35	%	10.10	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including expenses reimbursed	1.55	%	1.55	%	1.53	%	1.54	%	1.55	%
Expenses, including expense reductions and expenses reimbursed	1.55	%	1.55	%	1.53	%	1.54	%	1.55	%
Expenses, excluding expense reductions and expenses reimbursed	1.61	%	1.57	%	1.54	%	1.56	%	1.59	%
Net investment loss	(.57	)%	(.79	)%	(.91	)%	(.70	)%	(.96	)%
Supplemental Data:
Net assets, end of year (000)	$414,930		$337,981		$613,735		$614,433		$634,059
Portfolio turnover rate	80.21	%	123.95	%	101.25	%	159.86	%	97.35	%

^(a) Calculated using average shares outstanding during the year.

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

See Notes to Financial Statements.

16

Financial Highlights (continued)

	Class B Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$11.97		$22.41		$20.94		$20.27		$18.53
Investment operations:
Net investment loss(a)	(.16	)	(.25	)	(.32	)	(.27	)	(.31	)
Net realized and unrealized gain (loss)	4.45		(7.34	)	3.78		1.59		2.05
Total from investment operations	4.29		(7.59	)	3.46		1.32		1.74
Distributions to shareholders from:
Net realized gain	(.56	)	(2.85	)	(1.99	)	(.65	)	–
Net asset value, end of year	$15.70		$11.97		$22.41		$20.94		$20.27
Total Return(b)	37.55	%	(38.73	)%	18.04	%	6.66	%	9.39	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including expenses reimbursed	2.20	%	2.20	%	2.18	%	2.19	%	2.20	%
Expenses, including expense reductions and expenses reimbursed	2.20	%	2.20	%	2.18	%	2.19	%	2.20	%
Expenses, excluding expense reductions and expenses reimbursed	2.27	%	2.22	%	2.19	%	2.21	%	2.23	%
Net investment loss	(1.22	)%	(1.44	)%	(1.56	)%	(1.35	)%	(1.61	)%
Supplemental Data:
Net assets, end of year (000)	$51,703		$48,147		$101,200		$100,741		$106,809
Portfolio turnover rate	80.21	%	123.95	%	101.25	%	159.86	%	97.35	%

^(a) Calculated using average shares outstanding during the year.

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

See Notes to Financial Statements.

17

Financial Highlights (continued)

		Class C Shares
		Year Ended 11/30
		2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year		$11.96		$22.40		$20.93		$20.26		$18.53
Investment operations:
Net investment loss(a)	��	(.16	)	(.25	)	(.32	)	(.27	)	(.31	)
Net realized and unrealized gain (loss)		4.45		(7.34	)	3.78		1.59		2.04
Total from investment operations		4.29		(7.59	)	3.46		1.32		1.73
Distributions to shareholders from:
Net realized gain		(.56	)	(2.85	)	(1.99	)	(.65	)	–
Net asset value, end of year		$15.69		$11.96		$22.40		$20.93		$20.26
Total Return(b)		37.58	%	(38.75	)%	18.05	%	6.66	%	9.34	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including expenses reimbursed		2.20	%	2.20	%	2.18	%	2.19	%	2.20	%
Expenses, including expense reductions and expenses reimbursed		2.20	%	2.20	%	2.18	%	2.19	%	2.20	%
Expenses, excluding expense reductions and expenses reimbursed		2.26	%	2.23	%	2.19	%	2.21	%	2.23	%
Net investment loss		(1.22	)%	(1.44	)%	(1.56	)%	(1.35	)%	(1.61	)%
Supplemental Data:
Net assets, end of year (000)		$63,732		$45,385		$83,891		$79,485		$83,339
Portfolio turnover rate		80.21	%	123.95	%	101.25	%	159.86	%	97.35	%

^(a) Calculated using average shares outstanding during the year.

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

See Notes to Financial Statements.

18

Financial Highlights (continued)

	Class F Shares
	Year Ended 11/30				9/28/2007(a) to 11/30/2007
	2009		2008
Per Share Operating Performance
Net asset value, beginning of period	$12.96		$23.85		$23.81
Investment operations:
Net investment loss(b)	(.05	)	(.09	)	(.03	)
Net realized and unrealized gain (loss)	4.87		(7.95	)	.07
Total from investment operations	4.82		(8.04	)	.04
Distributions to shareholders from:
Net realized gain	(.56	)	(2.85	)	–
Net asset value, end of period	$17.22		$12.96		$23.85
Total Return(c)	38.82	%	(38.22	)%	.17	%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including expenses reimbursed	1.30	%	1.30	%	.22	%(d)
Expenses, including expense reductions expenses reimbursed	1.30	%	1.30	%	.22	%(d)
Expenses, excluding expense reductions and expenses reimbursed	1.34	%	1.36	%	.22	%(d)
Net investment loss	(.35	)%	(.53	)%	(.14	)%(d)
Supplemental Data:
Net assets, end of period (000)	$2,362		$359		$10
Portfolio turnover rate	80.21	%	123.95	%	101.25	%

^(a) Commencement of investment operations was 9/28/2007, SEC effective date was 9/14/2007 and date shares first became available to the public was 10/1/2007.

^(b) Calculated using average shares outstanding during the period.

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

^(d) Not annualized.

See Notes to Financial Statements.

19

Financial Highlights (continued)

	Class I Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$13.42		$24.56		$22.55		$21.57		$19.52
Investment operations:
Net investment loss(a)	(.03	)	(.08	)	(.12	)	(.07	)	(.12	)
Net realized and unrealized gain (loss)	5.04		(8.21	)	4.12		1.70		2.17
Total from investment operations	5.01		(8.29	)	4.00		1.63		2.05
Distributions to shareholders from:
Net realized gain	(.56	)	(2.85	)	(1.99	)	(.65	)	–
Net asset value, end of year	$17.87		$13.42		$24.56		$22.55		$21.57
Total Return(b)	38.91	%	(38.12	)%	19.24	%	7.73	%	10.50	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including expenses reimbursed	1.20	%	1.20	%	1.18	%	1.19	%	1.20	%
Expenses, including expense reductions and expenses reimbursed	1.20	%	1.20	%	1.18	%	1.19	%	1.20	%
Expenses, excluding expense reductions and expenses reimbursed	1.25	%	1.23	%	1.19	%	1.22	%	1.23	%
Net investment loss	(.22	)%	(.41	)%	(.55	)%	(.32	)%	(.60	)%
Supplemental Data:
Net assets, end of year (000)	$42,775		$23,175		$17,965		$19,631		$8,901
Portfolio turnover rate	80.21	%	123.95	%	101.25	%	159.86	%	97.35	%

^(a) Calculated using average shares outstanding during the year.

^(b) Total return assumes the reinvestment of all distributions.

See Notes to Financial Statements.

20

Financial Highlights (continued)

	Class P Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$12.90		$23.82		$22.02		$21.17		$19.25
Investment operations:
Net investment loss(a)	(.09	)	(.17	)	(.22	)	(.17	)	(.21	)
Net realized and unrealized gain (loss)	4.82		(7.90	)	4.01		1.67		2.13
Total from investment operations	4.73		(8.07	)	3.79		1.50		1.92
Distributions to shareholders from:
Net realized gain	(.56	)	(2.85	)	(1.99	)	(.65	)	–
Net asset value, end of year	$17.07		$12.90		$23.82		$22.02		$21.17
Total Return(b)	38.28	%	(38.42	)%	18.71	%	7.24	%	9.97	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including expenses reimbursed	1.65	%	1.65	%	1.63	%	1.64	%	1.65	%
Expenses, including expense reductions and expenses reimbursed	1.65	%	1.65	%	1.63	%	1.64	%	1.65	%
Expenses, excluding expense reductions and expenses reimbursed	1.72	%	1.67	%	1.64	%	1.66	%	1.68	%
Net investment loss	(.66	)%	(.88	)%	(1.01	)%	(.79	)%	(1.05	)%
Supplemental Data:
Net assets, end of year (000)	$9,185		$8,945		$16,699		$15,856		$17,536
Portfolio turnover rate	80.21	%	123.95	%	101.25	%	159.86	%	97.35	%

^(a) Calculated using average shares outstanding during the year.

^(b) Total return assumes the reinvestment of all distributions.

See Notes to Financial Statements.

21

Financial Highlights (continued)

	Class R2 Shares
	Year Ended 11/30				9/28/2007(a) to 11/30/2007
	2009		2008
Per Share Operating Performance
Net asset value, beginning of period	$12.90		$23.83		$23.81
Investment operations:
Net investment loss(b)	(.13	)	(.16	)	(.05	)
Net realized and unrealized gain (loss)	4.83		(7.92	)	.07
Total from investment operations	4.70		(8.08	)	.02
Distributions to shareholders from:
Net realized gain	(.56	)	(2.85	)	–
Net asset value, end of period	$17.04		$12.90		$23.83
Total Return(c)	38.04	%	(38.45	)%	.08	%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including expenses reimbursed	1.80	%	1.75	%	.28	%(d)
Expenses, including expense reductions and expenses reimbursed	1.80	%	1.75	%	.28	%(d)
Expenses, excluding expense reductions and expenses reimbursed	1.83	%	1.81	%	.29	%(d)
Net investment loss	(.84	)%	(.93	)%	(.20	)%(d)
Supplemental Data:
Net assets, end of period (000)	$1,118		$119		$10
Portfolio turnover rate	80.21	%	123.95	%	101.25	%

^(a) Commencement of investment operations was 9/28/2007, SEC effective date was 9/14/2007 and date shares first became available to the public was 10/1/2007.

^(b) Calculated using average shares outstanding during the period.

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

^(d) Not annualized.

See Notes to Financial Statements.

22

Financial Highlights (concluded)

	Class R3 Shares
	Year Ended 11/30				9/28/2007(a) to 11/30/2007
	2009		2008
Per Share Operating Performance
Net asset value, beginning of period	$12.91		$23.84		$23.81
Investment operations:
Net investment loss(b)	(.12	)	(.14	)	(.04	)
Net realized and unrealized gain (loss)	4.86		(7.94	)	.07
Total from investment operations	4.74		(8.08	)	.03
Distributions to shareholders from:
Net realized gain	(.56	)	(2.85	)	–
Net asset value, end of period	$17.09		$12.91		$23.84
Total Return(c)	38.33	%	(38.43	)%	.13	%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including expenses reimbursed	1.70	%	1.65	%	.27	%(d)
Expenses, including expense reductions and expenses reimbursed	1.70	%	1.65	%	.27	%(d)
Expenses, excluding expense reductions and expenses reimbursed	1.72	%	1.70	%	.27	%(d)
Net investment loss	(.76	)%	(.82	)%	(.18	)%(d)
Supplemental Data:
Net assets, end of period (000)	$2,182		$85		$10
Portfolio turnover rate	80.21	%	123.95	%	101.25	%

^(a) Commencement of investment operations was 9/28/2007, SEC effective date was 9/14/2007 and date shares first became available to the public was 10/1/2007.

^(b) Calculated using average shares outstanding during the period.

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

^(d) Not annualized.

See Notes to Financial Statements.

23

Notes to Financial Statements

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, incorporated under Maryland law on April 6, 1992. The Company currently consists of four separate funds. This report covers one of the funds and its classes: Lord Abbett Growth Opportunities Fund (the “Fund”).

The Fund’s investment objective is capital appreciation. The Fund offers eight classes of shares: Class A, B, C, F, I, P, R2 and R3, each with different expenses and dividends. 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 and R3 shares, although there may be a contingent deferred sales charge (“CDSC”) for 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); 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 25 ^th day of the month (or, if the 25^th 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 Fund’s Class P shares are closed to substantially all new retirement and benefit plans and fee-based programs, with certain exceptions as set forth in the Fund’s prospectuses. Effective March 31, 2010, the Fund will no longer offer Class B shares.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

2.    SIGNIFICANT ACCOUNTING POLICIES

(a) Investment Valuation–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 more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange LLC. The Fund may rely on 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. Securities for which market quotations are not readily available are valued at fair value as determined by management and approved in good faith by the Board of Directors. Short-term securities with 60 days or less remaining to maturity are valued using the amortized cost method, which approximates current market 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.

24

Notes to Financial Statements (continued)

(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. 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 the 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.

The 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 the Fund’s U.S. federal tax returns remains open for the fiscal years ended November 30, 2006 through November 30, 2009. 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 and R3 shares bear their class-specific share of all expenses and fees relating to the Fund’s 12b-1 Distribution Plan.

(f) Foreign Transactions–The books and records of the Fund are maintained in U.S. dollars and transactions denominated in foreign currencies are recorded in the 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 investments and translation of assets and liabilities denominated in foreign currencies on the Fund’s Statement of Operations. The resultant exchange gains and losses upon settlement of such transactions are included in Net realized loss on investments and foreign currency related transactions on the Fund’s Statement of Operations. The Fund does 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.

(g) Repurchase Agreements–The 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. The 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 value of these securities has declined, a Fund may incur a loss upon disposition of the securities.

(h) Fair Value Measurements–In accordance with Financial Accounting Standards Board, Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures

25

Notes to Financial Statements (continued)

(formerly SFAS 157), fair value is defined as the price that the Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment. ASC 820 established a three-tier hierarchy 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 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 – 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 the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of November 30, 2009 in valuing the Fund’s investments carried at value:

Investment Type*	Level 1 (000)		Level 2 (000)		Level 3 (000)		Total (000)
Common Stocks	$	587,556	$	–	$	–	$	587,556
Repurchase Agreement		–		2,507		–		2,507
Total	$	587,556	$	2,507	$	–	$	590,063

* See Schedule of Investments for values in each industry.

3.    MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Management Fee

The Company has a management agreement with Lord, Abbett & Co. LLC (“Lord Abbett”), pursuant to which Lord Abbett supplies the 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 the Fund’s investment portfolio.

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

First $1 billion	.80%
Next $1 billion	.75%
Next $1 billion	.70%
Over $3 billion	.65%

26

Notes to Financial Statements (continued)

For the fiscal year ended November 30, 2009, the effective management fee paid to Lord Abbett was at an annualized rate of .80% of the Fund’s average daily net assets.

For the period December 1, 2008 through March 31, 2009, Lord Abbett contractually agreed to reimburse the Fund to the extent necessary so that each class’ total annual operating expenses did not exceed the rates below. Effective April 1, 2009, Lord Abbett voluntarily agreed to reimburse the Fund to the extent necessary so that each class’ total annual operating expenses do not exceed the following:

Class	% of Average Daily Net Assets
A	1.55%
B	2.20%
C	2.20%
F	1.30%
I	1.20%
P	1.65%
R2	1.80%
R3	1.70%

Lord Abbett may discontinue the voluntary reimbursement or change the level of its voluntary reimbursement at any time.

Lord Abbett provides certain administrative services to the Fund pursuant to an Administrative Services Agreement at an annual rate of .04% of the Fund’s average daily net assets.

The Fund, along with certain other funds managed by Lord Abbett (collectively, the “Underlying Funds”), has entered into a Servicing Arrangement with Lord Abbett Diversified Equity Strategy Fund and Lord Abbett Growth & Income Strategy Fund of Lord Abbett Investment Trust and Lord Abbett Global Allocation Fund of Lord Abbett Global Fund, Inc. (each, a “Fund of Funds”), pursuant to which each Underlying Fund pays a portion of the expenses (excluding management fees and distribution and service fees) of the Fund of Funds in proportion to the average daily value of Underlying Fund shares owned by the Fund of Funds. Amounts paid pursuant to the Servicing Arrangement are included in Subsidy expense on the Fund’s Statement of Operations and Payable to affiliates on the Fund’s Statement of Assets and Liabilities.

As of November 30, 2009, the percentages of the Fund’s outstanding shares owned by Lord Abbett Diversified Equity Strategy Fund, Lord Abbett Growth & Income Strategy Fund and Lord Abbett Global Allocation Fund were 2.06%, 2.94% and 1.28%, respectively.

12b-1 Distribution Plan

The Fund has adopted a distribution plan with respect to Class A, B, C, F, P, R2 and R3 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 fees are accrued daily at annual rates based upon each Fund’s average daily net assets as follows:

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

* The Fund 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 shares do not have a distribution plan.

27

Notes to Financial Statements (continued)

Commissions

Distributor received the following commissions on sales of shares of the Fund, after concessions were paid to authorized dealers, for the fiscal year ended November 30, 2009:

Distributor Commissions	Dealers’ Concessions
$111,933	$	609,384

Distributor received CDSCs of $4,186 and $6,552 for Class A and Class C shares, respectively, for the fiscal year ended November 30, 2009.

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 annually. Taxable net realized gains from investment transactions, reduced by 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 fiscal years ended November 30, 2009 and 2008 was as follows:

	Year Ended 11/30/2009		Year Ended 11/30/2008
Distributions paid from:
Ordinary income	$	–	$	40,695,443
Net long-term capital gains		20,035,042		60,274,138
Total distributions paid	$	20,035,042	$	100,969,581

As of November 30, 2009, the components of accumulated earnings on a tax-basis were as follows:

Capital loss carryforwards*		(102,161,515	)
Temporary differences		(82,267	)
Unrealized gains – net		102,536,123
Total accumulated gains – net	$	292,341

* As of November 30, 2009, the capital loss carryforwards, along with the related expiration dates, were as follows:

2016	2017		Total
$29,568,245	$	72,593,270	$	102,161,515

28

Notes to Financial Statements (continued)

As of November 30, 2009, the aggregate unrealized security gains and losses based on cost for U.S. federal income tax purposes were as follows:

Tax cost	$	487,527,204
Gross unrealized gain		118,563,329
Gross unrealized loss		(16,027,206	)
Net unrealized security gain	$	102,536,123

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

Permanent items identified during the fiscal year ended November 30, 2009, have been reclassified among the components of net assets based on their tax basis treatment as follows:

Accumulated Net Investment Loss	Accumulated Net Realized Loss		Paid-in Capital
$3,957,529	$	21,427	$	(3,978,956	)

The permanent difference is attributable to the tax treatment of net investment losses and certain distributions received.

5.    PORTFOLIO SECURITIES TRANSACTIONS

Purchases and sales of investment securities (excluding short-term investments) for the fiscal year ended November 30, 2009 were as follows:

Purchases	Sales
$403,419,964	$	436,405,238

There were no purchases or sales of U.S. Government securities for the fiscal year ended November 30, 2009.

6.    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. Outside Directors’ fees are allocated among all Lord Abbett-sponsored funds based on the net assets of the fund. There is an equity-based plan available to all outside Directors under which outside 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 have been invested in the funds. Such amounts and earnings accrued thereon are included in Directors’ fees on the Statement of Operations and in Directors’ fees payable on the Statement of Assets and Liabilities and are not deductible for U.S. federal income tax purposes until such amounts are paid.

7.    EXPENSE REDUCTIONS

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

29

Notes to Financial Statements (continued)

8.    LINE OF CREDIT

The Fund and certain other funds managed by Lord Abbett have available an unsecured revolving credit facility (“Facility”) from State Street Bank and Trust Company (“SSB”), to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. The Facility is renewed annually under terms that depend on market conditions at the time of the renewal. Accordingly, effective December 4, 2009, the amount available under the Facility remains $200,000,000 and the annual fee to maintain the Facility (of which each participating fund pays its pro rata share based on the net assets of each participating fund) was changed from .125% (.08% prior to December 5, 2008) of the amount available under the Facility to .15%. This amount is included in Other Expenses on the Fund’s Statement of Operations. In connection with the renewal, the Fund paid an upfront commitment fee of .05% on December 4, 2009. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. As of November 30, 2009, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the fiscal year ended November 30, 2009.

9.    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 the Fund’s NAV.

10.    INVESTMENT RISKS

The Fund is subject to the general risks and considerations associated with equity investing. The value of an investment will fluctuate in response to movements in the equity securities market in general, and to the changing prospects of individual companies in which the Fund invests. The 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 larger, more established companies.

These factors can affect the Fund’s performance.

11. SUMMARY OF CAPITAL TRANSACTIONS

Transactions in shares of capital stock were as follows:

	Year Ended November 30, 2009					Year Ended November 30, 2008
Class A Shares	Shares		Amount			Shares		Amount
Shares sold	3,877,165		$	56,025,950		3,870,150		$	65,683,092
Converted from Class B*	381,746			5,359,380		412,582			7,751,875
Reinvestment of distributions	1,128,844			13,986,374		3,424,588			71,231,500
Shares reacquired	(7,305,370	)		(101,966,867	)	(7,307,366	)		(131,136,183	)
Increase (decrease)	(1,917,615	)	$	(26,595,163	)	399,954		$	13,530,284

30

Notes to Financial Statements (continued)

	Year Ended November 30, 2009					Year Ended November 30, 2008
Class B Shares	Shares		Amount			Shares		Amount
Shares sold	500,693		$	6,491,649		499,675		$	8,669,372
Reinvestment of distributions	182,332			2,082,099		611,883			11,852,174
Shares reacquired	(996,865	)		(12,853,743	)	(1,159,637	)		(19,482,360	)
Converted to Class A*	(415,128	)		(5,359,380	)	(444,107	)		(7,751,875	)
Decrease	(728,968	)	$	(9,639,375	)	(492,186	)	$	(6,712,689	)
Class C Shares
Shares sold	1,167,445		$	14,970,083		791,889		$	13,807,768
Reinvestment of distributions	164,095			1,872,334		485,077			9,391,105
Shares reacquired	(1,063,096	)		(13,396,122	)	(1,227,459	)		(20,802,973	)
Increase	268,444		$	3,446,295		49,507		$	2,395,900
Class F Shares
Shares sold	134,213		$	1,705,435		39,948		$	793,966
Reinvestment of distributions	1,230			15,275		57			1,196
Shares reacquired	(25,922	)		(376,956	)	(12,766	)		(174,447	)
Increase	109,521		$	1,343,754		27,239		$	620,715
Class I Shares
Shares sold	781,303		$	11,958,450		964,693		$	18,624,220
Reinvestment of distributions	75,462			971,969		112,404			2,417,818
Shares reacquired	(190,229	)		(2,440,817	)	(81,570	)		(1,581,289	)
Increase	666,536		$	10,489,602		995,527		$	19,460,749
Class P Shares
Shares sold	185,954		$	2,730,598		219,532		$	4,144,787
Reinvestment of distributions	31,137			384,852		93,553			1,943,096
Shares reacquired	(372,475	)		(5,033,116	)	(320,834	)		(5,832,503	)
Increase (decrease)	(155,384	)	$	(1,917,666	)	(7,749	)	$	255,380
Class R2 Shares
Shares sold	70,079		$	970,217		8,835		$	169,006
Reinvestment of distributions	21			265		57			1,196
Shares reacquired	(13,762	)		(188,809	)	(73	)		(1,482	)
Increase	56,338		$	781,673		8,819		$	168,720
Class R3 Shares
Shares sold	269,879		$	4,006,497		6,596		$	124,613
Reinvestment of distributions	304			3,763		57			1,196
Shares reacquired	(149,071	)		(2,318,052	)	(477	)		(8,793	)
Increase	121,112		$	1,692,208		6,176		$	117,016

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

31

Notes to Financial Statements (concluded)

12.    SUBSEQUENT EVENTS

In accordance with the provisions set forth in ASC Topic 855 (formerly SFAS 165), Subsequent Events, adopted by the Fund as of November 30, 2009, management has evaluated subsequent events existing in the Fund’s financial statements through January 29, 2010. Management has determined that there were no material subsequent events that would require recognition or additional disclosure in the Fund’s financial statements through this date.

13.    RECENT ACCOUNTING PRONOUNCEMENTS

In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update 2010-06 “Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”). ASU 2010-06 provides clarifications to existing disclosures required by ASC 820 as well as amends ASC 820 to require certain new disclosures. ASU 2010-06 is substantially effective for interim and annual reporting periods beginning after December 15, 2009. Management is currently evaluating the impact the adoption of ASU 2010-06 will have on the Fund’s financial statement disclosures.

32

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Lord Abbett Research Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Lord Abbett Growth Opportunities Fund, one of the portfolios constituting the Lord Abbett Research Fund, Inc. (the “Company”), as of November 30, 2009, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Lord Abbett Growth Opportunities Fund of the Lord Abbett Research Fund, Inc. as of November 30, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

New York, New York

January 29, 2010

33

Basic Information About Management

The Board of Directors (the “Board”) is responsible for the management of the business and affairs of the Company in accordance with the laws of the State of Maryland. The Board appoints officers who are responsible for the day-to-day operations of the Company and who execute policies authorized by the Board. The Board also approves an investment adviser to the Company and continues to monitor the cost and quality of the services provided by the investment adviser, and annually considers whether to renew the contract with the adviser. Generally, each Director holds office until his/her successor is elected and qualified or until his/her earlier resignation or removal, as provided in the Company’s organizational documents.

Lord, Abbett & Co. LLC (“Lord Abbett”), a Delaware limited liability company, is the Company’s investment adviser.

Interested Directors

The following Directors are partners of Lord Abbett and are “interested persons” of the Company as defined in the Act. Mr. Dow and Ms. Foster are officers, directors, or trustees of each of the 14 Lord Abbett-sponsored funds, which consist of 53 portfolios or series.

Name, Address and Year of Birth	Current Position and Length of Service with Company	Principal Occupation During Past Five Years	Other Directorships
Robert S. Dow Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1945)	Director and Chairman since 1996	Senior Partner (since 2007), Chief Executive Officer (since 1996) and was formerly Managing Partner (1996 - 2007), joined Lord Abbett in 1972.	N/A
Daria L. Foster Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1954)	Director since 2006	Managing Partner (since 2007) and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990.	N/A

Independent Directors

The following independent or outside Directors (“Independent Directors”) are also directors or trustees of each of the 14 Lord Abbett-sponsored funds, which consist of 53 portfolios or series.

Name, Address and Year of Birth	Current Position and Length of Service with Company	Principal Occupation During Past Five Years	Other Directorships
E. Thayer Bigelow Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1941)	Director since 1996	Managing General Partner, Bigelow Media, LLC (since 2000); Senior Adviser, Time Warner Inc. (1998 - 2000).	Currently serves as director of Crane Co. (since 1984), Huttig Building Products Inc. (since 1998) and R.H. Donnelley Inc. (since 2009).

34

Basic Information About Management (continued)

Name, Address and Year of Birth	Current Position and Length of Service with Company	Principal Occupation During Past Five Years	Other Directorships
William H.T. Bush Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1938)	Director since 1998	Co-founder and Chairman of the Board of the financial advisory firm of Bush - O’Donnell & Company (since 1986).	Currently serves as director of WellPoint, Inc., a health benefits company (since 2002).
Robert B. Calhoun, Jr. Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1942)	Director since 1998	Senior Advisor of Monitor Clipper Partners, a private equity investment fund (since 1997); President of Clipper Asset Management Corp. (1991 - 2009).	N/A
Julie A. Hill Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1946)	Director since 2004	Owner and CEO of The Hill Company, a business consulting firm (since 1998).	Currently serves as director of WellPoint, Inc., a health benefits company (since 1994) and Lend Lease Corporation Limited (since 2005).
Franklin W. Hobbs Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2001	Advisor of One Equity Partners, a private equity firm (since 2004).	Currently serves as a director and Chairman of the Board of GMAC Inc., a financial services firm (since 2009) and as a director of Molson Coors Brewing Company (since 2002).
Thomas J. Neff Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1937)	Director since 1992	Chairman of Spencer Stuart (U.S.), an executive search consulting firm (since 1996).	Currently serves as director of Ace, Ltd. (since 1997) and Hewitt Associates, Inc. (since 2004).
James L.L. Tullis Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2006	CEO of Tullis-Dickerson and Co. Inc., a venture capital management firm (since 1990).	Currently serves as director of Crane Co. (since 1998).

35

Basic Information About Management (continued)

Officers

None of the officers listed below have received compensation from the Company. All of the officers of the Company may also be officers of the other Lord Abbett-sponsored funds and maintain offices at 90 Hudson Street, Jersey City, NJ 07302. Unless otherwise indicated, the titles and positions listed under the “Principal Occupation” column indicate the officer’s position(s) and title(s) with Lord Abbett.

Name and Year of Birth	Current Position with Company	Length of Service of Current Position	Principal Occupation During Past Five Years
Robert S. Dow (1945)	Chief Executive Officer and Chairman	Elected in 1996	Senior Partner (since 2007), Chief Executive Officer (since 1996) and was formerly Managing Partner (1996 - 2007), joined Lord Abbett in 1972.
Daria L. Foster (1954)	President	Elected in 2006	Managing Partner (since 2007) and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990.
Robert P. Fetch (1953)	Executive Vice President	Elected in 1997	Partner and Director, joined Lord Abbett in 1995.
Daniel H. Frascarelli (1954)	Executive Vice President	Elected in 2005	Partner and Director, joined Lord Abbett in 1990.
Robert I. Gerber (1954)	Executive Vice President	Elected in 2007	Partner and Chief Investment Officer (since 2007), joined Lord Abbett in 1997 as Director of Taxable Fixed Income Management.
Gerard S. E. Heffernan, Jr. (1963)	Executive Vice President	Elected in 2009	Partner and Director, joined Lord Abbett in 1998.
Christopher J. Towle (1957)	Executive Vice President	Elected in 2001	Partner and Director, joined Lord Abbett in 1987.
Paul J. Volovich (1973)	Executive Vice President	Elected in 2004	Partner and Director, joined Lord Abbett in 1997.
James W. Bernaiche (1956)	Chief Compliance Officer	Elected in 2004	Partner and Chief Compliance Officer, joined Lord Abbett in 2001.
Joan A. Binstock (1954)	Chief Financial Officer and Vice President	Elected in 1999	Partner and Chief Operations Officer, joined Lord Abbett in 1999.
John K. Forst (1960)	Vice President and Assistant Secretary	Elected in 2005	Deputy General Counsel, joined Lord Abbett in 2004.

36

Basic Information About Management (concluded)

Name and Year of Birth	Current Position with Company	Length of Service of Current Position	Principal Occupation During Past Five Years
Lawrence H. Kaplan (1957)	Vice President and Secretary	Elected in 1997	Partner and General Counsel, joined Lord Abbett in 1997.
Deepak Khanna (1963)	Vice President	Elected in 2008	Portfolio Manager, returned to Lord Abbett in 2007 from Jennison Associates LLC (2005 - 2007). Mr. Khanna’s former experience at Lord Abbett included Senior Research Analyst - other investment strategies (2000 - 2005).
David J. Linsen (1974)	Vice President	Elected in 2008	Director and Portfolio Manager, joined Lord Abbett in 2001.
Elizabeth O. MacLean (1966)	Vice President	Elected in 2008	Partner and Portfolio Manager, joined Lord Abbett in 2006 and was formerly a Managing Director/Portfolio Manager at Nomura Corporate Research and Asset Management, Inc. (2000 - 2006).
A. Edward Oberhaus, III (1959)	Vice President	Elected in 1996	Partner and Director, joined Lord Abbett in 1983.
Todor Petrov (1974)	Vice President	Elected in 2008	Portfolio Manager, joined Lord Abbett in 2003.
Thomas R. Phillips (1960)	Vice President and Assistant Secretary	Elected in 2008	Deputy General Counsel, joined Lord Abbett in 2006 and was formerly an attorney at Morgan, Lewis & Bockius LLP.
Randy M. Reynolds (1972)	Vice President	Elected in 2008	Portfolio Manager, joined Lord Abbett in 1999.
Lawrence B. Stoller (1963)	Vice President and Assistant Secretary	Elected in 2007	Senior Deputy General Counsel, joined Lord Abbett in 2007 and was formerly an Executive Vice President and General Counsel at Cohen & Steers Capital Management, Inc. (1999 - 2007).
Bernard J. Grzelak (1971)	Treasurer	Elected in 2003	Partner and Director of Fund Administration, joined Lord Abbett in 2003.

Please call 888-522-2388 for a copy of the statement of additional information (SAI), which contains further information about the Company’s Directors. It is available free upon request.

37

Householding

The Company has adopted a policy that allows it to send only one copy of the 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 the 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 Fund is required to file its complete schedule of portfolio holdings with the SEC for its 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 (i) 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); (ii) sending your request and duplicating fee to the SEC’s Public Reference Room, Washington, DC 20549-1520; or (iii) sending your request electronically, after paying a duplicating fee, to publicinfo@sec.gov.

Tax Information

All of the distributions paid during the fiscal year ended November 30, 2009 represent long-term capital gains.

38

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 mutual fund shares are distributed by LORD ABBETT DISTRIBUTOR LLC.

Lord Abbett Research Fund, Inc.

Lord Abbett Growth Opportunities Fund

LAGOF-2-1109

(01/10)

2009

LORD ABBETT

ANNUAL

REPORT    

Lord Abbett

Classic Stock Fund*

Small Cap Value Fund

For the fiscal year ended November 30, 2009

* Formerly known as Large Cap Core Fund

Lord Abbett Research Fund

Lord Abbett Classic Stock Fund and

Lord Abbett Small Cap Value Fund

Annual Report

For the fiscal year ended November 30, 2009

From left to right: Robert S. Dow, Director and Chairman of the Lord Abbett Funds; E. Thayer Bigelow, Independent Lead Director of the Lord Abbett Funds; and Daria L. Foster, Director and President of the Lord Abbett Funds.

Dear Shareholders: We are pleased to provide you with this overview of the Lord Abbett Classic Stock Fund’s and the Lord Abbett Small Cap Value Fund’s performance for the fiscal year ended November 30, 2009. On this page and the following pages, we discuss the major factors that influenced performance. For detailed and more timely information about the Funds, please visit our Website at www.lordabbett.com, where you also can access the quarterly commentaries by the Funds’ portfolio managers.

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,

Robert S. Dow

Chairman

Q: What were the overall market conditions during the fiscal year ended November 30, 2009?

A: After a difficult start to the fiscal year ended November 30, 2009, the equity markets (as represented by the S&P 500^® Index¹) began a slow upward trend during the balance of the period, recovering some of their previous losses. The fiscal year ended with the S&P 500 Index up 25.39%.

Mid cap stocks (as defined by the Russell MidCap^® Index²) generally outperformed large cap stocks (as measured by the Russell 1000^® Index³) and small cap stocks (as measured by the Russell 2000^® Index⁴). Growth stocks (as represented by the Russell 3000^® Growth Index⁵) generally outperformed value stocks (as represented by the Russell 3000^® Value Index ⁶) for the fiscal year. Overall, most equity asset classes and investing styles trended higher throughout the 12-month fiscal period.

1

Lord Abbett Classic Stock Fund (formerly, Large Cap Core Fund)

Q: How did the Classic Stock Fund perform during the fiscal year ended November 30, 2009?

A: The Fund returned 24.84%, reflecting performance at the net asset value (NAV) of Class A shares with all distributions reinvested, compared to its benchmark, the Russell 1000^® Index, which returned 27.38% over the same period.

Q: What were the most significant factors affecting performance?

A: The most significant detractors from the Fund’s performance relative to its benchmark for the 12-month period were the technology, financial services, and materials and processing sectors. Among the individual holdings that detracted from performance were producer durables holding General Electric (the Fund’s number-one detractor), a diversified technology, media and financial services company; financial services holding Bank of America, a provider of financial and risk-management products and services; and consumer discretionary holding Wal-Mart Stores Inc., a broadlines discount retailer.

The most significant contributors to the Fund’s performance relative to its benchmark for the 12-month period were the consumer discretionary sector, the utilities sector (owing to an underweight position), and the producer durables sector (owing to an underweight position). Among the individual holdings that contributed to performance were consumer discretionary holdings Wynn Resorts, Inc., a casino resort owner, operator, and developer and Best Buy Co. Inc., a consumer electronics specialty retailer; and financial services holding The Goldman Sachs Group, Inc., a global investment banking and securities firm.

Lord Abbett Small Cap Value Fund

Q: How did the Small Cap Value Fund perform during the fiscal year ended November 30, 2009?

A: The Fund returned 25.15%, reflecting performance at the net asset value (NAV) of Class A shares with all distributions reinvested, compared to its benchmark, the Russell 2000^® Value Index,⁷ which returned 18.98% over the same period.

Q: What were the most significant factors affecting performance?

A: The most significant contributors to the Fund’s performance relative to its benchmark for the 12-month period were the financial services sector (owing to an underweight position), the consumer staples sector, and the consumer discretionary sector. Among the individual holdings that contributed to performance were technology holding Rovi Corporation (the Fund’s number-one contributor), a digital home entertainment solutions provider; consumer discretionary holding Brinker International, Inc., a restaurant operator; and materials and processing holding Reliance Steel & Aluminum (the Fund’s third largest holding), a distributor and processor of steel and aluminum.

The most significant detractors from the Fund’s performance relative to its benchmark for the 12-month period were the healthcare, technology and energy sectors. Among the individual holdings

2

that detracted from performance were materials and processing holding Cabot Corporation (the Fund’s number-one detractor), a provider of chemicals, performance materials, and specialty fluids; producer durables holding Huron Consulting Group, an independent provider of financial and operational consulting services; and consumer discretionary holding Central European Distribution Corporation (CEDC), a distributor of branded vodka in Poland.

Each Fund’s portfolio is actively managed and, therefore, its holdings and the weightings of a particular issuer or particular sector as a percentage of portfolio assets are subject to change. Sectors may include many industries.

¹  The S&P 500^® Index is widely regarded as the standard for measuring large cap U.S. stock market performance and includes a representative sample of leading companies in leading industries.

²  The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represents approximately 25% of the total market capitalization of the Russell 1000 Index.

³  The Russell 1000^® Index measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index.

⁴  The Russell 2000^® Index is composed of 2,000 securities with market values ranging from $25 million to $275 million. The Growth Index is comprised of securities in the Russell 2000^® Index with higher price-to-book ratios and higher forecasted growth.

⁵  The Russell 3000^® Growth Index measures the performance of those Russell 3000^® Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000^® Growth or the Russell 2000^® Growth indexes.

⁶  The Russell 3000^® Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000^® Value or the Russell 2000^® Value indexes.

⁷  The Russell 2000 Value Index measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values.

Unless otherwise indicated, indexes are unmanaged and reflect total returns with all distributions reinvested, but do not reflect the deduction of fees, expenses, or taxes, and are not available for direct investment.

During certain periods shown, expense reimbursements were in place for the Classic Stock Fund. Without such expense reimbursements, the Fund’s returns would have been lower.

Important Performance and Other Information

Performance data quoted reflect past performance and are no guarantee of future results. Current performance may be higher or lower than the performance quoted. The investment return and principal value of an investment in the Fund will fluctuate so that shares, on any given day or when redeemed, may be worth more or less than their original cost. You can obtain performance data current to the most recent month-end by calling Lord Abbett at 888-522-2388 or referring to our Website at www.lordabbett.com.

Except where noted, comparative Fund performance does not account for the deduction of sales charges and would be different if sales charges were included. The Funds offer additional classes of shares with distinct pricing options. For a full description of the differences in pricing alternatives, please see each Fund’s prospectus.

The views of each Fund’s management and the portfolio holdings described in this report are as of November 30, 2009; these views and portfolio holdings may have changed subsequent to this date, and they do not guarantee the future performance of the markets or each Fund. Information provided in this report should not be considered a recommendation to purchase or sell securities.

A Note about Risk: See Notes to Financial Statements for a discussion of investment risks. For a more detailed discussion of the risks associated with the Funds, please see each Fund’s prospectus.

Mutual funds are not insured by the FDIC, are not deposits or other obligations of, or guaranteed by, banks, and are subject to investment risks including possible loss of principal amount invested.

3

Classic Stock Fund (formerly, Large Cap Core Fund)

Investment Comparison

Below is a comparison of a $10,000 investment in Class A shares with the same investment in the Russell 1000^® Index and the S&P 500^® Index, assuming reinvestment of all dividends and distributions. The performance of other classes will be greater than or less than the performance shown in the graph below due to different sales loads and expenses applicable to such classes. The graph and performance table below do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Past performance is no guarantee of future results.

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended November 30, 2009

	1 Year	5 Years	10 Years	Life of Class
Class A3	17.63%	0.94%	2.65%	–
Class B4	20.04%	1.30%	2.73%	–
Class C5	24.08%	1.48%	2.62%	–
Class F6	25.19%	–	–	-7.63%
Class I7	25.28%	2.50%	3.57%	–
Class P7	24.75%	2.04%	3.22%	–
Class R28	25.03%	–	–	-7.68%
Class R39	24.70%	–	–	-7.97%

¹    Reflects the deduction of the maximum initial sales charge of 5.75%.

²    Performance for each unmanaged index does not reflect any fees or expenses. The performance of each index is not necessarily representative of the Fund’s performance.

³    Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended November 30, 2009, is calculated using the SEC-required uniform method to compute such return.

⁴    Performance reflects the deduction of a CDSC of 4% for 1 year, 1% for 5 years and 0% for 10 years. Class B shares automatically convert to Class A shares after approximately 8 years. (There is no initial sales charge for automatic conversions.) All returns for periods greater than 8 years reflect this conversion.

⁵    The 1% CDSC for Class C shares normally applies before the first anniversary of the purchase date. Performance is at net asset value.

⁶    Class F shares commenced operations and performance for the Class began on September 28, 2007. Performance is at net asset value.

⁷    Performance is at net asset value.

⁸    Class R2 shares commenced operations and performance for the Class began on September 28, 2007. Performance is at net asset value.

⁹    Class R3 shares commenced operations and performance for the Class began on September 28, 2007. Performance is at net asset value.

4

Small Cap Value Fund

Investment Comparison

Below is a comparison of a $10,000 investment in Class A shares with the same investment in both the Russell 2000^® Value Index and the Russell 2000^® Index, assuming reinvestment of all dividends and distributions. The performance of other classes will be greater than or less than the performance shown in the graph below due to different sales loads and expenses applicable to such classes. The graph and performance table below do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Past performance is no guarantee of future results.

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended November 30, 2009

	1 Year	5 Years	10 Years	Life of Class
Class A3	17.94%	3.62%	10.84%	–
Class B4	20.27%	4.01%	10.92%	–
Class C5	24.29%	4.14%	10.78%	–
Class F6	25.39%	–	–	–9.49%
Class I7	25.55%	5.18%	11.88%	–
Class P7	24.94%	4.72%	11.39%	–
Class R28	24.77%	–	–	–7.13%
Class R39	24.94%	–	–	–7.06%

¹    Reflects the deduction of the maximum initial sales charge of 5.75%.

²    Performance for each unmanaged index does not reflect any fees or expenses. The performance of each index is not necessarily representative of the Fund’s performance.

³    Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended November 30, 2009, is calculated using the SEC-required uniform method to compute such return.

⁴    Performance reflects the deduction of a CDSC of 4% for 1 year, 1% for 5 years and 0% for 10 years. Class B shares automatically convert to Class A shares after approximately 8 years. (There is no initial sales charge for automatic conversions.) All returns for periods greater than 8 years reflect this conversion.

⁵    The 1% CDSC for Class C shares normally applies before the first anniversary of the purchase date. Performance is at net asset value.

⁶    Class F shares commenced operations and performance for the Class began on September 28, 2007. Performance is at net asset value.

⁷    Performance is at net asset value.

⁸    Class R2 shares commenced operations on March 24, 2008 and performance for the Class began March 31, 2008. Performance is at net asset value.

⁹    Class R3 shares commenced operations on March 24, 2008 and performance for the Class began March 31, 2008. Performance is at net asset value.

5

Expense Examples

As a shareholder of a 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 each 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 (June 1, 2009 through November 30, 2009).

Actual Expenses

For each class of each Fund, the first line of the applicable table on the following pages 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 entitled “Expenses Paid During the Period 6/1/09 – 11/30/09” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

For each class of each Fund, the second line of the applicable table on the following pages 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 each 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.

6

Classic Stock Fund (formerly, Large Cap Core 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†
	6/1/09		11/30/09		6/1/09 - 11/30/09
Class A*
Actual	$	1,000.00	$	1,161.00	$	5.58
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.91	$	5.22
Class B*
Actual	$	1,000.00	$	1,157.30	$	9.09
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.66	$	8.49
Class C*
Actual	$	1,000.00	$	1,157.70	$	9.09
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.66	$	8.49
Class F*
Actual	$	1,000.00	$	1,162.50	$	4.23
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,021.18	$	3.95
Class I*
Actual	$	1,000.00	$	1,163.50	$	3.69
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,021.68	$	3.45
Class P*
Actual	$	1,000.00	$	1,160.80	$	6.12
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.40	$	5.72
Class R2*
Actual	$	1,000.00	$	1,160.70	$	6.61
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.97	$	6.17
Class R3*
Actual	$	1,000.00	$	1,160.70	$	6.23
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.31	$	5.82

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.03% for Class A, 1.68% for Classes B and C, 0.78% for Class F, 0.68% for Class I, 1.13% for Class P, 1.22% for Class R2 and 1.15% for Class R3) multiplied by the average account value over the period, multiplied by 183/365 (to reflect one-half year period).

* The annualized expenses of each class have been restated (0.98% for Class A, 1.63% for Classes B and C, 0.73% for Class F, 0.63% for Class I, 1.08% for Class P, 1.22% for Class R2 and 1.13% for Class R3). Had these restated expenses 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 A	$	5.31	$	4.96
Class B	$	8.82	$	8.24
Class C	$	8.82	$	8.24
Class F	$	3.96	$	3.70
Class I	$	3.42	$	3.19
Class P	$	5.85	$	5.47
Class R2	$	6.61	$	6.17
Class R3	$	6.12	$	5.72

Portfolio Holdings Presented by Sector

November 30, 2009

Sector*	%**	Sector*	%**
Consumer Discretionary	14.70%	Producer Durables	4.81%
Consumer Staples	4.59%	Technology	20.31%
Energy	12.49%	Utilities	2.24%
Financial Services	20.67%	Short-Term Investment	1.08%
Healthcare	10.31%	Total	100.00%
Materials & Processing	8.80%

* A sector may comprise several industries.

** Represents percent of total investments.

7

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†
	6/1/09		11/30/09		6/1/09 - 11/30/09
Class A
Actual	$	1,000.00	$	1,135.60	$	6.53
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.96	$	6.17
Class B
Actual	$	1,000.00	$	1,131.40	$	10.26
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.43	$	9.70
Class C
Actual	$	1,000.00	$	1,131.80	$	10.26
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.43	$	9.70
Class F
Actual	$	1,000.00	$	1,137.20	$	5.46
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.96	$	5.17
Class I
Actual	$	1,000.00	$	1,137.40	$	4.93
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.46	$	4.66
Class P
Actual	$	1,000.00	$	1,134.70	$	7.33
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.20	$	6.93
Class R2
Actual	$	1,000.00	$	1,134.00	$	8.08
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.52	$	7.64
Class R3
Actual	$	1,000.00	$	1,134.80	$	7.60
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.96	$	7.18

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.22% for Class A, 1.92% for Classes B and C, 1.02% for Class F, 0.92% for Class I, 1.37% for Class P, 1.51% for Class R2 and 1.42% for Class R3), multiplied by the average account value over the period, multiplied by 183/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

November 30, 2009

Sector*	%**	Sector*	%**
Consumer Discretionary	10.09%	Producer Durables	27.27%
Consumer Staples	3.15%	Technology	7.45%
Energy	5.30%	Utilities	2.24%
Financial Services	17.41%	Short-Term Investment	2.42%
Healthcare	8.13%	Total	100.00%
Materials & Processing	16.54%

* A sector may comprise several industries.

** Represents percent of total investments.

8

Schedule of Investments

CLASSIC STOCK FUND (formerly, Large Cap Core Fund) November 30, 2009

Investments	Shares	Value (000)
COMMON STOCKS 98.68%
Aerospace 0.79%
Boeing Co. (The)	10,596	$	555
United Technologies Corp.	111,200		7,477
Total			8,032
Asset Management & Custodian 3.42%
BlackRock, Inc.	19,400		4,405
Franklin Resources, Inc.	51,000		5,510
State Street Corp.	321,100		13,261
T. Rowe Price Group, Inc.	235,600		11,528
Total			34,704
Banks: Diversified 7.25%
Bank of America Corp.	1,490,848		23,630
Fifth Third Bancorp	725,800		7,316
PNC Financial Services Group, Inc. (The)	230,800		13,158
Regions Financial Corp.	335,300		1,965
SunTrust Banks, Inc.	128,200		3,029
U.S. Bancorp	350,400		8,455
Wells Fargo & Co.	568,500		15,941
Total			73,494
Beverage: Soft Drinks 1.40%
Coca-Cola Co. (The)	143,600		8,214
PepsiCo, Inc.	96,300		5,992
Total			14,206
Biotechnology 2.59%
Amgen, Inc.*	229,700		12,944
Baxter International, Inc.	50,587		2,760
Celgene Corp.*	91,700		5,085
Genzyme Corp.*	77,200		3,914
Myriad Genetics, Inc.*	69,400		1,605
Total			26,308
Casinos & Gambling 0.68%
International Game Technology	365,200		6,899

Investments	Shares	Value (000)
Chemical: Diversified 2.16%
Celanese Corp. Series A	164,100	$	4,884
Dow Chemical Co. (The)	471,500		13,098
E.I. du Pont de Nemours & Co.	113,500		3,925
Total			21,907
Commercial Services 0.16%
Monster Worldwide, Inc.*	111,400		1,628
Communications Technology 3.01%
Cisco Systems, Inc.*	667,700		15,624
QUALCOMM, Inc.	331,300		14,908
Total			30,532
Computer Services, Software & Systems 6.76%
Adobe Systems, Inc.*	429,653		15,072
Google, Inc. Class A*	40,500		23,611
Microsoft Corp.	784,000		23,057
Shanda Games Ltd. ADR*	62,300		638
VMware, Inc. Class A*	145,900		6,125
Total			68,503
Computer Technology 5.30%
Apple, Inc.*	132,400		26,468
Dell, Inc.*	172,500		2,436
EMC Corp.*	493,600		8,307
Hewlett-Packard Co.	336,413		16,504
Total			53,715
Copper 0.84%
Freeport-McMoRan Copper & Gold, Inc.*	102,565		8,492
Diversified Financial Services 7.52%
Bank of New York Mellon Corp. (The)	108,818		2,899
Capital One Financial Corp.	261,700		10,039
Goldman Sachs Group, Inc. (The)	138,100		23,430

See Notes to Financial Statements.

9

Schedule of Investments (continued)

CLASSIC STOCK FUND (formerly, Large Cap Core Fund) November 30, 2009

Investments	Shares	Value (000)
Diversified Financial Services (continued)
JPMorgan Chase & Co.	576,428	$	24,492
Morgan Stanley	488,300		15,420
Total			76,280
Diversified Manufacturing Operations 1.56%
Eaton Corp.	76,800		4,907
General Electric Co.	320,100		5,128
Honeywell International, Inc.	151,500		5,828
Total			15,863
Diversified Media 0.62%
Time Warner, Inc.	203,800		6,261
Diversified Retail 3.78%
J.C. Penney Co., Inc.	202,500		5,820
Kohl’s Corp.*	199,900		10,623
Macy’s, Inc.	98,700		1,610
Target Corp.	355,300		16,543
Wal-Mart Stores, Inc.	69,300		3,780
Total			38,376
Drug & Grocery Store Chains 0.27%
CVS Caremark Corp.	89,448		2,774
Electronic Components 0.51%
Corning, Inc.	310,203		5,174
Electronic Entertainment 1.45%
Activision Blizzard, Inc.*	1,055,126		12,018
Electronic Arts, Inc.*	156,300		2,640
Total			14,658
Entertainment 0.73%
Walt Disney Co. (The)	243,837		7,369
Fertilizers 3.37%
Monsanto Co.	271,300		21,907
Potash Corp. of Saskatchewan, Inc. (Canada)(a)	109,500		12,310
Total			34,217

Investments	Shares	Value (000)
Financial Data & Systems 0.33%
MasterCard, Inc. Class A	13,900	$	3,348
Foods 0.67%
Kellogg Co.	51,800		2,724
Kraft Foods, Inc. Class A	151,300		4,022
Total			6,746
Gold 1.13%
Barrick Gold Corp. (Canada)(a)	267,500		11,420
Healthcare Services 1.25%
Express Scripts, Inc.*	132,900		11,403
Medco Health Solutions, Inc.*	20,902		1,320
Total			12,723
Hotel/Motel 3.46%
Hyatt Hotels Corp. Class A*	49,639		1,427
Marriott International, Inc. Class A	562,378		14,464
Starwood Hotels & Resorts Worldwide, Inc.	213,800		6,846
Wynn Resorts Ltd.*	190,800		12,314
Total			35,051
Insurance: Life 0.56%
Prudential Financial, Inc.	114,500		5,708
Insurance: Multi-Line 0.94%
MetLife, Inc.	278,900		9,536
Leisure Time 1.20%
Carnival Corp. Unit*	318,300		10,195
Royal Caribbean Cruises Ltd.*	79,100		1,943
Total			12,138
Medical & Dental Instruments & Supplies 0.24%
St. Jude Medical, Inc.*	66,900		2,456

See Notes to Financial Statements.

10

Schedule of Investments (continued)

CLASSIC STOCK FUND (formerly, Large Cap Core Fund) November 30, 2009

Investments	Shares	Value (000)
Medical Services 0.38%
Quest Diagnostics, Inc.	65,856	$	3,816
Metal Fabricating 0.88%
Precision Castparts Corp.	85,900		8,906
Oil: Crude Producers 3.83%
Apache Corp.	76,600		7,298
Continental Resources, Inc.*	81,200		3,057
Devon Energy Corp.	71,561		4,820
EOG Resources, Inc.	60,200		5,207
Occidental Petroleum Corp.	84,900		6,859
Petrohawk Energy Corp.*	80,700		1,803
Range Resources Corp.	37,600		1,772
Southwestern Energy Co.*	84,600		3,719
XTO Energy, Inc.	100,350		4,259
Total			38,794
Oil: Integrated 6.53%
Chevron Corp.	125,400		9,786
ConocoPhillips	87,300		4,520
Exxon Mobil Corp.	258,015		19,369
Hess Corp.	216,300		12,537
Marathon Oil Corp.	35,800		1,168
Suncor Energy, Inc. (Canada)(a)	323,393		11,710
Weatherford International Ltd. (Switzerland)*(a)	428,400		7,154
Total			66,244
Oil Well Equipment & Services 2.10%
Schlumberger Ltd.	274,400		17,531
Smith International, Inc.	139,300		3,786
Total			21,317
Personal Care 2.01%
Colgate-Palmolive Co.	93,055		7,834
Procter & Gamble Co. (The)	201,497		12,563
Total			20,397

Investments	Shares	Value (000)
Pharmaceuticals 5.82%
Abbott Laboratories	198,800	$	10,833
Gilead Sciences, Inc.*	150,924		6,950
Johnson & Johnson	203,200		12,769
Merck & Co., Inc.	377,100		13,655
Pfizer, Inc.	567,600		10,313
Vertex Pharmaceuticals, Inc.*	116,100		4,507
Total			59,027
Railroads 1.30%
Union Pacific Corp.	208,800		13,209
Real Estate Investment Trusts 0.59%
Host Hotels & Resorts, Inc.	570,600		6,003
Restaurants 0.27%
Darden Restaurants, Inc.	86,200		2,709
Scientific Instruments: Control & Filter 0.76%
Parker Hannifin Corp.	142,300		7,678
Scientific Instruments: Electrical 0.22%
Emerson Electric Co.	52,878		2,190
Semiconductors & Components 2.93%
Broadcom Corp. Class A*	116,100		3,390
Intel Corp.	726,700		13,953
Micron Technology, Inc.*	720,900		5,421
Taiwan Semiconductor Manufacturing Co., Ltd. ADR	258,988		2,691
Texas Instruments, Inc.	166,200		4,203
Total			29,658
Specialty Retail 3.44%
Bed Bath & Beyond, Inc.*	120,800		4,513
Best Buy Co., Inc.	240,200		10,288
Dick’s Sporting Goods, Inc.*	532,508		11,055
Home Depot, Inc. (The)	329,700		9,021
Total			34,877

See Notes to Financial Statements.

11

Schedule of Investments (concluded)

CLASSIC STOCK FUND (formerly, Large Cap Core Fund) November 30, 2009

Investments	Shares	Value (000)
Steel 0.40%
United States Steel Corp.	90,400	$	4,037
Telecommunications Equipment 0.31%
Nokia Corp. ADR	236,500		3,136
Textiles Apparel & Shoes 0.49%
Coach, Inc.	144,044		5,006
Tobacco 0.23%
Altria Group, Inc.	124,200		2,336
Utilities: Electrical 0.85%
Dominion Resources, Inc.	86,800		3,158
FPL Group, Inc.	61,232		3,182
Progress Energy, Inc.	58,000		2,267
Total			8,607
Utilities: Telecommunications 1.39%
AT&T, Inc.	367,802		9,909
Verizon Communications, Inc.	132,300		4,162
Total			14,071
Total Common Stocks (cost $876,185,564)			1,000,536

Investments	Principal Amount (000)		Value (000)
SHORT-TERM INVESTMENT 1.07%
Repurchase Agreement
Repurchase Agreement dated 11/30/2009, 0.01% due 12/1/2009 with State Street Bank & Trust Co. collateralized by $11,115,000 of U.S. Treasury Bill at 0.21% due 3/18/2010; value: $11,112,777; proceeds: $10,892,405 (cost $10,892,402)	$	10,892	$	10,892
Total Investments in Securities 99.75% (cost $887,077,966)				1,011,428
Other Assets in Excess of Liabilities 0.25%				2,519
Net Assets 100.00%			$	1,013,947

ADR American Depositary Receipt.

Unit More than one class of securities traded together.

* Non-income producing security.

^(a) Foreign security traded in U.S. dollars.

See Notes to Financial Statements.

12

Schedule of Investments

SMALL CAP VALUE FUND November 30, 2009

Investments	Shares	Value (000)
COMMON STOCKS 98.11%
Aerospace 3.34%
AAR Corp.*	988,564	$	18,447
Curtiss-Wright Corp.	1,975,407		56,220
Moog, Inc. Class A*	931,162		24,592
Total			99,259
Air Transportation 2.71%
Atlas Air Worldwide Holdings, Inc.*	1,028,400		30,132
Bristow Group, Inc.*	1,470,644		50,473
Total			80,605
Auto Parts 1.65%
Autoliv, Inc. (Sweden)(a)	448,500		18,214
WABCO Holdings, Inc.	1,307,100		30,887
Total			49,101
Auto Services 1.05%
Cooper Tire & Rubber Co.	1,749,100		31,344
Banks: Diversified 7.13%
BancorpSouth, Inc.	495,000		11,484
City National Corp.	747,600		29,500
Columbia Banking System, Inc.	1,151,700		16,895
Cullen/Frost Bankers, Inc.	370,500		17,791
Danvers Bancorp, Inc.(b)	1,146,500		15,489
First Horizon National Corp.*	492,972		6,680
PacWest Bancorp	1,395,900		25,685
Signature Bank*	784,374		24,300
SVB Financial Group*	666,200		25,222
Texas Capital Bancshares, Inc.*	1,638,454		23,790
Whitney Holding Corp.	1,900,183		15,297
Total			212,133

Investments	Shares	Value (000)
Banks: Savings, Thrift & Mortgage Lending 1.33%
Washington Federal, Inc.	2,072,900	$	39,489
Biotechnology 0.35%
Cypress Bioscience, Inc.*(b)	1,982,600		10,508
Building Materials 1.47%
Louisiana-Pacific Corp.*	2,652,800		16,554
Quanex Building Products Corp.	1,681,763		27,261
Total			43,815
Building: Roofing, Wallboard & Plumbing 0.20%
Beacon Roofing Supply, Inc.*	383,890		5,900
Chemical: Diversified 1.88%
Arch Chemicals, Inc.	936,959		25,120
Cabot Corp.	1,342,200		30,777
Total			55,897
Chemical: Specialty 0.43%
Polypore International, Inc.*	1,078,658		12,696
Commercial Finance & Mortgage Companies 2.00%
Financial Federal Corp.(b)	2,193,548		59,445
Commercial Services 2.12%
MAXIMUS, Inc.	695,600		32,338
TrueBlue, Inc.*(b)	2,529,500		30,759
Total			63,097
Commercial Services: Rental & Leasing 1.83%
GATX Corp.	1,293,450		37,342
United Rentals, Inc.*	1,838,400		16,950
Total			54,292

See Notes to Financial Statements.

13

Schedule of Investments (continued)

SMALL CAP VALUE FUND November 30, 2009

Investments	Shares	Value (000)
Communications Technology 3.09%
Anixter International, Inc.*	853,302	$	36,880
Comtech Telecommunications Corp.*	615,256		17,682
QLogic Corp.*	2,085,500		37,414
Total			91,976
Computer Services, Software & Systems 1.01%
Rovi Corp.*	1,005,124		29,963
Construction 1.99%
Chicago Bridge & Iron Co. NV (Netherlands)(a)	2,269,500		39,921
Granite Construction, Inc.	644,100		19,304
Total			59,225
Consumer Lending 0.46%
MGIC Investment Corp.*	3,393,300		13,573
Containers & Packaging 2.60%
AptarGroup, Inc.	705,331		25,477
Greif, Inc. Class A	594,387		33,202
Silgan Holdings, Inc.	350,277		18,764
Total			77,443
Diversified Manufacturing Operations 1.17%
A. M. Castle & Co.	1,015,711		13,306
Carlisle Cos., Inc.	665,770		21,378
Total			34,684
Diversified Materials & Processing 4.64%
Hexcel Corp.*(b)	5,818,312		61,383
Koppers Holdings, Inc.(b)	1,271,100		35,909
Rogers Corp.*(b)	1,447,735		40,768
Total			138,060
Diversified Retail 1.87%
Big Lots, Inc.*	1,402,800		32,349
MSC Industrial Direct Co., Inc. Class A	436,100		20,017

Investments	Shares	Value (000)
Rush Enterprises, Inc. Class A*	300,000	$	3,231
Total			55,597
Drug & Grocery Store Chains 0.36%
Susser Holdings Corp.*(b)	1,014,652		10,755
Electronic Components 0.91%
ScanSource, Inc.*	1,168,299		27,186
Electronics 0.66%
II-VI, Inc.*	690,000		19,651
Financial Data & Systems 1.02%
Jack Henry & Associates, Inc.	1,326,700		30,315
Foods 2.81%
Herbalife Ltd.	664,500		27,869
NBTY, Inc.*	1,385,183		55,601
Total			83,470
Forms & Bulk Printing Services 0.25%
Bowne & Co., Inc.	1,214,500		7,360
Healthcare Management Services 2.14%
Centene Corp.*	1,608,700		30,276
Healthspring, Inc.*	2,019,000		33,435
Total			63,711
Healthcare Services 2.15%
Gentiva Health Services, Inc.*	1,230,600		29,104
Odyssey HealthCare, Inc.*(b)	2,393,066		34,771
Total			63,875
Insurance: Multi-Line 1.14%
Max Capital Group Ltd.	1,553,080		33,842
Insurance: Property-Casualty 1.72%
Navigators Group, Inc. (The)*	450,700		21,007

See Notes to Financial Statements.

14

Schedule of Investments (continued)

SMALL CAP VALUE FUND November 30, 2009

Investments	Shares	Value (000)
Insurance: Property-Casualty (continued)
Zenith National Insurance Corp.	1,056,700	$	30,211
Total			51,218
Luxury Items 1.52%
Fossil, Inc.*	1,465,959		45,225
Machinery: Industrial 2.76%
EnPro Industries, Inc.*(b)	1,055,900		24,222
Kennametal, Inc.	1,506,800		33,903
Nordson Corp.	241,212		12,931
Woodward Governor Co.	476,800		11,090
Total			82,146
Medical & Dental Instruments & Supplies 2.77%
Cooper Cos., Inc. (The)	898,000		30,074
Invacare Corp.	1,234,101		30,729
Teleflex, Inc.	412,614		21,493
Total			82,296
Medical Equipment 0.76%
Greatbatch, Inc.*(b)	1,234,800		22,708
Metal Fabricating 3.31%
Kaydon Corp.	604,300		21,489
Reliance Steel & Aluminum Co.	1,422,600		58,156
RTI International Metals, Inc.*	942,000		18,661
Total			98,306
Metals & Minerals: Diversified 0.15%
Brush Engineered Materials, Inc.*	247,623		4,383
Oil: Crude Producers 2.56%
Arena Resources, Inc.*	634,700		25,953
Comstock Resources, Inc.*	638,400		23,704
Forest Oil Corp.*	782,200		14,330

Investments	Shares	Value (000)
Goodrich Petroleum Corp.*	542,823	$	12,013
Total			76,000
Oil Well Equipment & Services 2.77%
Key Energy Services, Inc.*	3,169,500		24,152
Lufkin Industries, Inc.	442,399		26,619
Superior Energy Services, Inc.*	1,500,098		31,712
Total			82,483
Paints & Coatings 0.92%
Ferro Corp.(b)	4,213,300		27,260
Railroads 1.96%
Genesee & Wyoming, Inc. Class A*	815,826		25,389
Kansas City Southern*	1,149,400		32,907
Total			58,296
Real Estate Investment Trusts 1.95%
Alexandria Real Estate Equities, Inc.	555,600		31,319
Entertainment Properties Trust	840,700		26,558
Total			57,877
Scientific Instruments: Control & Filter 1.39%
Donaldson Co., Inc.	546,800		23,239
Robbins & Myers, Inc.	785,000		18,047
Total			41,286
Scientific Instruments: Electrical 2.63%
Baldor Electric Co.	1,934,998		49,826
Littelfuse, Inc.*	1,083,461		28,365
Total			78,191
Scientific Instruments: Gauges & Meters 0.13%
Itron, Inc.*	64,167		3,901
Scientific Instruments: Pollution Control 0.29%
Waste Connections, Inc.*	269,018		8,730

See Notes to Financial Statements.

15

Schedule of Investments (concluded)

SMALL CAP VALUE FUND November 30, 2009

Investments	Shares	Value (000)
Securities Brokerage & Services 0.76%
KBW, Inc.*	914,100	$	22,478
Shipping 2.20%
Kirby Corp.*	1,295,600		43,208
UTi Worldwide, Inc.	1,712,200		22,378
Total			65,586
Specialty Retail 4.05%
AnnTaylor Stores Corp.*	1,019,700		14,255
Children’s Place Retail Stores, Inc. (The)*	800,500		25,552
Dress Barn, Inc. (The)*	1,847,561		39,667
Genesco, Inc.*	682,294		17,835
Gymboree Corp. (The)*	335,524		13,394
Pacific Sunwear of California, Inc.*	2,894,300		9,667
Total			120,370
Steel 1.04%
Commercial Metals Co.	1,280,000		20,352
Schnitzer Steel Industries, Inc. Class A	234,250		10,452
Total			30,804
Technology: Miscellaneous 1.46%
Plexus Corp.*	1,597,954		43,400
Telecommunications Equipment 0.36%
Arris Group, Inc.*	1,063,400		10,623
Transportation: Miscellaneous 1.06%
Hub Group, Inc. Class A*	1,189,705		31,468
Truckers 1.58%
Heartland Express, Inc.	2,617,514		38,608
Knight Transportation, Inc.	501,000		8,522
Total			47,130

Investments	Shares		Value (000)
Utilities: Electrical 1.06%
Otter Tail Corp.		1,375,000	$	31,666
Utilities: Gas Distributors 1.19%
New Jersey Resources Corp.		466,800		16,445
Northwest Natural Gas Co.		174,460		7,481
UGI Corp.		487,200		11,439
Total				35,365
Total Common Stocks (cost $2,674,179,355)				2,917,463
	Principal Amount (000)
SHORT-TERM INVESTMENT 2.43%
Repurchase Agreement
Repurchase Agreement dated 11/30/2009, 0.01% due 12/1/2009 with State Street Bank & Trust Co. collateralized by $73,780,000 of U.S. Treasury Bill at 0.21% due 3/18/2010; value: $73,765,244; proceeds: $72,314,385 (cost $72,314,365)	$	72,314		72,314
Total Investments in Securities 100.54% (cost $2,746,493,720)				2,989,777
Liabilities in Excess of Other Assets (0.54%)				(16,042	)
Net Assets 100.00%			$	2,973,735

* Non-income producing security.

^(a) Foreign security traded in U.S. dollars.

^(b) Affiliated issuer (holding represents 5% or more of the underlying issuer’s outstanding voting shares). (See Note 10).

See Notes to Financial Statements.

16

Statements of Assets and Liabilities

November 30, 2009

	Classic Stock Fund*			Small Cap Value Fund
ASSETS:
Investments in unaffiliated issuers, at cost	$	887,077,966		$	2,340,500,937
Investments in affiliated issuers, at cost		–			405,992,783
Investments in unaffiliated issuers, at value	$	1,011,428,159		$	2,615,799,775
Investments in affiliated issuers, at value		–			373,977,780
Receivables:
Interest and dividends		2,640,044			2,316,019
Investment securities sold		712,376			1,122,135
Capital shares sold		1,437,332			1,215,247
From advisor (See Note 3)		251,629			–
Prepaid expenses and other assets		75,541			117,221
Total assets		1,016,545,081			2,994,548,177
LIABILITIES:
Payables:
Investment securities purchased		–			11,800,235
Capital shares reacquired		1,278,404			5,165,493
Management fee		564,736			1,805,431
12b-1 distribution fees		280,277			600,233
Directors’ fees		102,177			346,059
Fund administration		32,348			98,620
To affiliates (See Note 3)		27,592			23,247
Accrued expenses and other liabilities		312,603			973,991
Total liabilities		2,598,137			20,813,309
NET ASSETS	$	1,013,946,944		$	2,973,734,868
COMPOSITION OF NET ASSETS:
Paid-in capital	$	1,008,026,100		$	3,353,911,651
Undistributed (distributions in excess of) net investment income		6,184,524			(346,059	)
Accumulated net realized loss on investments and foreign currency related transactions		(124,613,845	)		(623,114,559	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		124,350,165			243,283,835
Net Assets	$	1,013,946,944		$	2,973,734,868

* Formerly, Large Cap Core Fund

See Notes to Financial Statements.

17

Statements of Assets and Liabilities (concluded)

November 30, 2009

	Classic Stock Fund*		Small Cap Value Fund
Net assets by class:
Class A Shares	$	595,557,336	$	1,393,870,100
Class B Shares	$	46,266,669	$	15,917,021
Class C Shares	$	89,787,282	$	46,275,295
Class F Shares	$	10,723,256	$	22,387,336
Class I Shares	$	264,418,062	$	1,231,290,872
Class P Shares	$	4,225,999	$	261,913,716
Class R2 Shares	$	729,943	$	85,692
Class R3 Shares	$	2,238,397	$	1,994,836
Outstanding shares by class:
Class A Shares (200 million and 300 million shares of common stock authorized, respectively, $.001 par value)		23,071,019		60,938,757
Class B Shares (30 million shares of common stock authorized per Fund, $.001 par value)		1,882,017		796,953
Class C Shares (20 million shares of common stock authorized per Fund, $.001 par value)		3,640,977		2,312,274
Class F Shares (30 million shares of common stock authorized per Fund, $.001 par value)		416,223		982,030
Class I Shares (30 million and 200 million shares of common stock authorized, respectively, $.001 par value)		10,208,456		50,943,991
Class P Shares (20 million and 50 million shares of common stock authorized, respectively, $.001 par value)		163,133		11,559,331
Class R2 Shares (30 million shares of common stock authorized per Fund, $.001 par value)		28,312		3,763
Class R3 Shares (30 million shares of common stock authorized per Fund, $.001 par value)		87,314		87,773
Net asset value, offering and redemption price per share (Net assets divided by outstanding shares):
Class A Shares-Net asset value		$25.81		$22.87
Class A shares-Maximum offering price (Net asset value plus sales charge of 5.75%)		$27.38		$24.27
Class B Shares-Net asset value		$24.58		$19.97
Class C Shares-Net asset value		$24.66		$20.01
Class F Shares-Net asset value		$25.76		$22.80
Class I Shares-Net asset value		$25.90		$24.17
Class P Shares-Net asset value		$25.91		$22.66
Class R2 Shares-Net asset value		$25.78		$22.77
Class R3 Shares-Net asset value		$25.64		$22.73

* Formerly, Large Cap Core Fund

See Notes to Financial Statements.

18

Statements of Operations

For the Year Ended November 30, 2009

	Classic Stock Fund*			Small Cap Value Fund
Investment income:
Dividends from unaffiliated issuers (net of foreign withholding taxes of $70,074 and $0, respectively)	$	16,955,924		$	27,264,718
Dividends from affiliated issuers		–			3,470,592
Interest		1,227			3,287
Total investment income		16,957,151			30,738,597
Expenses:
Management fee		5,985,432			19,592,452
12b-1 distribution plan-Class A		1,819,710			3,796,573
12b-1 distribution plan-Class B		425,648			192,696
12b-1 distribution plan-Class C		732,400			448,198
12b-1 distribution plan-Class F		7,038			15,293
12b-1 distribution plan-Class P		18,443			1,078,536
12b-1 distribution plan-Class R2		1,564			186
12b-1 distribution plan-Class R3		4,160			7,505
Shareholder servicing		1,487,196			3,307,261
Professional		52,498			73,043
Reports to shareholders		81,619			194,634
Fund administration		342,082			1,062,518
Custody		16,689			33,699
Directors’ fees		34,177			106,710
Registration		119,635			162,572
Subsidy (See Note 3)		543,169			359,470
Other		32,116			97,739
Gross expenses		11,703,576			30,529,085
Expense reductions (See Note 8)		(2,376	)		(7,436	)
Expenses reimbursed by advisor (See Note 3)		(1,852,869	)		–
Net expenses		9,848,331			30,521,649
Net investment income		7,108,820			216,948
Net realized and unrealized gain (loss):
Net realized loss on investments and foreign currency related transactions in unaffiliated issuers		(98,307,655	)		(381,367,305	)
Net realized loss from investments in affiliated issuers		–			(44,328,934	)
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies		290,175,757			1,032,699,640
Net realized and unrealized gain		191,868,102			607,003,401
Net Increase in Net Assets Resulting From Operations	$	198,976,922		$	607,220,349

*Formerly, Large Cap Core Fund

See Notes to Financial Statements.

19

Statements of Changes in Net Assets

	Classic Stock Fund*
INCREASE (DECREASE) IN NET ASSETS	For the Year Ended November 30, 2009			For the Year Ended November 30, 2008
Operations:
Net investment income	$	7,108,820		$	7,672,170
Net realized loss on investments and foreign currency related transactions		(98,307,655	)		(25,113,558	)
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies		290,175,757			(342,198,180	)
Net increase (decrease) in net assets resulting from operations		198,976,922			(359,639,568	)
Distributions to shareholders from:
Net investment income
Class A		(5,401,756	)		(3,155,079	)
Class B		(94,166	)		–
Class C		(213,419	)		(213	)
Class F		(35,711	)		(75	)
Class I		(2,611,149	)		(1,788,108	)
Class P		(42,070	)		(27,794	)
Class R2		(92	)		(62	)
Class R3		(4,089	)		(65	)
Net realized gain
Class A		–			(45,902,460	)
Class B		–			(5,038,767	)
Class C		–			(6,414,106	)
Class F		–			(641	)
Class I		–			(14,754,489	)
Class P		–			(467,166	)
Class R2		–			(636	)
Class R3		–			(636	)
Total distributions to shareholders		(8,402,452	)		(77,550,297	)
Capital share transactions (Net of share conversions) (See Note 13):
Net proceeds from sales of shares		242,152,444			240,750,598
Reinvestment of distributions		8,077,468			73,284,004
Cost of shares reacquired		(211,925,344	)		(196,584,191	)
Net increase in net assets resulting from capital share transactions		38,304,568			117,450,411
Net increase (decrease) in net assets		228,879,038			(319,739,454	)
NET ASSETS:
Beginning of year	$	785,067,906		$	1,104,807,360
End of year	$	1,013,946,944		$	785,067,906
Undistributed net investment income	$	6,184,524		$	7,476,830

* Formerly, Large Cap Core Fund

See Notes to Financial Statements.

20

Statements of Changes in Net Assets (concluded)

	Small Cap Value Fund
INCREASE (DECREASE) IN NET ASSETS	For the Year Ended November 30, 2009			For the Year Ended November 30, 2008
Operations:
Net investment income	$	216,948		$	8,365,255
Net realized loss on investments in affiliated and unaffiliated issuers		(425,696,239	)		(193,928,539	)
Net change in unrealized appreciation/depreciation on investments		1,032,699,640			(1,200,260,791	)
Net increase (decrease) in net assets resulting from operations		607,220,349			(1,385,824,075	)
Distributions to shareholders from:
Net investment income
Class A		(3,137,149	)		(2,398,135	)
Class B		–			–
Class C		–			–
Class F		(9,246	)		(40	)
Class I		(6,356,879	)		(5,001,838	)
Class P		(167,693	)		–
Class R2		(33	)		–
Class R3		(6,917	)		–
Net realized gain
Class A		–			(329,757,267	)
Class B		–			(9,462,347	)
Class C		–			(13,963,606	)
Class F		–			(1,441	)
Class I		–			(171,217,383	)
Class P		–			(60,147,299	)
Class R2		–			–
Class R3		–			–
Total distributions to shareholders		(9,677,917	)		(591,949,356	)
Capital share transactions (Net of share conversions) (See Note 13):
Net proceeds from sales of shares		543,109,742			1,077,676,982
Reinvestment of distributions		8,991,931			545,622,341
Cost of shares reacquired		(637,215,260	)		(1,202,896,823	)
Cost of redemption in-kind (See Note 6)		–			(53,360,378	)
Net increase (decrease) in net assets resulting from capital share transactions		(85,113,587	)		367,042,122
Net increase (decrease) in net assets		512,428,845			(1,610,731,309	)
NET ASSETS:
Beginning of year	$	2,461,306,023		$	4,072,037,332
End of year	$	2,973,734,868		$	2,461,306,023
Undistributed (distributions in excess of) net investment income	$	(346,059	)	$	7,996,182

See Notes to Financial Statements.

21

Financial Highlights

CLASSIC STOCK FUND (formerly, Large Cap Core Fund)

	Class A Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$20.90		$32.95		$30.64		$28.66		$28.42
Investment operations:
Net investment income(a)	.18		.21		.16		.18		.15
Net realized and unrealized gain (loss)	4.95		(9.98	)	3.40		3.00		1.10
Total from investment operations	5.13		(9.77	)	3.56		3.18		1.25
Distributions to shareholders from:
Net investment income	(.22	)	(.15	)	(.17	)	(.10	)	(.17	)
Net realized gain	–		(2.13	)	(1.08	)	(1.10	)	(.84	)
Total distributions	(.22	)	(2.28	)	(1.25	)	(1.20	)	(1.01	)
Net asset value, end of year	$25.81		$20.90		$32.95		$30.64		$28.66
Total Return(b)	24.84	%	(31.78	)%	12.05	%	11.50	%	4.49	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including expenses reimbursed	1.15	%	1.30	%	1.30	%	1.30	%	1.30	%
Expenses, including expense reductions and expenses reimbursed	1.15	%	1.30	%	1.30	%	1.30	%	1.30	%
Expenses, excluding expense reductions and expenses reimbursed	1.37	%	1.33	%	1.31	%	1.33	%	1.32	%
Net investment income	.84	%	.77	%	.50	%	.63	%	.53	%
Supplemental Data:
Net assets, end of year (000)	$595,557		$494,847		$707,266		$645,539		$523,322
Portfolio turnover rate	55.20	%	36.96	%	44.97	%	39.51	%	44.86	%

^(a) Calculated using average shares outstanding during the year.

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

See Notes to Financial Statements.

22

Financial Highlights (continued)

CLASSIC STOCK FUND (formerly, Large Cap Core Fund)

	Class B Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$19.86		$31.47		$29.34		$27.56		$27.38
Investment operations:
Net investment income (loss)(a)	.04		.03		(.05	)	(.01	)	(.03	)
Net realized and unrealized gain (loss)	4.72		(9.51	)	3.26		2.89		1.05
Total from investment operations	4.76		(9.48	)	3.21		2.88		1.02
Distributions to shareholders from:
Net investment income	(.04	)	–		–		–		–	(b)
Net realized gain	–		(2.13	)	(1.08	)	(1.10	)	(.84	)
Total distributions	(.04	)	(2.13	)	(1.08	)	(1.10	)	(.84	)
Net asset value, end of year	$24.58		$19.86		$31.47		$29.34		$27.56
Total Return(c)	24.04	%	(32.23	)%	11.29	%	10.80	%	3.78	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including expenses reimbursed	1.80	%	1.95	%	1.95	%	1.95	%	1.95	%
Expenses, including expense reductions and expenses reimbursed	1.80	%	1.95	%	1.95	%	1.95	%	1.95	%
Expenses, excluding expense reductions and expenses reimbursed	2.02	%	1.98	%	1.96	%	1.98	%	1.97	%
Net investment income (loss)	.19	%	.11	%	(.15	)%	(.02	)%	(.11	)%
Supplemental Data:
Net assets, end of year (000)	$46,267		$43,374		$74,005		$78,277		$81,373
Portfolio turnover rate	55.20	%	36.96	%	44.97	%	39.51	%	44.86	%

^(a) Calculated using average shares outstanding during the year.

^(b) Amount is less than $.01.

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

See Notes to Financial Statements.

23

Financial Highlights (continued)

CLASSIC STOCK FUND (formerly, Large Cap Core Fund)

	Class C Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$19.94		$31.59		$29.44		$27.66		$27.47
Investment operations:
Net investment income (loss)(a)	.04		.03		(.05	)	–	(b)	(.03	)
Net realized and unrealized gain (loss)	4.74		(9.55	)	3.28		2.88		1.06
Total from investment operations	4.78		(9.52	)	3.23		2.88		1.03
Distributions to shareholders from:
Net investment income	(.06	)	–	(b)	–		–		–	(b)
Net realized gain	–		(2.13	)	(1.08	)	(1.10	)	(.84	)
Total distributions	(.06	)	(2.13	)	(1.08	)	(1.10	)	(.84	)
Net asset value, end of year	$24.66		$19.94		$31.59		$29.44		$27.66
Total Return(c)	24.08	%	(32.24	)%	11.32	%	10.76	%	3.81	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including expenses reimbursed	1.80	%	1.95	%	1.95	%	1.95	%	1.95	%
Expenses, including expense reductions and expenses reimbursed	1.80	%	1.95	%	1.95	%	1.95	%	1.95	%
Expenses, excluding expense reductions and expenses reimbursed	2.02	%	1.98	%	1.96	%	1.98	%	1.97	%
Net investment income (loss)	.18	%	.12	%	(.15	)%	(.02	)%	(.12	)%
Supplemental Data:
Net assets, end of year (000)	$89,787		$65,200		$94,948		$86,535		$73,328
Portfolio turnover rate	55.20	%	36.96	%	44.97	%	39.51	%	44.86	%

^(a) Calculated using average shares outstanding during the year.

^(b) Amount is less than $.01.

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

See Notes to Financial Statements.

24

Financial Highlights (continued)

CLASSIC STOCK FUND (formerly, Large Cap Core Fund)

	Class F Shares
	Year Ended 11/30				9/28/2007(a) to 11/30/2007
	2009		2008
Per Share Operating Performance
Net asset value, beginning of period	$20.88		$32.96		$33.52
Investment operations:
Net investment income(b)	.22		.32		.05
Net realized and unrealized gain (loss)	4.96		(10.02	)	(.61	)
Total from investment operations	5.18		(9.70	)	(.56	)
Distributions to shareholders from:
Net investment income	(.30	)	(.25	)	–
Net realized gain	–		(2.13	)	–
Total distributions	(.30	)	(2.38	)	–
Net asset value, end of period	$25.76		$20.88		$32.96
Total Return(c)	25.19	%	(31.64	)%	(1.67	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including expenses reimbursed	.86	%	1.05	%	.18	%(d)
Expenses, including expense reductions and expenses reimbursed	.86	%	1.04	%	.18	%(d)
Expenses, excluding expense reductions and expenses reimbursed	1.10	%	1.11	%	.19	%(d)
Net investment income	.96	%	1.25	%	.16	%(d)
Supplemental Data:
Net assets, end of period (000)	$10,723		$2,453		$10
Portfolio turnover rate	55.20	%	36.96	%	44.97	%

^(a) Commencement of investment operations was 9/28/2007, SEC effective date was 9/14/2007 and date shares first became available to the public was 10/1/2007.

^(b) Calculated using average shares outstanding during the period.

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

^(d) Not annualized.

See Notes to Financial Statements.

25

Financial Highlights (continued)

CLASSIC STOCK FUND (formerly, Large Cap Core Fund)

	Class I Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$20.99		$33.08		$30.76		$28.74		$28.50
Investment operations:
Net investment income(a)	.26		.31		.26		.29		.24
Net realized and unrealized gain (loss)	4.96		(10.01	)	3.41		3.01		1.11
Total from investment operations	5.22		(9.70	)	3.67		3.30		1.35
Distributions to shareholders from:
Net investment income	(.31	)	(.26	)	(.27	)	(.18	)	(.27	)
Net realized gain	–		(2.13	)	(1.08	)	(1.10	)	(.84	)
Total distributions	(.31	)	(2.39	)	(1.35	)	(1.28	)	(1.11	)
Net asset value, end of year	$25.90		$20.99		$33.08		$30.76		$28.74
Total Return(b)	25.28	%	(31.53	)%	12.40	%	11.92	%	4.83	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including expenses reimbursed	.79	%	.95	%	.95	%	.95	%	.95	%
Expenses, including expense reductions and expenses reimbursed	.79	%	.95	%	.95	%	.95	%	.95	%
Expenses, excluding expense reductions and expenses reimbursed	1.01	%	.98	%	.96	%	.98	%	.98	%
Net investment income	1.17	%	1.13	%	.84	%	.99	%	.84	%
Supplemental Data:
Net assets, end of year (000)	$264,418		$174,231		$221,345		$202,879		$135,677
Portfolio turnover rate	55.20	%	36.96	%	44.97	%	39.51	%	44.86	%

^(a) Calculated using average shares outstanding during the year.

^(b) Total return assumes the reinvestment of all distributions.

See Notes to Financial Statements.

26

Financial Highlights (continued)

CLASSIC STOCK FUND (formerly, Large Cap Core Fund)

	Class P Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$20.96		$33.05		$30.65		$28.70		$28.50
Investment operations:
Net investment income(a)	.17		.18		.12		.15		.10
Net realized and unrealized gain (loss)	4.97		(10.01	)	3.42		3.01		1.12
Total from investment operations	5.14		(9.83	)	3.54		3.16		1.22
Distributions to shareholders from:
Net investment income	(.19	)	(.13	)	(.06	)	(.11	)	(.18	)
Net realized gain	–		(2.13	)	(1.08	)	(1.10	)	(.84	)
Total distributions	(.19	)	(2.26	)	(1.14	)	(1.21	)	(1.02	)
Net asset value, end of year	$25.91		$20.96		$33.05		$30.65		$28.70
Total Return(b)	24.75	%	(31.85	)%	11.93	%	11.40	%	4.38	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including expenses reimbursed	1.27	%	1.40	%	1.40	%	1.40	%	1.40	%
Expenses, including expense reductions and expenses reimbursed	1.27	%	1.40	%	1.40	%	1.40	%	1.40	%
Expenses, excluding expense reductions and expenses reimbursed	1.47	%	1.43	%	1.41	%	1.43	%	1.43	%
Net investment income	.76	%	.66	%	.38	%	.53	%	.37	%
Supplemental Data:
Net assets, end of year (000)	$4,226		$4,635		$7,214		$7,314		$6,749
Portfolio turnover rate	55.20	%	36.96	%	44.97	%	39.51	%	44.86	%

^(a) Calculated using average shares outstanding during the year.

^(b) Total return assumes the reinvestment of all distributions.

See Notes to Financial Statements.

27

Financial Highlights (continued)

CLASSIC STOCK FUND (formerly, Large Cap Core Fund)

	Class R2 Shares
	Year Ended 11/30				9/28/2007(a) to 11/30/2007
	2009		2008
Per Share Operating Performance
Net asset value, beginning of period	$20.91		$32.93		$33.52
Investment operations:
Net investment income(b)	.12		.28		.03
Net realized and unrealized gain (loss)	5.04		(9.96	)	(.62	)
Total from investment operations	5.16		(9.68	)	(.59	)
Distributions to shareholders from:
Net investment income	(.29	)	(.21	)	–
Net realized gain	–		(2.13	)	–
Total distributions	(.29	)	(2.34	)	–
Net asset value, end of period	$25.78		$20.91		$32.93
Total Return(c)	25.03	%	(31.57	)%	(1.76	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including expenses reimbursed	1.21	%	1.04	%	.26	%(d)
Expenses, including expense reductions and expenses reimbursed	1.21	%	1.04	%	.26	%(d)
Expenses, excluding expense reductions and expenses reimbursed	1.56	%	1.07	%	.26	%(d)
Net investment income	.50	%	1.04	%	.08	%(d)
Supplemental Data:
Net assets, end of period (000)	$730		$7		$10
Portfolio turnover rate	55.20	%	36.96	%	44.97	%

^(a) Commencement of investment operations was 9/28/2007, SEC effective date was 9/14/2007 and date shares first became available to the public was 10/1/2007.

^(b) Calculated using average shares outstanding during the period.

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

^(d) Not annualized.

See Notes to Financial Statements.

28

Financial Highlights (concluded)

CLASSIC STOCK FUND (formerly, Large Cap Core Fund)

	Class R3 Shares
	Year Ended 11/30				9/28/2007(a) to 11/30/2007
	2009		2008
Per Share Operating Performance
Net asset value, beginning of period	$20.82		$32.94		$33.52
Investment operations:
Net investment income(b)	.16		.22		.03
Net realized and unrealized gain (loss)	4.92		(9.99	)	(.61	)
Total from investment operations	5.08		(9.77	)	(.58	)
Distributions to shareholders from:
Net investment income	(.26	)	(.22	)	–
Net realized gain	–		(2.13	)	–
Total distributions	(.26	)	(2.35	)	–
Net asset value, end of period	$25.64		$20.82		$32.94
Total Return(c)	24.70	%	(31.86	)%	(1.73	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including expenses reimbursed	1.21	%	1.42	%	.24	%(d)
Expenses, including expense reductions and expenses reimbursed	1.21	%	1.42	%	.24	%(d)
Expenses, excluding expense reductions and expenses reimbursed	1.49	%	1.48	%	.25	%(d)
Net investment income	.70	%	.88	%	.10	%(d)
Supplemental Data:
Net assets, end of period (000)	$2,238		$321		$10
Portfolio turnover rate	55.20	%	36.96	%	44.97	%

^(a) Commencement of investment operations was 9/28/2007, SEC effective date was 9/14/2007 and date shares first became available to the public was 10/1/2007.

^(b) Calculated using average shares outstanding during the period.

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

^(d) Not annualized.

See Notes to Financial Statements.

29

Financial Highlights

SMALL CAP VALUE FUND

	Class A Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$18.32		$33.10		$34.60		$31.40		$29.54
Investment operations:
Net investment income (loss)(a)	(.02	)	.04		.04		(.02	)	(.09	)
Net realized and unrealized gain (loss)	4.62		(9.97	)	2.99		6.09		4.60
Total from investment operations	4.60		(9.93	)	3.03		6.07		4.51
Distributions to shareholders from:
Net investment income	(.05	)	(.04	)	–		–		–
Net realized gain	–		(4.81	)	(4.53	)	(2.87	)	(2.65	)
Total distributions	(.05	)	(4.85	)	(4.53	)	(2.87	)	(2.65	)
Net asset value, end of year	$22.87		$18.32		$33.10		$34.60		$31.40
Total Return(b)	25.15	%	(34.96	)%	10.08	%	21.14	%	16.78	%
Ratios to Average Net Assets:
Expenses, including expense reductions	1.24	%	1.23	%	1.23	%	1.23	%	1.31	%
Expenses, excluding expense reductions	1.24	%	1.23	%	1.23	%	1.24	%	1.31	%
Net investment income (loss)	(.08	)%	.17	%	.13	%	(.06	)%	(.31	)%
Supplemental Data:
Net assets, end of year (000)	$1,393,870		$1,216,253		$2,287,085		$2,367,218		$1,714,898
Portfolio turnover rate	68.63	%	77.87	%	61.44	%	71.14	%	71.25	%

^(a) Calculated using average shares outstanding during the year.

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

See Notes to Financial Statements.

30

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class B Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$16.07		$29.78		$31.77		$29.25		$27.87
Investment operations:
Net investment loss(a)	(.12	)	(.12	)	(.17	)	(.23	)	(.27	)
Net realized and unrealized gain (loss)	4.02		(8.78	)	2.71		5.62		4.30
Total from investment operations	3.90		(8.90	)	2.54		5.39		4.03
Distributions to shareholders from:
Net realized gain	–		(4.81	)	(4.53	)	(2.87	)	(2.65	)
Net asset value, end of year	$19.97		$16.07		$29.78		$31.77		$29.25
Total Return(b)	24.27	%	(35.41	)%	9.33	%	20.29	%	15.99	%
Ratios to Average Net Assets:
Expenses, including expense reductions	1.94	%	1.93	%	1.93	%	1.92	%	1.95	%
Expenses, excluding expense reductions	1.94	%	1.93	%	1.93	%	1.93	%	1.95	%
Net investment loss	(.73	)%	(.54	)%	(.58	)%	(.77	)%	(1.03	)%
Supplemental Data:
Net assets, end of year (000)	$15,917		$25,955		$58,676		$71,741		$113,208
Portfolio turnover rate	68.63	%	77.87	%	61.44	%	71.14	%	71.25	%

^(a) Calculated using average shares outstanding during the year.

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

See Notes to Financial Statements.

31

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class C Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$16.10		$29.83		$31.82		$29.29		$27.90
Investment operations:
Net investment loss(a)	(.13	)	(.12	)	(.17	)	(.22	)	(.26	)
Net realized and unrealized gain (loss)	4.04		(8.80	)	2.71		5.62		4.30
Total from investment operations	3.91		(8.92	)	2.54		5.40		4.04
Distributions to shareholders from:
Net realized gain	–		(4.81	)	(4.53	)	(2.87	)	(2.65	)
Net asset value, end of year	$20.01		$16.10		$29.83		$31.82		$29.29
Total Return(b)	24.29	%	(35.42	)%	9.32	%	20.30	%	16.01	%
Ratios to Average Net Assets:
Expenses, including expense reductions	1.94	%	1.93	%	1.93	%	1.93	%	1.95	%
Expenses, excluding expense reductions	1.94	%	1.93	%	1.93	%	1.93	%	1.96	%
Net investment loss	(.77	)%	(.53	)%	(.58	)%	(.76	)%	(.99	)%
Supplemental Data:
Net assets, end of year (000)	$46,275		$46,307		$86,971		$91,715		$91,195
Portfolio turnover rate	68.63	%	77.87	%	61.44	%	71.14	%	71.25	%

^(a) Calculated using average shares outstanding during the year.

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

See Notes to Financial Statements.

32

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class F Shares
	Year Ended 11/30				9/28/2007(a) to 11/30/2007
	2009		2008
Per Share Operating Performance
Net asset value, beginning of period	$18.30		$33.11		$33.61
Investment operations:
Net investment income (loss)(b)	–	(c)	.08		.01
Net realized and unrealized gain (loss)	4.62		(9.95	)	(.51	)
Total from investment operations	4.62		(9.87	)	(.50	)
Distributions to shareholders from:
Net investment income	(.12	)	(.13	)	–
Net realized gain	–		(4.81	)	–
Total distributions	(.12	)	(4.94	)	–
Net asset value, end of period	$22.80		$18.30		$33.11
Total Return(d)	25.39	%	(34.82	)%	(1.49	)%(e)
Ratios to Average Net Assets:
Expenses, including expense reductions	1.03	%	1.04	%	.18	%(e)
Expenses, excluding expense reductions	1.03	%	1.04	%	.18	%(e)
Net investment income (loss)	(.02	)%	.32	%	.04	%(e)
Supplemental Data:
Net assets, end of period (000)	$22,387		$1,425		$10
Portfolio turnover rate	68.63	%	77.87	%	61.44	%

^(a) Commencement of investment operations was 9/28/2007, SEC effective date was 9/14/2007 and date shares first became available to the public was 10/1/2007.

^(b) Calculated using average shares outstanding during the period.

^(c) Amount is less than $.01.

^(d) Total return assumes the reinvestment of all distributions.

^(e) Not annualized.

See Notes to Financial Statements.

33

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class I Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$19.38		$34.75		$36.00		$32.46		$30.36
Investment operations:
Net investment income(a)	.05		.13		.14		.08		.02
Net realized and unrealized gain (loss)	4.87		(10.55	)	3.14		6.33		4.73
Total from investment operations	4.92		(10.42	)	3.28		6.41		4.75
Distributions to shareholders from:
Net investment income	(.13	)	(.14	)	—		—		—
Net realized gain	—		(4.81	)	(4.53	)	(2.87	)	(2.65	)
Total distributions	(.13	)	(4.95	)	(4.53	)	(2.87	)	(2.65	)
Net asset value, end of year	$24.17		$19.38		$34.75		$36.00		$32.46
Total Return(b)	25.55	%	(34.77	)%	10.42	%	21.53	%	17.14	%
Ratios to Average Net Assets:
Expenses, including expense reductions	.94	%	.93	%	.93	%	.93	%	.96	%
Expenses, excluding expense reductions	.94	%	.93	%	.93	%	.93	%	.96	%
Net investment income	.21	%	.48	%	.43	%	.25	%	.05	%
Supplemental Data:
Net assets, end of year (000)	$1,231,291		$942,604		$1,227,169		$1,045,397		$632,444
Portfolio turnover rate	68.63	%	77.87	%	61.44	%	71.14	%	71.25	%

^(a) Calculated using average shares outstanding during the year.

^(b) Total return assumes the reinvestment of all distributions.

See Notes to Financial Statements.

34

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class P Shares
	Year Ended 11/30
	2009		2008		2007		2006		2005
Per Share Operating Performance
Net asset value, beginning of year	$18.15		$32.84		$34.40		$31.28		$29.47
Investment operations:
Net investment income (loss)(a)	(.05	)	.01		(.01	)	(.06	)	(.11	)
Net realized and unrealized gain (loss)	4.57		(9.89	)	2.98		6.05		4.57
Total from investment operations	4.52		(9.88	)	2.97		5.99		4.46
Distributions to shareholders from:
Net investment income	(.01	)	—		—		—		—
Net realized gain	—		(4.81	)	(4.53	)	(2.87	)	(2.65	)
Total distributions	(.01	)	(4.81	)	(4.53	)	(2.87	)	(2.65	)
Net asset value, end of year	$22.66		$18.15		$32.84		$34.40		$31.28
Total Return(b)	24.94	%	(35.04	)%	9.95	%	20.95	%	16.68	%
Ratios to Average Net Assets:
Expenses, including expense reductions	1.39	%	1.38	%	1.38	%	1.38	%	1.41	%
Expenses, excluding expense reductions	1.39	%	1.38	%	1.38	%	1.38	%	1.41	%
Net investment income (loss)	(.23	)%	.02	%	(.03	)%	(.20	)%	(.39	)%
Supplemental Data:
Net assets, end of year (000)	$261,914		$227,658		$412,127		$447,775		$328,055
Portfolio turnover rate	68.63	%	77.87	%	61.44	%	71.14	%	71.25	%

^(a) Calculated using average shares outstanding during the year.

^(b) Total return assumes the reinvestment of all distributions.

See Notes to Financial Statements.

35

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class R2 Shares
	Year Ended 11/30/2009		3/24/2008 (a)to 11/30/2008
Per Share Operating Performance
Net asset value, beginning of period	$18.29		$25.99
Investment operations:
Net investment loss(b)	(.10	)	(.02	)
Net realized and unrealized gain (loss)	4.62		(7.68	)
Total from investment operations	4.52		(7.70	)
Distributions to shareholders from:
Net investment income	(.04	)	–
Net asset value, end of period	$22.77		$18.29
Total Return(c)	24.77	%	(29.63	)%(d)
Ratios to Average Net Assets:
Expenses, including expense reductions	1.52	%	1.03	%(d)
Expenses, excluding expense reductions	1.52	%	1.04	%(d)
Net investment loss	(.48	)%	(.07	)%(d)
Supplemental Data:
Net assets, end of period (000)	$86		$14
Portfolio turnover rate	68.63	%	77.87	%

^(a) Commencement of investment operations was 3/24/2008, SEC effective date was 9/14/2007 and date shares first became available to the public was 4/1/2008.

^(b) Calculated using average shares outstanding during the period.

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

^(d) Not annualized.

See Notes to Financial Statements.

36

Financial Highlights (concluded)

SMALL CAP VALUE FUND

	Class R3 Shares
	Year Ended 11/30/2009		3/24/2008 (a) to 11/30/2008
Per Share Operating Performance
Net asset value, beginning of period	$18.29		$25.99
Investment operations:
Net investment income (loss)(b)	(.06	)	.02
Net realized and unrealized gain (loss)	4.60		(7.72	)
Total from investment operations	4.54		(7.70	)
Distributions to shareholders from:
Net investment income	(.10	)	–
Net asset value, end of period	$22.73		$18.29
Total Return(c)	24.94	%	(29.63	)%(d)
Ratios to Average Net Assets:
Expenses, including expense reductions	1.44	%	1.00	%(d)
Expenses, excluding expense reductions	1.44	%	1.00	%(d)
Net investment income (loss)	(.30	)%	.07	%(d)
Supplemental Data:
Net assets, end of period (000)	$1,995		$1,090
Portfolio turnover rate	68.63	%	77.87	%

^(a) Commencement of investment operations was 3/24/2008, SEC effective date was 9/14/2007 and date shares first became available to the public was 4/1/2008.

^(b) Calculated using average shares outstanding during the period.

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

^(d) Not annualized.

See Notes to Financial Statements.

37

Notes to Financial Statements

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, incorporated under Maryland law on April 6, 1992. The Company currently consists of four separate funds. This report covers the following two funds (separately, a “Fund” and collectively, the “Funds”) and their respective classes: Lord Abbett Classic Stock Fund (“Classic Stock Fund”; formerly, Lord Abbett Large-Cap Core Fund (“Large Cap Core Fund”)) and Small-Cap Value Series (“Small Cap Value Fund”). Effective July 1, 2009, Lord Abbett Large Cap Core Fund changed its name to Lord Abbett Classic Stock Fund.

Classic Stock Fund’s investment objective is growth of capital and growth of income consistent with reasonable risk. Small Cap Value Fund’s investment objective is long-term capital appreciation. Each Fund offers eight classes of shares: Class A, B, C, F, I, P, R2 and R3, each with different expenses and dividends. 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 and R3 shares, although there may be a contingent deferred sales charge (“CDSC”) for 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); 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 25 ^th day of the month (or, if the 25^th is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted. Small Cap Value Fund is open to certain new investors on a limited basis as set forth in the Fund’s prospectus. The Funds’ Class P shares are closed to substantially all new retirement and benefit plans and fee-based programs, with certain exceptions as set forth in the Funds’ prospectuses. Effective March 31, 2010, each of the Funds of the Company will no longer offer Class B shares.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

2.    SIGNIFICANT ACCOUNTING POLICIES

(a) Investment Valuation–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 more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange LLC. Each Fund may rely on 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. Securities for which market quotations are not readily available are valued at fair value as determined by management and approved in good faith by the Board of Directors. Short-term securities with 60 days or less remaining to maturity are valued using the amortized cost method, which approximates current market value.

38

Notes to Financial Statements (continued)

(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. 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 the Funds’ U.S. federal tax returns remains open for the fiscal years ended November 30, 2006 through November 30, 2009. 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 and R3 shares bear their class-specific share of all expenses and fees relating to the Funds’ 12b-1 Distribution Plan.

(f) Foreign Transactions-The books and records of the Funds are maintained in U.S. dollars and transactions denominated in foreign currencies are recorded in the Funds’ 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 investments and translation of assets and liabilities denominated in foreign currencies on the Funds’ Statements of Operations. The resultant exchange gains and losses upon settlement of such transactions are included in Net realized loss on investments and foreign currency related transactions on the Funds’ Statements 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.

(g) 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

39

Notes to Financial Statements (continued)

seller of the agreement defaults on its obligation to repurchase the underlying securities at a time when the value of these securities has declined, a Fund may incur a loss upon disposition of the securities.

(h) Fair Value Measurements–In accordance with Financial Accounting Standards Board, Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (formerly SFAS 157), fair value is defined as the price that each Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment. ASC 820 established a three-tier hierarchy 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 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 – 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).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of November 30, 2009 in valuing each Fund’s investments carried at value:

	Classic Stock Fund								Small Cap Value Fund
Investment Type*	Level 1 (000)		Level 2 (000)		Level 3 (000)		Total (000)		Level 1 (000)		Level 2 (000)		Level 3 (000)		Total (000)
Common Stocks	$	1,000,536	$	–	$	–	$	1,000,536	$	2,917,463	$	–	$	–	$	2,917,463
Repurchase Agreement		–		10,892		–		10,892		–		72,314		–		72,314
Total	$	1,000,536	$	10,892	$	–	$	1,011,428	$	2,917,463	$	72,314	$	–	$	2,989,777

* See Schedule of Investments for values in each industry.

3.    MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Management Fee

The Company has a management agreement with Lord, Abbett & Co. LLC (“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.

40

Notes to Financial Statements (continued)

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

Classic Stock Fund:
First $1 billion	.70%
Next $1 billion	.65%
Over $2 billion	.60%

For the fiscal year ended November 30, 2009, the effective management fee paid to Lord Abbett, with respect to the Classic Stock Fund, was at an annualized rate of .70% of the Fund’s average daily net assets.

Small Cap Value Fund:
First $2 billion	.75%
Over $2 billion	.70%

For the fiscal year ended November 30, 2009, the effective management fee paid to Lord Abbett, with respect to the Small Cap Value Fund, was at an annualized rate of .74% of the Fund’s average daily net assets.

For the period December 1, 2008 through March 31, 2009, Lord Abbett contractually agreed to reimburse Classic Stock Fund’s expenses to the extent necessary so that each class’ total annual operating expenses did not exceed the rates below. Effective April 1, 2009, Lord Abbett voluntarily agreed to reimburse Classic Stock Fund based on the same rates in effect at December 1, 2008. Effective July 1, 2009, Lord Abbett voluntarily agreed to reimburse Classic Stock Fund to the extent necessary so that each class’ total annual operating expenses do not exceed the following annual rates:

Class	Effective Date:
	December 1, 2008	July 1, 2009
	% of Average Daily Net Assets
A	1.30%	.98%
B	1.95%	1.63%
C	1.95%	1.63%
F	1.05%	.73%
I	.95%	.63%
P	1.40%	1.08%
R2	1.55%	1.23%
R3	1.45%	1.13%

Lord Abbett may discontinue the voluntary reimbursement or change the level of its voluntary reimbursement at any time for all classes of Classic Stock Fund.

Lord Abbett provides certain administrative services to each Fund pursuant to an Administrative Services Agreement at an annual rate of .04% of each Fund’s average daily net assets.

Classic Stock Fund and Small Cap Value Fund, along with certain other funds managed by Lord Abbett (collectively, the “Underlying Funds”), have entered into a Servicing Arrangement with Lord Abbett Alpha Strategy Fund of Lord Abbett Securities Trust and Lord Abbett Balanced Strategy Fund, Lord Abbett Diversified Equity Strategy Fund and Lord Abbett Growth & Income Strategy Fund of Lord Abbett Investment Trust and Lord Abbett Global Allocation Fund of Lord Abbett Global Fund, Inc. (each a “Fund of Funds”), pursuant to which each Underlying Fund pays a portion of the expenses (excluding management fee and distribution and service fees) of the Fund of Funds in

41

Notes to Financial Statements (continued)

proportion to the average daily value of the Underlying Fund shares owned by the Fund of Funds. Amounts paid pursuant to the Servicing Arrangement 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 November 30, 2009, the percentages of Classic Stock Fund’s outstanding shares owned by Lord Abbett Balanced Strategy Fund, Lord Abbett Diversified Equity Strategy Fund, Lord Abbett Growth & Income Strategy Fund and Lord Abbett Global Allocation Fund were 13.00%, 2.51%, 6.64% and 0.78%, respectively.

As of November 30, 2009, the percentage of Small Cap Value Fund’s outstanding shares owned by Lord Abbett Alpha Strategy Fund was 3.55%.

12b-1 Distribution Plan

Each Fund has adopted a distribution plan with respect to Class A, B, C, F, P, R2 and R3 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 fees are accrued daily at annual rates based upon each Fund’s average daily net assets as follows:

Fees*	Class A		Class B	Class C	Class F	Class P	Class R2	Class R3
Service	.25%		.25%	.25%	–	.25%	.25%	.25%
Distribution	.10%	(1)	.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.

⁽¹⁾ In the case of Small Cap Value Fund, the Class A Distribution Fee is .05%.

Class I shares do not have a distribution plan.

Commissions

Distributor received the following commissions on sales of shares of the Funds, after concessions were paid to authorized dealers, for the fiscal year ended November 30, 2009:

	Distributor Commissions		Dealers’ Concessions
Classic Stock Fund	$	362,819	$	1,956,213
Small Cap Value Fund		16,072		87,479

Distributor received the following amount of CDSCs for the fiscal year ended November 30, 2009:

	Class A		Class C
Classic Stock Fund	$	1,871	$	13,307
Small Cap Value Fund		1,450		2,038

Two Directors and certain of the Funds’ 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 semiannually for Classic Stock Fund and at least annually for Small Cap Value Fund. Effective December 1, 2009, dividends from net investment income, if any, will be declared and paid at least annually for Classic Stock 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

42

Notes to Financial Statements (continued)

loss carryforward amounts, 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.

On December 16, 2009, a net investment income distribution of approximately $6,358,000 was declared by Classic Stock Fund. The distribution was paid December 18, 2009 to shareholders of record on December 17, 2009.

The tax character of distributions paid during the fiscal years ended November 30, 2009 and 2008, was as follows:

	Classic Stock Fund				Small Cap Value Fund
	Year Ended 11/30/2009		Year Ended 11/30/2008		Year Ended 11/30/2009		Year Ended 11/30/2008
Distributions paid from:
Ordinary income	$	8,402,452	$	12,030,614	$	9,677,917	$	129,921,565
Net long-term capital gains		–		65,519,683		–		462,027,791
Total distributions paid	$	8,402,452	$	77,550,297	$	9,677,917	$	591,949,356

As of November 30, 2009, the components of accumulated earnings (losses) on a tax-basis were as follows:

	Classic Stock Fund			Small Cap Value Fund
Undistributed ordinary income – net	$	6,286,701		$	–
Total undistributed earnings	$	6,286,701		$	–
Capital loss carryforwards*		(121,940,840	)		(618,451,133	)
Temporary differences		(102,177	)		(346,059	)
Unrealized gains – net		121,677,160			238,620,409
Total accumulated gains (losses) – net	$	5,920,844		$	(380,176,783	)

*As of November 30, 2009, the capital loss carryforwards, along with the related expiration dates, were as follows:

	2016		2017		Total
Classic Stock Fund	$	23,315,627	$	98,625,213	$	121,940,840
Small Cap Value Fund		189,426,175		429,024,958		618,451,133

As of November 30, 2009, the aggregate unrealized security gains and losses based on cost for U.S. federal income tax purposes were as follows:

	Classic Stock Fund			Small Cap Value Fund
Tax cost	$	889,750,971		$	2,751,157,146
Gross unrealized gain		159,165,123			412,264,232
Gross unrealized loss		(37,487,935	)		(173,643,823	)
Net unrealized security gain	$	121,677,188		$	238,620,409

The difference between book-basis and tax-basis unrealized gains (losses) is primarily attributable to wash sales.

43

Notes to Financial Statements (continued)

Permanent items identified during the fiscal year ended November 30, 2009 have been reclassified among the components of net assets based on their tax basis treatment as follows:

	Undistributed (Distributions in Excess of) Net Investment Income		Accumulated Net Realized Loss			Paid-in Capital
Classic Stock Fund	$	1,326	$	(1,326	)	$	–
Small Cap Value Fund		1,118,728		(16,871	)		(1,101,857	)

The permanent differences are attributable to the tax treatment of certain distributions paid and received.

5.    PORTFOLIO SECURITIES TRANSACTIONS

Purchases and sales of investment securities (excluding short-term investments) for the fiscal year ended November 30, 2009 were as follows:

	Purchases		Sales
Classic Stock Fund	$	513,887,450	$	464,398,804
Small Cap Value Fund		1,770,011,947		1,789,648,927

There were no purchases or sales of U.S. Government securities for the fiscal year ended November 30, 2009.

6.    REDEMPTION IN-KIND

In certain circumstances, the Funds may distribute portfolio securities rather than cash as payments for a redemption of Fund shares (“redemption in-kind”). For financial reporting purposes, the Fund recognizes a gain on redemption in-kind to the extent the value of the distributed securities exceeds their costs; each Fund recognizes a loss if the cost exceeds value. During the fiscal year ended November 30, 2008, shareholders of the Small Cap Value Fund redeemed Fund shares in exchange for Fund portfolio securities. The amount is included in Capital share transactions on the Statements of Changes in Net Assets.

7.    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. Outside 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 outside Directors under which outside 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 have been invested in the funds. Such amounts and earnings accrued thereon are included in Directors’ fees on the Statement of Operations and in Directors’ fees payable on the Statement of Assets and Liabilities and are not deductible for U.S. federal income tax purposes until such amounts are paid.

8.    EXPENSE REDUCTIONS

The Company has entered into arrangements 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.

44

Notes to Financial Statements (continued)

9.    LINE OF CREDIT

The Funds and certain other funds managed by Lord Abbett have available an unsecured revolving credit facility (“Facility”) from State Street Bank and Trust Company (“SSB”), to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. The Facility is renewed annually under terms that depend on market conditions at the time of the renewal. Accordingly, effective December 4, 2009, the amount available under the Facility remains $200,000,000 and the annual fee to maintain the Facility (of which each participating fund pays its pro rata share based on the net assets of each participating fund) was changed from .125% (.08% prior to December 5, 2008) of the amount available under the Facility to .15%. This amount is included in Other Expenses on the Funds’ Statement of Operations. In connection with the renewal, the Funds paid an upfront commitment fee of .05% on December 4, 2009. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. As of November 30, 2009, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the fiscal year ended November 30, 2009.

10.    TRANSACTIONS WITH AFFILIATED ISSUERS

An affiliated issuer is one in which a Fund has ownership of at least 5% of the outstanding voting securities of the underlying issuer at any point during the fiscal year. Small Cap Value Fund had the following transactions with affiliated issuers during the fiscal year ended November 30, 2009:

Affiliated Issuer	Balance of Shares Held at 11/30/2008	Gross Additions	Gross Sales		Balance of Shares Held at 11/30/2009	Value at 11/30/2009		Net Realized Gain (Loss) 12/1/2008 to 11/30/2009(a)			Dividend Income 12/1/2008 to 11/30/2009(a)
AAR Corp.(c)	2,331,364	–	(1,342,800	)	988,564	$	–	$	(5,302,430	)	$	–
Anixter International, Inc.(c)	2,115,002	45,000	(1,306,700	)	853,302		–		(10,216,796	)		–
Black Hills Corp.(c)	1,994,878	–	(1,994,878	)	–		–		(1,786,326	)		–
Boston Beer Co., Inc. (The) Class A(b) (c)	412,739	134,200	(546,939	)	–		–		(138,712	)		–
Bristow Group, Inc. (b) (c)	1,297,046	198,797	(25,199	)	1,470,644		–		(369,482	)		–
Carlisle Cos., Inc.(c)	3,652,970	–	(2,987,200	)	665,770		–		(9,684,590	)		–
Curtiss-Wright Corp(c)	2,982,655	17,400	(1,024,648	)	1,975,407		–		(7,709,664	)		474,265
Cypress Bioscience, Inc.(b)	–	1,982,600	–		1,982,600		10,507,780		–			–
Danvers Bancorp., Inc.(b)	–	1,146,500	–		1,146,500		15,489,215		–			22,930
Enpro Industries, Inc.(b)	306,300	749,600	–		1,055,900		24,222,346		–			–
Ferro Corp.(b)	–	4,213,300	–		4,213,300		27,260,051		–			–
Financial Federal Corp.	2,266,148	38,900	(111,500	)	2,193,548		59,445,151		(194,612	)		1,383,029
Greatbatch, Inc.(b)	–	1,234,800	–		1,234,800		22,707,972		–			–
Hexcel Corp.(b)	4,058,829	1,759,483	–		5,818,312		61,383,192		–			–
Koppers Holdings, Inc.	1,141,000	590,200	(460,100	)	1,271,100		35,908,575		3,442,237			1,308,984
Odyssey Healthcare, Inc.	2,925,000	–	(531,934	)	2,393,066		34,771,249		1,681,389			–
Quanex Building Products Corp.(c)	2,467,229	34,594	(820,060	)	1,681,763		–		(801,506	)		281,384
Rogers Corp.	1,604,535	6,600	(163,400	)	1,447,735		40,768,218		(4,949,197	)		–
ScanSource, Inc.(c)	2,167,999	–	(999,700	)	1,168,299		–		(2,141,897	)		–
Skilled Healthcare Group, Inc. Class A(c)	1,797,300	–	(1,797,300	)	–		–		(5,708,468	)		–
Susser Holdings Corp.	1,093,152	–	(78,500	)	1,014,652		10,755,311		(448,880	)		–
TrueBlue, Inc.(b)	–	2,529,500	–		2,529,500		30,758,720		–			–
Total						$	373,977,780	$	(44,328,934	)	$	3,470,592

^(a) Represents realized gains (losses) and dividend income earned only when the issuer was an affiliate of the Fund.

^(b) Not an affiliated issuer as of November 30, 2008.

^(c) No longer an affiliated issuer as of November 30, 2009.

45

Notes to Financial Statements (continued)

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

Classic Stock Fund is subject to the general risks and considerations associated with equity investing, as well as the particular risks associated with value and growth stocks. This means the value of your investment will fluctuate in response to movements in the equity securities market in general and to the changing prospects of individual companies in which the Fund invests. Large value and growth stocks may perform differently than the market as a whole and differently than each other or other types of stocks, such as small company stocks. This is because different types of stocks tend to shift in and out of favor depending on market and economic conditions. The market may fail to recognize the intrinsic value of particular value stocks for a long time. Growth stocks may be more volatile than other stocks. In addition, 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. Due to its investment in multinational companies the Fund may experience increased market, liquidity, currency, politcal, information and other risks.

Small Cap Value Fund is subject to the general risks and considerations associated with equity investing, as well as the particular risks associated with value stocks. The value of an investment will fluctuate in response to movements in the equity securities market in general and to the changing prospects of individual companies in which the Fund invests. Large company value stocks and small company value stocks may perform differently than the market as a whole and other types of stocks such as 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 a 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:

Classic Stock Fund
	Year Ended November 30, 2009					Year Ended November 30, 2008
Class A Shares	Shares		Amount			Shares		Amount
Shares sold	6,970,404		$	151,477,796		6,145,233		$	159,595,132
Converted from Class B*	274,301			5,912,683		197,247			5,441,049
Reinvestment of distributions	252,444			5,154,883		1,563,557			47,219,436
Shares reacquired	(8,106,303	)		(174,425,425	)	(5,691,420	)		(150,155,336	)
Increase (decrease)	(609,154	)	$	(11,880,063	)	2,214,617		$	62,100,281

46

Notes to Financial Statements (continued)

Classic Stock Fund
	Year Ended November 30, 2009					Year Ended November 30, 2008
Class B Shares	Shares		Amount			Shares		Amount
Shares sold	490,412		$	10,115,909		459,358		$	12,000,175
Reinvestment of distributions	4,153			81,238		148,532			4,289,609
Shares reacquired	(510,237	)		(10,473,790	)	(568,491	)		(14,673,345	)
Converted to Class A*	(286,405	)		(5,912,683	)	(206,859	)		(5,441,049	)
Decrease	(302,077	)	$	(6,189,326	)	(167,460	)	$	(3,824,610	)
Class C Shares
Shares sold	1,248,989		$	25,930,987		965,997		$	24,954,020
Reinvestment of distributions	7,819			153,406		163,366			4,737,589
Shares reacquired	(885,430	)		(17,996,500	)	(865,196	)		(22,126,501	)
Increase	371,378		$	8,087,893		264,167		$	7,565,108
Class F Shares
Shares sold	400,767		$	7,640,454		128,943.671		$	3,586,318
Reinvestment of distributions	1,625			33,040		24.000			711
Shares reacquired	(103,618	)		(2,369,408	)	(11,819.000	)		(290,682	)
Increase	298,774		$	5,304,086		117,148.671		$	3,296,347
Class I Shares
Shares sold	1,999,017		$	43,743,052		1,378,033		$	39,074,820
Reinvestment of distributions	127,872			2,611,149		547,148			16,540,304
Shares reacquired	(220,740	)		(4,551,120	)	(313,103	)		(7,875,727	)
Increase	1,906,149		$	41,803,081		1,612,078		$	47,739,397
Class P Shares
Shares sold	31,965		$	694,451		41,558		$	1,102,999
Reinvestment of distributions	1,936			39,698		16,324			494,955
Shares reacquired	(91,962	)		(1,894,415	)	(54,979	)		(1,442,956	)
Increase (decrease)	(58,061	)	$	(1,160,266	)	2,903		$	154,998
Class R2 Shares
Shares sold	29,612.000		$	670,285		1.061		$	22
Reinvestment of distributions	4.419			92		23.191			699
Shares reaquired	(1,627.000	)		(40,666	)	–			–
Increase	27,989.419		$	629,711		24.252		$	721
Class R3 Shares
Shares sold	78,883		$	1,879,510		15,802.671		$	437,112
Reinvestment of distributions	195			3,962		23.000			701
Shares reacquired	(7,165	)		(174,020	)	(723.000	)		(19,644	)
Increase	71,913		$	1,709,452		15,102.671		$	418,169

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

47

Notes to Financial Statements (continued)

Small Cap Value Fund
	Year Ended November 30, 2009					Year Ended November 30, 2008
Class A Shares	Shares		Amount			Shares		Amount
Shares sold	13,284,675		$	259,025,601		17,562,795		$	455,552,081
Converted from Class B*	586,942			10,441,239		283,182			7,073,670
Reinvestment of distributions	156,872			2,930,390		11,483,374			317,744,963
Shares reacquired	(19,467,158	)		(375,538,113	)	(32,041,671	)		(789,959,346	)
Decrease	(5,438,669	)	$	(103,140,883	)	(2,712,320	)	$	(9,588,632	)
Class B Shares
Shares sold	89,062		$	1,523,210		165,367		$	3,870,722
Reinvestment of distributions	–			–		311,249			7,603,875
Shares reacquired	(243,067	)		(4,549,348	)	(510,078	)		(11,469,878	)
Converted to Class A*	(664,137	)		(10,441,239	)	(321,748	)		(7,073,670	)
Decrease	(818,142	)	$	(13,467,377	)	(355,210	)	$	(7,068,951	)
Class C Shares
Shares sold	147,659		$	2,490,868		346,543		$	8,216,387
Reinvestment of distributions	14			337		327,312			8,012,610
Shares reacquired	(710,929	)		(12,070,964	)	(713,682	)		(15,718,610	)
Increase (decrease)	(563,256	)	$	(9,579,759	)	(39,827	)	$	510,387
Class F Shares
Shares sold	1,088,189		$	16,074,936		84,316.000		$	2,321,051
Reinvestment of distributions	474			8,798		53.000			1,471
Shares reacquired	(184,536	)		(3,720,736	)	(6,765.530	)		(160,366	)
Increase	904,127		$	12,362,998		77,603.470		$	2,162,156
Class I Shares
Shares sold	9,980,535		$	203,789,939		19,467,963		$	512,061,416
Reinvestment of distributions	299,707			5,898,235		5,501,668			160,593,678
Shares reacquired	(7,966,366	)		(162,542,427	)	(9,617,399	)		(246,489,177	)
Redemption in-kind	–			–		(2,036,656	)		(53,360,378	)
Increase	2,313,876		$	47,145,747		13,315,576		$	372,805,539
Class P Shares
Shares sold	3,062,515		$	59,079,264		3,656,445		$	93,737,986
Reinvestment of distributions	8,071			149,560		1,882,863			51,665,744
Shares reacquired	(4,057,487	)		(78,284,406	)	(5,543,667	)		(138,827,224	)
Increase (decrease)	(986,901	)	$	(19,055,582	)	(4,359	)	$	6,576,506
						Period Ended November 30, 2008†
Class R2 Shares
Shares sold	3,540.380		$	81,773		782.620		$	20,870
Shares reacquired	(560.000	)		(13,451	)	–			–
Increase	2,980.380		$	68,322		782.620		$	20,870

48

Notes to Financial Statements (concluded)

Small Cap Value Fund
	Year Ended November 30, 2009					Period Ended November 30, 2008†
Class R3 Shares
Shares sold	52,867		$	1,044,151		71.721		$	1,896,469
Reinvestment of distributions	248			4,611		–			–
Shares reacquired	(24,939	)		(495,815	)	(12.124	)		(272,222	)
Increase	28,176		$	552,947		59.597		$	1,624,247

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

^† For the period March 24, 2008 (commencement of investment operations) to November 30, 2008.

14.    SUBSEQUENT EVENTS

In accordance with the provisions set forth in ASC Topic 855 (formerly SFAS 165), Subsequent Events, adopted by the Funds as of November 30, 2009, management has evaluated subsequent events existing in the Funds’ financial statements through January 29, 2010. Management has determined that there were no material subsequent events that would require recognition or additional disclosure in the Funds’ financial statements through this date.

15.    RECENT ACCOUNTING PRONOUNCEMENTS

In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update 2010-06 “Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”). ASU 2010-06 provides clarifications to existing disclosures required by ASC 820 as well as amends ASC 820 to require certain new disclosures. ASU 2010-06 is substantially effective for interim and annual reporting periods beginning after December 15, 2009. Management is currently evaluating the impact the adoption of ASU 2010-06 will have on the Funds’ financial statement disclosures.

49

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Lord Abbett Research Fund, Inc.:

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of the Lord Abbett Classic Stock Fund (formerly Lord Abbett Large-Cap Core Fund) and Small-Cap Value Series, two of the portfolios constituting the Lord Abbett Research Fund, Inc. (the “Company”), as of November 30, 2009, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Lord Abbett Classic Stock Fund and Small-Cap Value Series of the Lord Abbett Research Fund, Inc. as of November 30, 2009, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

New York, New York

January 29, 2010

50

Basic Information About Management

The Board of Directors (the “Board”) is responsible for the management of the business and affairs of the Company in accordance with the laws of the State of Maryland. The Board appoints officers who are responsible for the day-to-day operations of the Company and who execute policies authorized by the Board. The Board also approves an investment adviser to the Company and continues to monitor the cost and quality of the services provided by the investment adviser, and annually considers whether to renew the contract with the adviser. Generally, each Director holds office until his/her successor is elected and qualified or until his/her earlier resignation or removal, as provided in the Company’s organizational documents.

Lord, Abbett & Co. LLC (“Lord Abbett”), a Delaware limited liability company, is the Company’s investment adviser.

Interested Directors

The following Directors are partners of Lord Abbett and are “interested persons” of the Company as defined in the Act. Mr. Dow and Ms. Foster are officers, directors, or trustees of each of the 14 Lord Abbett-sponsored funds, which consist of 53 portfolios or series.

Name, Address and Year of Birth	Current Position and Length of Service with Company	Principal Occupation During Past Five Years	Other Directorships
Robert S. Dow Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1945)	Director and Chairman since 1996	Senior Partner (since 2007), Chief Executive Officer (since 1996) and was formerly Managing Partner (1996 - 2007), joined Lord Abbett in 1972.	N/A
Daria L. Foster Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1954)	Director since 2006	Managing Partner (since 2007) and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990.	N/A

Independent Directors

The following independent or outside Directors (“Independent Directors”) are also directors or trustees of each of the 14 Lord Abbett-sponsored funds, which consist of 53 portfolios or series.

Name, Address and Year of Birth	Current Position and Length of Service with Company	Principal Occupation During Past Five Years	Other Directorships
E. Thayer Bigelow Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1941)	Director since 1996	Managing General Partner, Bigelow Media, LLC (since 2000); Senior Adviser, Time Warner Inc. (1998 - 2000).	Currently serves as director of Crane Co. (since 1984), Huttig Building Products Inc. (since 1998) and R.H. Donnelley Inc. (since 2009).

51

Basic Information About Management (continued)

Name, Address and Year of Birth	Current Position and Length of Service with Company	Principal Occupation During Past Five Years	Other Directorships
William H.T. Bush Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1938)	Director since 1998	Co-founder and Chairman of the Board of the financial advisory firm of Bush- O’Donnell & Company (since 1986).	Currently serves as director of WellPoint, Inc., a health benefits company (since 2002).
Robert B. Calhoun, Jr. Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1942)	Director since 1998	Senior Advisor of Monitor Clipper Partners, a private equity investment fund (since 1997); President of Clipper Asset Management Corp. (1991 - 2009).	N/A
Julie A. Hill Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1946)	Director since 2004	Owner and CEO of The Hill Company, a business consulting firm (since 1998).	Currently serves as director of WellPoint, Inc., a health benefits company (since 1994) and Lend Lease Corporation Limited (since 2005).
Franklin W. Hobbs Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2001	Advisor of One Equity Partners, a private equity firm (since 2004).	Currently serves as a director and Chairman of the Board of GMAC Inc., a financial services firm (since 2009) and as a director of Molson Coors Brewing Company (since 2002).
Thomas J. Neff Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1937)	Director since 1992	Chairman of Spencer Stuart (U.S.), an executive search consulting firm (since 1996).	Currently serves as director of Ace, Ltd. (since 1997) and Hewitt Associates, Inc. (since 2004).
James L.L. Tullis Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2006	CEO of Tullis-Dickerson and Co. Inc., a venture capital management firm (since 1990).	Currently serves as director of Crane Co. (since 1998).

52

Basic Information About Management (continued)

Officers

None of the officers listed below have received compensation from the Company. All of the officers of the Company may also be officers of the other Lord Abbett-sponsored funds and maintain offices at 90 Hudson Street, Jersey City, NJ 07302. Unless otherwise indicated, the titles and positions listed under the “Principal Occupation” column indicate the officer’s position(s) and title(s) with Lord Abbett.

Name and Year of Birth	Current Position with Company	Length of Service of Current Position	Principal Occupation During Past Five Years
Robert S. Dow (1945)	Chief Executive Officer and Chairman	Elected in 1996	Senior Partner (since 2007), Chief Executive Officer (since 1996) and was formerly Managing Partner (1996 - 2007), joined Lord Abbett in 1972.
Daria L. Foster (1954)	President	Elected in 2006	Managing Partner (since 2007) and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990.
Robert P. Fetch (1953)	Executive Vice President	Elected in 1997	Partner and Director, joined Lord Abbett in 1995.
Daniel H. Frascarelli (1954)	Executive Vice President	Elected in 2005	Partner and Director, joined Lord Abbett in 1990.
Robert I. Gerber (1954)	Executive Vice President	Elected in 2007	Partner and Chief Investment Officer (since 2007), joined Lord Abbett in 1997 as Director of Taxable Fixed Income Management.
Gerard S. E. Heffernan, Jr. (1963)	Executive Vice President	Elected in 2009	Partner and Director, joined Lord Abbett in 1998.
Christopher J. Towle (1957)	Executive Vice President	Elected in 2001	Partner and Director, joined Lord Abbett in 1987.
Paul J. Volovich (1973)	Executive Vice President	Elected in 2004	Partner and Director, joined Lord Abbett in 1997.
James W. Bernaiche (1956)	Chief Compliance Officer	Elected in 2004	Partner and Chief Compliance Officer, joined Lord Abbett in 2001.
Joan A. Binstock (1954)	Chief Financial Officer and Vice President	Elected in 1999	Partner and Chief Operations Officer, joined Lord Abbett in 1999.
John K. Forst (1960)	Vice President and Assistant Secretary	Elected in 2005	Deputy General Counsel, joined Lord Abbett in 2004.

53

Basic Information About Management (concluded)

Name and Year of Birth	Current Position with Company	Length of Service of Current Position	Principal Occupation During Past Five Years
Lawrence H. Kaplan (1957)	Vice President and Secretary	Elected in 1997	Partner and General Counsel, joined Lord Abbett in 1997.
Deepak Khanna (1963)	Vice President	Elected in 2008	Portfolio Manager, returned to Lord Abbett in 2007 from Jennison Associates LLC (2005 - 2007). Mr. Khanna’s former experience at Lord Abbett included Senior Research Analyst – other investment strategies (2000 - 2005).
David J. Linsen (1974)	Vice President	Elected in 2008	Director and Portfolio Manager, joined Lord Abbett in 2001.
Elizabeth O. MacLean (1966)	Vice President	Elected in 2008	Partner and Portfolio Manager, joined Lord Abbett in 2006 and was formerly a Managing Director/Portfolio Manager at Nomura Corporate Research and Asset Management, Inc. (2000 - 2006).
A. Edward Oberhaus, III (1959)	Vice President	Elected in 1996	Partner and Director, joined Lord Abbett in 1983.
Todor Petrov (1974)	Vice President	Elected in 2008	Portfolio Manager, joined Lord Abbett in 2003.
Thomas R. Phillips (1960)	Vice President and Assistant Secretary	Elected in 2008	Deputy General Counsel, joined Lord Abbett in 2006 and was formerly an attorney at Morgan, Lewis & Bockius LLP.
Randy M. Reynolds (1972)	Vice President	Elected in 2008	Portfolio Manager, joined Lord Abbett in 1999.
Lawrence B. Stoller (1963)	Vice President and Assistant Secretary	Elected in 2007	Senior Deputy General Counsel, joined Lord Abbett in 2007 and was formerly an Executive Vice President and General Counsel at Cohen & Steers Capital Management, Inc. (1999 - 2007).
Bernard J. Grzelak (1971)	Treasurer	Elected in 2003	Partner and Director of Fund Administration, joined Lord Abbett in 2003.

Please call 888-522-2388 for a copy of the statement of additional information (SAI), which contains further information about the Company’s Directors. It is available free upon request.

54

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 (i) 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); (ii) sending your request and duplicating fee to the SEC’s Public Reference Section, Washington, DC 20549-1520; or (iii) sending your request electronically, after paying a duplicating fee, to publicinfo@sec.gov.

Tax Information

100% of the ordinary income distributions paid by the Classic Stock Fund and the Small Cap Value Fund during fiscal 2009 are qualifying dividend income. For corporate shareholders, 100% of the ordinary income distributions paid by the Classic Stock Fund and the Small Cap Value Fund during fiscal 2009 qualified for the dividends received deduction.

55

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 mutual fund shares are distributed by LORD ABBETT DISTRIBUTOR LLC.

Lord Abbett Research Fund, Inc.

Lord Abbett Classic Stock Fund

Small-Cap Value Series

LARF-2-1109

(01/10)

Item 2: Code of Ethics.

(a) In accordance with applicable requirements, the Registrant adopted a Sarbanes-Oxley Code of Ethics on June 19, 2003 that applies to the principal executive officer and senior financial officers of the Registrant (“Code of Ethics”). The Code of Ethics was in effect during the fiscal year ended November 30, 2009 (the “Period”).

(b) Not applicable.

(c) The Registrant has not amended the Code of Ethics as described in Form N-CSR during the Period.

(d) The Registrant has not granted any waiver, including an implicit waiver, from a provision of the Code of Ethics as described in Form N-CSR during the Period.

(e) Not applicable.

(f) See Item 12(a)(1) concerning the filing of the Code of Ethics. The Registrant will provide a copy of the Code of Ethics to any person without charge, upon request. To obtain a copy, please call Lord Abbett at 888-522-2388.

Item 3: Audit Committee Financial Expert.

The Registrant’s board of directors has determined that each of the following independent directors who are members of the audit committee is an audit committee financial expert: E. Thayer Bigelow, Robert B. Calhoun Jr., Franklin W. Hobbs, and James L.L. Tullis. Each of these persons is independent within the meaning of the Form N-CSR.

Item 4: Principal Accountant Fees and Services.

In response to sections (a), (b), (c) and (d) of Item 4, the aggregate fees billed to the Registrant for the fiscal years ended November 30, 2009 and 2008 by the Registrant’s principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, “Deloitte”) were as follows:

	Fiscal year ended:
	2009		2008
Audit Fees {a}	$	151,000	$	151,000
Audit-Related Fees		- 0 -		- 0 -
Total audit and audit-related fees		151,000		151,000
Tax Fees {b}		29,310		29,382
All Other Fees		- 0 -		- 0 -
Total Fees	$	180,310	$	180,382

{a} Consists of fees for audits of the Registrant’s annual financial statements.

{b} Fees for the fiscal year ended November 30, 2009 and 2008 consist of fees for preparing the U.S. Income Tax Return for Regulated Investment Companies, New Jersey Corporation Business Tax Return, New Jersey Annual Report Form, U.S. Return of Excise Tax on Undistributed Income of Investment Companies, IRS Forms 1099-MISC and 1096 Annual Summary and Transmittal of U.S. Information Returns.

(e) (1) Pursuant to Rule 2-01(c) (7) of Regulation S-X, the Registrant’s Audit Committee has adopted pre-approval policies and procedures. Such policies and procedures generally provide that the Audit Committee must pre-approve:

• any audit, audit-related, tax, and other services to be provided to the Lord Abbett Funds, including the Registrant, and

• any audit-related, tax, and other services to be provided to the Registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to one or more Funds comprising the Registrant if the engagement relates directly to operations and financial reporting of a Fund, by the independent auditor to assure that the provision of such services does not impair the auditor’s independence.

The Audit Committee has delegated pre-approval authority to its Chairman, subject to a fee limit of $10,000 per event, and not to exceed $25,000 annually. The Chairman will report any pre-approval decisions to the Audit Committee at its next scheduled meeting. Unless a type of service to be provided by the independent auditor has received general pre-approval, it must be pre-approved by the Audit Committee. Any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee.

(e) (2) The Registrant’s Audit Committee has approved 100% of the services described in this Item 4 (b) through (d).

(f) Not applicable.

(g) The aggregate non-audit fees billed by Deloitte for services rendered to the Registrant are shown above in the response to Item 4 (a), (b), (c) and (d) as “All Other Fees”.

The aggregate non-audit fees billed by Deloitte for services rendered to the Registrant’s investment adviser, Lord, Abbett & Co. LLC (“Lord Abbett”), for the fiscal years ended November 30, 2009 and 2008 were:

	Fiscal year ended:
	2009		2008
All Other Fees {a}	$	161,385	$	155,939

{a} Consist of fees for Independent Services Auditors’ Report on Controls Placed in Operation and Tests of Operating Effectiveness related to Lord Abbett’s Asset Management Services (“SAS 70 Report”).

The aggregate non-audit fees billed by Deloitte for services rendered to entities under the common control of Lord Abbett for the fiscal years ended November 30, 2009 and 2008 were:

	Fiscal year ended:
	2009		2008
All Other Fees	$	- 0 -	$	- 0 -

(h) The Registrant’s Audit Committee has considered the provision of non-audit services that were rendered to the Registrant’s investment adviser, and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant, that were not pre-approved pursuant to Rule 2-01 (c)(7)(ii) of Regulation S-X and has determined that the provision of such services is compatible with maintaining Deloitte’s independence.

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)	Amendments to 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.
(a	)(3)	Not applicable.
(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/ Robert S. Dow
	Robert S. Dow
	Chief Executive Officer and Chairman

Date: January 27, 2010

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

Date: January 27, 2010

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/ Robert S. Dow
	Robert S. Dow
	Chief Executive Officer and Chairman

Date: January 27, 2010

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

Date: January 27, 2010