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: 11/30/10

Item 1: Reports to Shareholders.

2010

LORD ABBETT

ANNUAL

REPORT    

Lord Abbett Capital Structure Fund

For the fiscal year ended November 30, 2010

Lord Abbett Research Fund

Lord Abbett Capital Structure Fund

Annual Report

For the fiscal year ended November 30, 2010

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 performance of the Lord Abbett Capital Structure Fund for the fiscal year ended November 30, 2010. 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

For the fiscal year ended November 30, 2010, the Fund returned 11.90%, 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,¹ which returned 9.94% over the same period.

While equity markets were characterized by wide swings in sentiment during much of the period, strong corporate earnings, an easing of the European sovereign debt crisis, and certain improving economic indicators ultimately benefited the performance of equities. Credit markets also benefited this year from improving fundamentals and investors’ continued reach for yield. With historically low yields on assets deemed to be free of credit risk, demand increased for securities with higher yields and, therefore, higher levels of credit risk. At year-end, the Fund’s asset allocation was approximately 60% equities, 17% high yield, 6% investment grade, and 16% convertibles. As of November 30, 2010, the Lord Abbett Capital Structure Fund (Class A shares) ranked 13^th percentile within the Lipper Mixed-Asset Target Allocation Growth Funds category.

1

The Fund’s concentration in corporate bonds (versus Treasuries) proved beneficial during the year. Corporate spreads tightened as credit fundamentals improved and demand increased for higher-yielding securities, providing superior returns versus more traditional fixed-income securities. The Fund’s continued de-emphasis on Treasuries, agencies, and agency mortgage-backed securities (MBS) contributed substantially to the performance of the Fund.

The Fund increased its allocation to convertible securities throughout the year, adding to performance as the convertible market (as represented by the Bank of America Merrill Lynch All Convertible Index²) outperformed the benchmark S&P 500^® Index. Convertible securities are a unique asset class that provide an income stream through yield, while also having the potential to participate in equity market upside. The Fund focused on opportunities in names generating above-average earnings growth and offering attractive yields.

Within the equity portion, the Fund continues to emphasize cyclical industries and names with good operating leverage that are benefiting from the economic recovery. Stock selection, especially in the industrials and health care industries, also added to performance. An area that lagged within the equity portfolio and the market overall was the financials industry, in which we are modestly underweight. Also detracting from Fund performance within the equity portion were the consumer staples and energy industries. The Fund holds certain consumer staples names that did not perform as well compared to the broader market, but we believe that they will eventually benefit from improving fundamentals and global growth opportunities.

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 BofA Merrill Lynch All Convertible Index contains issues that have a greater than $50 million aggregate market value. The issues are U.S. dollar-denominated, sold into the U.S. market, and publicly traded in the United States.

Unless otherwise specified, indexes reflect total return, with all dividends reinvested. Indexes are unmanaged, do not reflect the deduction of fees or expenses, and are not available for direct investment.

Important Performance and Other Information

Performance data quoted in the following pages 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 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 prospectus.

2

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

The views of the Fund’s management and the portfolio holdings described above are as of November 30, 2010; 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 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

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. During certain periods, expenses of the Fund have been waived or reimbursed by Lord Abbett; without such waiver or reimbursement of expenses, the Fund’s returns would have been lower. Past performance is no guarantee of future results.

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended November 30, 2010

	1 Year		5 Years		Life of Class
Class A3		5.48%		1.76%		4.51%
Class B4		7.17%		2.13%		4.60%
Class C5		11.15%		2.30%		4.54%
Class F6		12.09%		–		-1.51%
Class I7		12.33%		3.34%		5.58%
Class P8		11.75%		2.87%		5.12%
Class R29		11.56%		–		-1.79%
Class R310		11.73%		–		-1.89%

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 and performance for the Class began 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, 2010, is calculated using the SEC-required uniform method to compute such return.

⁴    Class B shares commenced operations and performance for the Class began 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 and performance for the Class began 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 and performance for the Class began on December 27, 2001. Performance is at net asset value.

⁸    Class P shares commenced operations and performance for the Class began 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.

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, 2010 through November 30, 2010).

Actual Expenses

For each class of the Fund, the first line of the table on the following page provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period 6/1/10 – 11/30/10” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

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

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†
	6/1/10		11/30/10		6/1/10 - 11/30/10
Class A
Actual	$	1,000.00	$	1,092.70	$	6.82
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.55	$	6.58
Class B
Actual	$	1,000.00	$	1,088.80	$	10.21
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.29	$	9.85
Class C
Actual	$	1,000.00	$	1,088.70	$	10.21
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.29	$	9.85
Class F
Actual	$	1,000.00	$	1,093.20	$	5.51
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.81	$	5.32
Class I
Actual	$	1,000.00	$	1,095.10	$	4.99
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.31	$	4.81
Class P
Actual	$	1,000.00	$	1,091.90	$	7.34
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.05	$	7.08
Class R2
Actual	$	1,000.00	$	1,091.00	$	8.12
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.32	$	7.84
Class R3
Actual	$	1,000.00	$	1,091.40	$	7.60
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.82	$	7.33

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.30% for Class A, 1.95% for Classes B and C, 1.05% for Class F, 0.95% for Class I, 1.40% for Class P, 1.55% for Class R2 and 1.45% 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, 2010

Sector*	%**		Sector*	%**
Consumer Discretionary		13.61%	Information Technology		13.65%
Consumer Staples		7.30%	Materials		6.67%
Energy		11.85%	Telecommunication Services		4.96%
Financials		13.13%	Utilities		3.20%
Health Care		12.94%	Short-Term Investment		0.14%
Industrials		12.55%	Total		100.00%

* A sector may comprise several industries.

** Represents percent of total investments.

6

Schedule of Investments

November 30, 2010

Investments	Shares (000)		Value
LONG-TERM INVESTMENTS 99.23%
COMMON STOCKS 56.12%
Aerospace & Defense 0.89%
DigitalGlobe, Inc.*		70	$	2,067,100
Hexcel Corp.*		335		5,745,250
Moog, Inc. Class A*		125		4,607,500
Total				12,419,850
Airlines 0.31%
United Continental Holdings, Inc.*		158		4,359,600
Auto Components 0.40%
Cooper-Standard Holdings, Inc.*		19		827,007
Cooper-Standard Holdings, Inc.*(a)		112		4,716,768
Total				5,543,775
Automobiles 0.33%
Honda Motor Co., Ltd. ADR		125		4,528,750
Beverages 0.70%
PepsiCo, Inc.		150		9,694,500
Biotechnology 2.01%
Amgen, Inc.*		100		5,269,000
BioMarin Pharmaceutical, Inc.*		135		3,655,800
Celgene Corp.*		165		9,797,700
Genzyme Corp.*		60		4,273,200
Human Genome Sciences, Inc.*		200		4,906,000
Total				27,901,700
Capital Markets 1.19%
BlackRock, Inc.		8		1,304,000
Franklin Resources, Inc.		50		5,704,500
Morgan Stanley		100		2,446,000
State Street Corp.		75		3,240,000
T. Rowe Price Group, Inc.		65		3,791,450
Total				16,485,950
Chemicals 1.73%
Celanese Corp. Series A		60		2,220,000

See Notes to Financial Statements.

7

Schedule of Investments (continued)

November 30, 2010

Investments	Shares (000)		Value
Chemicals (continued)
Dow Chemical Co. (The)		165	$	5,144,700
LyondellBasell Industries NV Class A (Netherlands)*(b)		100		2,910,747
LyondellBasell Industries NV Class B (Netherlands)*(b)		90		2,626,715
Monsanto Co.		75		4,494,000
Rockwood Holdings, Inc.*		175		6,679,750
Total				24,075,912
Commercial Banks 2.12%
PNC Financial Services Group, Inc. (The)		60		3,231,000
SunTrust Banks, Inc.		100		2,336,000
U.S. Bancorp		350		8,323,000
Wells Fargo & Co.		475		12,924,750
Zions Bancorporation		135		2,625,750
Total				29,440,500
Communications Equipment 1.02%
Aruba Networks, Inc.*		110		2,332,000
JDS Uniphase Corp.*		400		4,748,000
QUALCOMM, Inc.		150		7,011,000
Total				14,091,000
Computers & Peripherals 2.77%
Apple, Inc.*		60		18,669,000
Hewlett-Packard Co.		250		10,482,500
International Business Machines Corp.		35		4,951,100
QLogic Corp.*		240		4,293,600
Total				38,396,200
Consumer Finance 0.36%
Capital One Financial Corp.		135		5,026,050
Distributors 0.69%
Genuine Parts Co.		200		9,628,000
Diversified Financial Services 1.81%
Bank of America Corp.		935		10,238,250
JPMorgan Chase & Co.		400		14,952,000
Total				25,190,250

See Notes to Financial Statements.

8

Schedule of Investments (continued)

November 30, 2010

Investments	Shares (000)		Value
Diversified Telecommunication Services 2.54%
AT&T, Inc.		500	$	13,895,000
CenturyLink, Inc.		150		6,448,500
Frontier Communications Corp.		42		382,255
Qwest Communications International, Inc.		600		4,200,000
Verizon Communications, Inc.		200		6,402,000
Windstream Corp.		300		3,912,000
Total				35,239,755
Electric: Utilities 0.70%
UniSource Energy Corp.		275		9,671,750
Electrical Equipment 1.91%
AMETEK, Inc.		40		2,366,800
Baldor Electric Co.		100		6,331,000
Cooper Industries plc		60		3,270,000
Emerson Electric Co.		175		9,637,250
Rockwell Automation, Inc.		75		4,959,000
Total				26,564,050
Food & Staples Retailing 1.59%
CVS Caremark Corp.		75		2,325,000
Ingles Markets, Inc. Class A		443		8,269,652
SUPERVALU, INC.		165		1,491,600
Wal-Mart Stores, Inc.		185		10,006,650
Total				22,092,902
Food Products 1.73%
Campbell Soup Co.		120		4,068,000
H.J. Heinz Co.		150		7,240,500
Kellogg Co.		135		6,646,050
Kraft Foods, Inc. Class A		200	��	6,050,000
Total				24,004,550
Hotels, Restaurants & Leisure 1.81%
Carnival Corp. Unit		120		4,957,200
Marriott International, Inc. Class A		140		5,489,400
McDonald’s Corp.		115		9,004,500
Starwood Hotels & Resorts Worldwide, Inc.		100		5,684,000
Total				25,135,100

See Notes to Financial Statements.

9

Schedule of Investments (continued)

November 30, 2010

Investments	Shares (000)		Value
Household Products 0.72%
Colgate-Palmolive Co.		35	$	2,679,250
Procter & Gamble Co. (The)		120		7,328,400
Total				10,007,650
Industrial Conglomerates 0.93%
3M Co.		60		5,038,800
General Electric Co.		500		7,915,000
Total				12,953,800
Information Technology Services 0.86%
SAIC, Inc.*		500		7,660,000
SRA International, Inc. Class A*		220		4,316,400
Total				11,976,400
Insurance 0.55%
MetLife, Inc.		200		7,630,000
Internet Software & Services 0.32%
GSI Commerce, Inc.*		100		2,385,000
Sohu.com, Inc. (China)*(b)		30		2,075,957
Total				4,460,957
Machinery 3.67%
Actuant Corp. Class A		350		8,270,500
Caterpillar, Inc.		50		4,230,000
Danaher Corp.		240		10,380,000
Pall Corp.		150		6,790,500
Parker Hannifin Corp.		100		8,023,000
Snap-on, Inc.		250		13,232,500
Total				50,926,500
Media 1.71%
Belo Corp. Class A*		350		2,030,000
Charter Communications, Inc. Class A*(c)		68		2,286,399
Interpublic Group of Cos., Inc. (The)*		550		5,857,500
Omnicom Group, Inc.		90		4,089,600
Time Warner, Inc.		115		3,391,350
Walt Disney Co. (The)		165		6,024,150
Total				23,678,999

See Notes to Financial Statements.

10

Schedule of Investments (continued)

November 30, 2010

Investments	Shares (000)		Value
Metals & Mining 0.52%
Barrick Gold Corp. (Canada)(b)		82	$	4,228,844
Cliffs Natural Resources, Inc.		25		1,708,500
Titanium Metals Corp.*		75		1,295,250
Total				7,232,594
Multi-Line Retail 1.73%
J.C. Penney Co., Inc.		150		4,990,500
Kohl’s Corp.*		150		8,463,000
Target Corp.		185		10,533,900
Total				23,987,400
Oil, Gas & Consumable Fuels 8.02%
Chevron Corp.		350		28,339,500
ConocoPhillips		360		21,661,200
Continental Resources, Inc.*		135		7,215,750
Devon Energy Corp.		60		4,234,200
EOG Resources, Inc.		100		8,895,000
Exxon Mobil Corp.		300		20,868,000
Hess Corp.		128		8,945,385
Marathon Oil Corp.		200		6,694,000
Petroleo Brasileiro SA ADR		152		4,438,848
Total				111,291,883
Pharmaceuticals 5.25%
Bristol-Myers Squibb Co.		400		10,096,000
Johnson & Johnson		200		12,310,000
Merck & Co., Inc.		135		4,653,450
Mylan, Inc.*		1,268		24,815,933
Pfizer, Inc.		700		11,403,000
Salix Pharmaceuticals Ltd.*		50		2,232,500
Teva Pharmaceutical Industries Ltd. ADR		146		7,305,840
Total				72,816,723
Real Estate Investment Trusts 0.11%
Simon Property Group, Inc.		15		1,477,500
Road & Rail 0.65%
Union Pacific Corp.		100		9,011,000

See Notes to Financial Statements.

11

Schedule of Investments (continued)

November 30, 2010

Investments					Shares (000)		Value
Semiconductors & Semiconductor Equipment 0.71%
Intel Corp.						250	$	5,280,000
PMC-Sierra, Inc.*						250		1,812,500
Taiwan Semiconductor Manufacturing Co., Ltd. ADR						251		2,700,927
Total								9,793,427
Software 3.16%
Adobe Systems, Inc.*						200		5,546,000
Blackboard, Inc.*						60		2,493,000
Citrix Systems, Inc.*						40		2,656,800
McAfee, Inc.*						65		3,045,250
Microsoft Corp.						700		17,647,000
Nuance Communications, Inc.*						250		4,418,750
Oracle Corp.						300		8,112,000
Total								43,918,800
Specialty Retail 0.60%
Best Buy Co., Inc.						100		4,272,000
Home Depot, Inc. (The)						135		4,078,350
Total								8,350,350
Total Common Stocks (cost $681,343,371)								779,004,127
	Interest Rate		Maturity Date		Principal Amount (000)
CONVERTIBLE BONDS 8.38%
Airlines 0.08%
United Continental Holdings, Inc.		4.50%		6/30/2021	$	1,100		1,177,000
Auto Components 0.21%
TRW Automotive, Inc.†		3.50%		12/1/2015		1,630		2,891,213
Automobiles 0.46%
Ford Motor Co.		4.25%		11/15/2016		3,325		6,400,625
Beverages 0.24%
Molson Coors Brewing Co.		2.50%		7/30/2013		3,000		3,386,250
Biotechnology 1.26%
BioMarin Pharmaceutical, Inc.		2.50%		3/29/2013		3,000		5,133,750
Gilead Sciences, Inc.		0.625%		5/1/2013		8,000		8,850,000
Vertex Pharmaceuticals, Inc.		3.35%		10/1/2015		3,500		3,504,375
Total								17,488,125

See Notes to Financial Statements.

12

Schedule of Investments (continued)

November 30, 2010

Investments	Interest Rate		Maturity Date		Principal Amount (000)		Value
Commercial Services & Supplies 0.15%
CRA International, Inc.		2.875%		6/15/2034	$	2,000	$	2,070,000
Computers & Peripherals 0.24%
SanDisk Corp.		1.00%		5/15/2013		3,500		3,294,375
Electrical Equipment 0.86%
General Cable Corp. (2.25% after 11/15/19)		4.50%		11/15/2029		3,375		3,868,594
Roper Industries, Inc.		Zero Coupon		1/15/2034		9,000		8,122,500
Total								11,991,094
Electronic Equipment, Instruments & Components 0.31%
Itron, Inc.		2.50%		8/1/2026		4,000		4,275,000
Energy Equipment & Services 0.14%
SunPower Corp.		4.75%		4/15/2014		2,275		2,007,688
Health Care Providers & Services 0.48%
Five Star Quality Care, Inc.		3.75%		10/15/2026		7,025		6,700,094
Information Technology Services 0.34%
Symantec Corp.		0.75%		6/15/2011		4,500		4,730,625
Media 0.25%
Sinclair Broadcast Group, Inc.		6.00%		9/15/2012		3,500		3,473,750
Metals & Mining 0.55%
Newmont Mining Corp.		1.25%		7/15/2014		4,000		5,580,000
Newmont Mining Corp.		3.00%		2/15/2012		1,500		2,021,250
Total								7,601,250
Pharmaceuticals 0.93%
Allergan, Inc.		1.50%		4/1/2026		2,000		2,235,000
Teva Pharmaceutical Finance Co. BV (Israel)(b)		1.75%		2/1/2026		10,000		10,737,500
Total								12,972,500
Real Estate Investment Trusts 0.19%
ERP Operating LP		3.85%		8/15/2026		2,500		2,586,500
Semiconductors & Semiconductor Equipment 0.66%
Intel Corp.		2.95%		12/15/2035		5,000		5,087,500
Xilinx, Inc.†		2.625%		6/15/2017		3,500		4,003,125
Total								9,090,625

See Notes to Financial Statements.

13

Schedule of Investments (continued)

November 30, 2010

Investments	Interest Rate		Maturity Date		Principal Amount (000)		Value
Software 0.88%
EMC Corp.		1.75%		12/1/2011	$	3,000	$	4,125,000
Informatica Corp.		3.00%		3/15/2026		3,900		8,068,125
Total								12,193,125
Wireless Telecommunication Services 0.15%
SBA Communications Corp.		4.00%		10/1/2014		1,400		2,031,750
Total Convertible Bonds (cost $108,991,221)								116,361,589
					Shares (000)
CONVERTIBLE PREFERRED STOCKS 7.39%
Auto Components 0.33%
Autoliv, Inc. (Sweden)(b)		8.00%				40		3,920,200
Cooper-Standard Holdings, Inc. PIK(a)		7.00%				4		679,000
Total								4,599,200
Automobiles 0.27%
General Motors Co.		4.75%				74		3,726,450
Capital Markets 0.78%
AMG Capital Trust I		5.10%				200		9,425,000
Legg Mason, Inc.		7.00%				45		1,453,500
Total								10,878,500
Commercial Banks 0.80%
Fifth Third Bancorp		8.50%				33		4,257,500
Wells Fargo & Co.		7.50%				7		6,859,650
Total								11,117,150
Diversified Financial Services 1.00%
Bank of America Corp.		7.25%				6		5,115,000
Citigroup, Inc.		7.50%				70		8,750,000
Total								13,865,000
Electric: Utilities 0.43%
NextEra Energy, Inc.		8.375%				119		5,921,220

See Notes to Financial Statements.

14

Schedule of Investments (continued)

November 30, 2010

Investments	Interest Rate				Shares (000)		Value
Food Products 1.03%
Archer Daniels Midland Co.		6.25%				200	$	7,546,000
Bunge Ltd.		4.875%				75		6,712,500
Total								14,258,500
Insurance 0.64%
Hartford Financial Services Group, Inc. (The)		7.25%				135		3,122,550
XL Group plc (Ireland)(b)		10.75%				200		5,712,000
Total								8,834,550
Oil, Gas & Consumable Fuels 1.71%
Apache Corp.		6.00%				160		9,704,000
El Paso Corp.		4.99%				12		14,058,000
Total								23,762,000
Road & Rail 0.40%
Kansas City Southern		5.125%				4		5,561,500
Thrifts & Mortgage Finance 0.00%
Fannie Mae		8.75%				100		45,000
Total Convertible Preferred Stocks (cost $98,953,108)								102,569,070
			Maturity Date		Principal Amount (000)
FLOATING RATE LOANS(d) 0.44%
Diversified Financial Services 0.26%
Nuveen Investments, Inc. 2nd Lien Term Loan		12.50%		7/31/2015	$	3,350		3,609,625
Software 0.18%
Nuance Communications, Inc. Incremental Term Loan		2.01%		3/29/2013		2,494		2,460,051
Total Floating Rate Loans (cost $5,524,122)								6,069,676
					Shares (000)
FOREIGN COMMON STOCKS(e) 4.02%
China 0.22%
Metals & Mining
China Zhongwang Holdings Ltd.						5,640		3,079,407

See Notes to Financial Statements.

15

Schedule of Investments (continued)

November 30, 2010

Investments	Shares (000)		Value
France 0.47%
Automobiles 0.24%
Renault SA*		63	$	3,316,944
Electrical Equipment 0.23%
Alstom SA		79		3,268,880
Total France				6,585,824
Germany 0.80%
Diversified Telecommunication Services 0.27%
Deutsche Telekom AG Registered Shares		293		3,753,963
Household Products 0.31%
Henkel KGaA		85		4,290,317
Software 0.22%
SAP AG		67		3,121,714
Total Germany				11,165,994
Japan 0.38%
Household Durables
Sony Corp.		148		5,243,359
Norway 0.38%
Commercial Banks
DnB NOR ASA		432		5,284,999
Switzerland 0.82%
Chemicals 0.24%
Syngenta AG		12		3,379,266
Food Products 0.30%
Nestle SA Registered Shares		76		4,118,602
Pharmaceuticals 0.28%
Roche Holding Ltd. AG		28		3,843,819
Total Switzerland				11,341,687

See Notes to Financial Statements.

16

Schedule of Investments (continued)

November 30, 2010

Investments					Shares (000)		Value
United Kingdom 0.95%
Metals & Mining 0.55%
Anglo American plc						102	$	4,464,491
Vedanta Resources plc						101		3,120,693
Total								7,585,184
Wireless Telecommunication Services 0.40%
Vodafone Group plc						2,218		5,545,596
Total United Kingdom								13,130,780
Total Foreign Common Stocks (cost $57,829,457)								55,832,050
	Interest Rate		Maturity Date		Principal Amount (000)
HIGH YIELD CORPORATE BONDS 22.85%
Aerospace & Defense 0.29%
GeoEye, Inc.		9.625%		10/1/2015	$	3,550		3,993,750
Air Freight & Logistics 0.27%
Park-Ohio Industries, Inc.		8.375%		11/15/2014		3,700		3,737,000
Airlines 0.28%
United Air Lines, Inc.†		9.875%		8/1/2013		3,500		3,832,500
Automobiles 0.28%
TRW Automotive, Inc.†		8.875%		12/1/2017		3,500		3,920,000
Building Products 0.18%
Masco Corp.		7.125%		3/15/2020		1,000		1,051,094
New Enterprise Stone & Lime Co., Inc.†		11.00%		9/1/2018		1,500		1,447,500
Total								2,498,594
Capital Markets 0.80%
Ameriprise Financial, Inc.		5.30%		3/15/2020		2,500		2,706,130
Nuveen Investments, Inc.		10.50%		11/15/2015		4,900		4,906,125
Pinafore LLC/Pinafore, Inc.†		9.00%		10/1/2018		450		477,000
Raymond James Financial, Inc.		8.60%		8/15/2019		2,500		2,976,390
Total								11,065,645

See Notes to Financial Statements.

17

Schedule of Investments (continued)

November 30, 2010

Investments	Interest Rate		Maturity Date		Principal Amount (000)		Value
Chemicals 0.73%
Chemtura Corp.†		7.875%		9/1/2018	$	2,000	$	2,120,000
Dow Chemical Co. (The)		8.55%		5/15/2019		1,250		1,580,888
INEOS Group Holdings plc (United Kingdom)†(b)		8.50%		2/15/2016		4,250		3,708,125
Lyondell Chemical Co.†		8.00%		11/1/2017		2,500		2,703,125
Total								10,112,138
Commercial Banks 0.38%
SVB Financial Group		5.375%		9/15/2020		1,625		1,626,100
Zions Bancorporation		7.75%		9/23/2014		3,500		3,694,488
Total								5,320,588
Commercial Services & Supplies 0.54%
Bunge NA Finance LP		5.90%		4/1/2017		1,625		1,717,578
First Data Corp.		9.875%		9/24/2015		3,000		2,565,000
International Lease Finance Corp.†		8.75%		3/15/2017		3,000		3,165,000
Old AII, Inc.(f)		10.00%		12/15/2016		1,800		18
Total								7,447,596
Communications Equipment 0.68%
Brocade Communications Systems, Inc.		6.625%		1/15/2018		3,500		3,710,000
Brocade Communications Systems, Inc.		6.875%		1/15/2020		1,950		2,096,250
Hughes Network Systems LLC		9.50%		4/15/2014		3,500		3,605,000
Total								9,411,250
Consumer Finance 0.49%
Ally Financial, Inc.		8.30%		2/12/2015		1,775		1,872,625
American General Finance Corp.		6.90%		12/15/2017		1,500		1,196,250
Ford Motor Credit Co. LLC		8.00%		6/1/2014		3,500		3,801,844
Total								6,870,719
Containers & Packaging 1.18%
Ardagh Packaging Finance plc (Ireland)†(b)		7.375%		10/15/2017		1,200		1,239,000
Ardagh Packaging Finance plc (Ireland)†(b)		9.125%		10/15/2020		1,350		1,397,250
Ball Corp.		7.375%		9/1/2019		2,500		2,731,250
Crown Cork & Seal Co., Inc.		7.375%		12/15/2026		6,000		6,210,000
Graphic Packaging International Corp.		9.50%		8/15/2013		2,014		2,064,350
Sealed Air Corp.		7.875%		6/15/2017		2,500		2,746,668
Total								16,388,518

See Notes to Financial Statements.

18

Schedule of Investments (continued)

November 30, 2010

Investments	Interest Rate		Maturity Date			Principal Amount (000)		Value
Diversified Financial Services 1.22%
Capital One Capital VI		8.875%		5/15/2040		$	3,445	$	3,625,862
New York City Industrial Development Agency†		11.00%		3/1/2029			2,800		3,594,080
RBS Global, Inc./Rexnord LLC		8.50%		5/1/2018			3,000		3,090,000
RBS Global, Inc./Rexnord LLC		11.75%		8/1/2016			2,850		3,021,000
Wachovia Capital Trust III		5.80%		–	(g)		1,000		850,000
Wind Acquisition Finance SA (Italy)†(b)		11.75%		7/15/2017			1,500		1,672,500
Wind Acquisition Finance SA (Italy)†(b)		12.00%		12/1/2015			1,000		1,061,250
Total									16,914,692
Diversified Telecommunication Services 1.15%
Cincinnati Bell, Inc.		7.00%		2/15/2015			5,000		4,925,000
Intelsat Luxembourg SA (Luxembourg)(b)		11.25%		2/4/2017			4,150		4,367,875
SBA Telecommunications, Inc.		8.25%		8/15/2019			2,500		2,750,000
Windstream Corp.		7.00%		3/15/2019			4,000		3,920,000
Total									15,962,875
Electric: Utilities 0.57%
Ameren Illinois Co.		9.75%		11/15/2018			2,500		3,296,160
Edison Mission Energy		7.75%		6/15/2016			1,500		1,290,000
Texas Competitive Electric Holdings Co. LLC		10.25%		11/1/2015			5,500		3,300,000
Total									7,886,160
Electrical Equipment 0.29%
Baldor Electric Co.		8.625%		2/15/2017			3,600		4,032,000
Electronic Equipment, Instruments & Components 0.49%
Agilent Technologies, Inc.		5.50%		9/14/2015			3,000		3,343,584
Emerson Electric Co.		5.25%		10/15/2018			3,000		3,458,250
Total									6,801,834
Food & Staples Retailing 0.22%
Dunkin Finance Corp.†		9.625%		12/1/2018			3,000		3,033,750
Food Products 0.10%
Corn Products International, Inc.		4.625%		11/1/2020			1,300		1,345,847
Health Care Equipment & Supplies 1.23%
Bausch & Lomb, Inc.		9.875%		11/1/2015			2,000		2,097,500
Bio-Rad Laboratories, Inc.		8.00%		9/15/2016			3,500		3,841,250

See Notes to Financial Statements.

19

Schedule of Investments (continued)

November 30, 2010

Investments	Interest Rate		Maturity Date		Principal Amount (000)		Value
Health Care Equipment & Supplies (continued)
Biomet, Inc.		10.00%		10/15/2017	$	3,000	$	3,285,000
HCA, Inc.		9.125%		11/15/2014		7,450		7,785,250
Total								17,009,000
Health Care Providers & Services 1.32%
Community Health Systems, Inc.		8.875%		7/15/2015		7,000		7,341,250
Tenet Healthcare Corp.		9.25%		2/1/2015		3,500		3,745,000
United Surgical Partners International, Inc. PIK		9.25%		5/1/2017		4,000		4,150,000
Vanguard Health Holding Co. II LLC/Vanguard Holding Co. II, Inc.		8.00%		2/1/2018		3,075		3,121,125
Total								18,357,375
Hotels, Restaurants & Leisure 1.20%
Hyatt Hotels Corp.†		5.75%		8/15/2015		3,000		3,204,828
Marina District Finance Co., Inc.†		9.875%		8/15/2018		3,000		2,887,500
McDonald’s Corp.		5.00%		2/1/2019		1,800		2,046,947
River Rock Entertainment Authority (The)		9.75%		11/1/2011		1,700		1,547,000
Seminole Indian Tribe of Florida†		7.75%		10/1/2017		850		878,156
Starwood Hotels & Resorts Worldwide, Inc.		7.875%		10/15/2014		2,000		2,292,500
Station Casinos, Inc.(f)		6.50%		2/1/2014		4,000		1,600
Wendy’s/Arby’s Restaurants LLC		10.00%		7/15/2016		3,000		3,285,000
Wyndham Worldwide Corp.		5.75%		2/1/2018		550		567,648
Total								16,711,179
Household Durables 0.39%
K. Hovnanian Enterprises, Inc.		10.625%		10/15/2016		1,675		1,702,219
Lennar Corp.		12.25%		6/1/2017		2,500		3,006,250
Viking Acquisition, Inc.†		9.25%		11/1/2018		725		726,812
Total								5,435,281
Independent Power Producers & Energy Traders 0.90%
AES Corp. (The)		8.00%		10/15/2017		2,500		2,612,500
Dynegy Holdings, Inc.		8.375%		5/1/2016		5,000		3,675,000
Mirant Americas Generation LLC		9.125%		5/1/2031		6,450		6,192,000
Total								12,479,500
Information Technology Services 0.66%
SunGard Data Systems, Inc.†		7.375%		11/15/2018		2,000		1,990,000
SunGard Data Systems, Inc.†		7.625%		11/15/2020		900		904,500

See Notes to Financial Statements.

20

Schedule of Investments (continued)

November 30, 2010

Investments	Interest Rate			Maturity Date		Principal Amount (000)		Value
Information Technology Services (continued)
SunGard Data Systems, Inc.		10.25%			8/15/2015	$	6,000	$	6,240,000
Total									9,134,500
Insurance 0.22%
Liberty Mutual Group, Inc.†		10.75%			6/15/2058		2,500		3,075,000
Leisure Equipment & Products 0.38%
Expedia, Inc.		8.50%			7/1/2016		1,500		1,653,750
Mattel, Inc.		4.35%			10/1/2020		425		424,470
Speedway Motorsports, Inc.		8.75%			6/1/2016		3,000		3,240,000
Total									5,318,220
Machinery 0.20%
Oshkosh Corp.		8.50%			3/1/2020		2,500		2,725,000
Media 1.18%
Affinion Group, Inc.		11.50%			10/15/2015		4,000		4,050,000
CCO Holdings LLC/CCO Holdings Capital Corp.†		8.125%			4/30/2020		3,500		3,692,500
Gray Television, Inc.		10.50%			6/29/2015		1,500		1,507,500
Mediacom Broadband LLC		8.50%			10/15/2015		4,175		4,185,437
Mediacom Communications Corp.		9.125%			8/15/2019		1,500		1,522,500
WMG Acquisition Corp.		9.50%			6/15/2016		1,420		1,487,450
Total									16,445,387
Metals & Mining 0.90%
Cliffs Natural Resources, Inc.		5.90%			3/15/2020		3,500		3,786,748
FMG Resources August 2006 Pty Ltd. (Australia)†(b)		7.00%			11/1/2015		450		457,875
Freeport-McMoRan Copper & Gold, Inc.		8.375%			4/1/2017		3,500		3,914,361
Noranda Aluminum Acquisition Corp. PIK		5.193%	#		5/15/2015		3,320		2,946,044
Teck Resources Ltd. (Canada)(b)		9.75%			5/15/2014		1,114		1,376,512
Total									12,481,540
Multi-Line Retail 0.21%
Macy’s Retail Holdings, Inc.		8.375%			7/15/2015		2,500		2,925,000
Multi-Utilities 0.59%
Black Hills Corp.		9.00%			5/15/2014		3,650		4,272,606
NiSource Finance Corp.		10.75%			3/15/2016		3,000		3,969,474
Total									8,242,080

See Notes to Financial Statements.

21

Schedule of Investments (continued)

November 30, 2010

Investments	Interest Rate		Maturity Date		Principal Amount (000)		Value
Oil, Gas & Consumable Fuels 1.90%
CONSOL Energy, Inc.†		8.25%		4/1/2020	$	3,500	$	3,806,250
Continental Resources, Inc.		8.25%		10/1/2019		6,000		6,690,000
El Paso Corp.		7.00%		6/15/2017		2,630		2,784,228
El Paso Corp.		7.25%		6/1/2018		3,300		3,532,874
Forest Oil Corp.		7.25%		6/15/2019		2,000		2,050,000
Linn Energy LLC/Linn Energy Finance Corp.†		7.75%		2/1/2021		1,850		1,887,000
Quicksilver Resources, Inc.		8.25%		8/1/2015		3,000		3,082,500
Tennessee Gas Pipeline Co.		7.00%		10/15/2028		2,000		2,157,752
Whiting Petroleum Corp.		6.50%		10/1/2018		450		459,000
Total								26,449,604
Personal Products 0.22%
Elizabeth Arden, Inc.		7.75%		1/15/2014		3,000		3,063,750
Pharmaceuticals 0.10%
Mylan, Inc.†		7.625%		7/15/2017		650		692,250
Mylan, Inc.†		7.875%		7/15/2020		650		696,313
Total								1,388,563
Real Estate Investment Trusts 0.12%
ProLogis		6.875%		3/15/2020		1,500		1,643,706
Specialty Retail 0.44%
Brookstone Co., Inc.†		13.00%		10/15/2014		1,564		1,431,060
Limited Brands, Inc.		8.50%		6/15/2019		4,000		4,630,000
Total								6,061,060
Thrifts & Mortgage Finance 0.00%
Washington Mutual Bank(f)		6.875%		6/15/2011		4,350		16,313
Tobacco 0.10%
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Luxembourg SA†		8.50%		5/15/2018		1,375		1,375,000
Transportation Infrastructure 0.10%
Asciano Finance Ltd. (Australia)†(b)		4.625%		9/23/2020		1,500		1,460,117
Wireless Telecommunication Services 0.35%
Sprint Capital Corp.		6.90%		5/1/2019		5,000		4,812,500
Total High Yield Corporate Bonds (cost $310,838,965)								317,185,131

See Notes to Financial Statements.

22

Schedule of Investments (continued)

November 30, 2010

Investments	Interest Rate				Shares (000)		Value
NON-CONVERTIBLE PREFERRED STOCK 0.00%
Thrifts & Mortgage Finance
Fannie Mae* (cost $3,071,479)		8.25%				122	$	62,985
	Exercise Price		Expiration Date
WARRANTS 0.03%
Auto Components 0.02%
Cooper-Standard Holdings, Inc.*		$27.33		11/27/2017		8		170,268
Cooper-Standard Holdings, Inc.*(a)		27.33		11/27/2017		7		136,605
Total								306,873
Media 0.01%
Charter Communications, Inc.*		46.86		11/30/2014		9		44,585
Total Warrants (cost $175,119)								351,458
Total Long-Term Investments (cost $1,266,726,842)								1,377,436,086
					Principal Amount (000)
SHORT-TERM INVESTMENT 0.13%
Repurchase Agreement
Repurchase Agreement dated 11/30/2010, 0.03% due 12/1/2010 with Fixed Income Clearing Corp. collateralized by $1,915,000 of Federal Home Loan Mortgage Corp. at 0.515% due 11/26/2012; value: $1,910,213; proceeds: $1,869,351 (cost $1,869,350)					$	1,869		1,869,350
Total Investments in Securities 99.36% (cost $1,268,596,192)								1,379,305,436
Foreign Cash and Other Assets in Excess of Liabilities(h) 0.64%								8,872,444
Net Assets 100.00%							$	1,388,177,880

ADR	American Depositary Receipt.
PIK	Payment-in-kind.
Unit	More than one class of securities traded together.
*	Non-income producing security.
~	Deferred interest debentures pay the stated rate, after which they pay a predetermined interest rate.
†	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.

See Notes to Financial Statements.

23

Schedule of Investments (concluded)

November 30, 2010

#	Variable rate security. The interest rate represents the rate in effect at November 30, 2010.
(a)	Restricted securities of Cooper Standard Holdings, Inc. acquired through private placement during the fiscal year ended November 30, 2010 are as follows:

Investment Type	Acquisition Date	Acquired Shares	Cost on Acquisition Date	Fair value per share at November 30, 2010
Common Stock	May 24, 2010	112,304	$2,473,355	$42.00
Convertible Preferred Stock	May 24, 2010	3,840	384,000	175.00
Convertible Preferred Stock	July 19, 2010	40	4,000	175.00
Warrant	May 27, 2010	6,505	–	21.00

(b)	Foreign security traded in U.S. dollars.
(c)	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, 2010 is $33.52.
(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 Interbank Offered Rate (“LIBOR”) or the prime rate offered by major U.S. banks. The rate shown is the rate in effect at November 30, 2010.
(e)	Investment in non-U.S. dollar denominated securities.
(f)	Defaulted security.
(g)	Security is perpetual in nature and has no stated maturity.
(h)	Foreign Cash and Other Assets in Excess of Liabilities include net unrealized depreciation on open futures contracts as follows:

Open Futures Contracts at November 30, 2010:

Type	Expiration	Contracts	Position	Market Value	Unrealized Depreciation
U.S. 10-Year Treasury Note	December 2010	250	Short	$(31,261,719)	$	(257,015)

See Notes to Financial Statements.

24

Statement of Assets and Liabilities

November 30, 2010

ASSETS:
Investments in securities, at value (cost $1,268,596,192)	$1,379,305,436
Deposits with broker for futures collateral	350,000
Foreign cash, at value (cost $800,434)	808,981
Receivables:
Interest and dividends	9,177,642
Investment securities sold	2,936,825
Capital shares sold	902,930
Prepaid expenses and other assets	78,695
Total assets	1,393,560,509
LIABILITIES:
Payables:
Investment securities purchased	2,383,550
Capital shares reacquired	1,227,277
Management fee	851,097
12b-1 distribution fees	345,966
Directors’ fees	147,123
Fund administration	46,286
Variation margin	42,938
To affiliates (See Note 3)	47,321
Accrued expenses and other liabilities	291,071
Total liabilities	5,382,629
NET ASSETS	$1,388,177,880
COMPOSITION OF NET ASSETS:
Paid-in capital	$1,547,502,101
Undistributed net investment income	4,523,522
Accumulated net realized loss on investments, futures contracts and foreign currency related transactions	(274,310,691	)
Net unrealized appreciation on investments, futures contracts and translation of assets and liabilities denominated in foreign currencies	110,462,948
Net Assets	$1,388,177,880

See Notes to Financial Statements.

25

Statement of Assets and Liabilities (concluded)

November 30, 2010

Net assets by class:
Class A Shares	$	933,371,216
Class B Shares	$	48,713,758
Class C Shares	$	56,383,218
Class F Shares	$	7,394,847
Class I Shares	$	337,977,733
Class P Shares	$	2,191,039
Class R2 Shares	$	30,144
Class R3 Shares	$	2,115,925
Outstanding shares by class:
Class A Shares (300 million shares of common stock authorized, $.001 par value)		82,903,538
Class B Shares (30 million shares of common stock authorized, $.001 par value)		4,364,097
Class C Shares (20 million shares of common stock authorized, $.001 par value)		5,041,181
Class F Shares (30 million shares of common stock authorized, $.001 par value)		657,039
Class I Shares (100 million shares of common stock authorized, $.001 par value)		29,838,740
Class P Shares (20 million shares of common stock authorized, $.001 par value)		194,068
Class R2 Shares (30 million shares of common stock authorized, $.001 par value)		2,664,277
Class R3 Shares (30 million shares of common stock authorized, $.001 par value)		188,333
Net asset value, offering and redemption price per share (Net assets divided by outstanding shares):
Class A Shares-Net asset value		$11.26
Class A Shares-Maximum offering price (Net asset value plus sales charge of 5.75%)		$11.95
Class B Shares-Net asset value		$11.16
Class C Shares-Net asset value		$11.18
Class F Shares-Net asset value		$11.25
Class I Shares-Net asset value		$11.33
Class P Shares-Net asset value		$11.29
Class R2 Shares-Net asset value		$11.31
Class R3 Shares-Net asset value		$11.24

See Notes to Financial Statements.

26

Statement of Operations

For the Year Ended November 30, 2010

Investment income:
Dividends (net of foreign withholding taxes of $215,414)	$	22,468,767
Interest		31,859,761
Total investment income		54,328,528
Expenses:
Management fee		10,148,166
12b-1 distribution plan-Class A		3,313,264
12b-1 distribution plan-Class B		520,067
12b-1 distribution plan-Class C		569,084
12b-1 distribution plan-Class F		5,757
12b-1 distribution plan-Class P		10,772
12b-1 distribution plan-Class R2		164
12b-1 distribution plan-Class R3		6,507
Shareholder servicing		1,547,809
Subsidy (See Note 3)		557,102
Fund administration		551,324
Registration		141,236
Reports to shareholders		136,503
Professional		53,820
Directors’ fees		48,767
Custody		36,989
Other		52,109
Gross expenses		17,699,440
Expense reductions (See Note 7)		(1,270	)
Management fee waived (See Note 3)		(87,261	)
Net expenses		17,610,909
Net investment income		36,717,619
Net realized and unrealized gain:
Net realized gain on investments, futures contracts and foreign currency related transactions		24,854,330
Net change in unrealized appreciation/depreciation on investments, futures contracts and translation of assets and liabilities denominated in foreign currencies		93,553,768
Net realized and unrealized gain		118,408,098
Net Increase in Net Assets Resulting From Operations	$	155,125,717

See Notes to Financial Statements.

27

Statements of Changes in Net Assets

INCREASE (DECREASE) IN NET ASSETS	For the Year Ended November 30, 2010			For the Year Ended November 30, 2009
Operations:
Net investment income	$	36,717,619		$	45,411,440
Net realized gain (loss) on investments, futures contracts and foreign currency related transactions		24,854,330			(145,541,267	)
Net change in unrealized appreciation/depreciation on investments, futures contracts and translation of assets and liabilities denominated in foreign currencies		93,553,768			380,215,139
Net increase in net assets resulting from operations		155,125,717			280,085,312
Distributions to shareholders from:
Net investment income
Class A		(26,532,498	)		(36,274,975	)
Class B		(1,130,938	)		(1,647,951	)
Class C		(1,233,119	)		(1,895,565	)
Class F		(168,005	)		(114,438	)
Class I		(9,743,835	)		(10,061,743	)
Class P		(67,250	)		(100,533	)
Class R2		(680	)		(753	)
Class R3		(31,016	)		(5,287	)
Total distributions to shareholders		(38,907,341	)		(50,101,245	)
Capital share transactions (Net of share conversions) (See Note 11):
Net proceeds from sales of shares		179,592,332			312,953,012
Reinvestment of distributions		38,022,779			48,870,715
Cost of shares reacquired		(350,504,539	)		(339,821,891	)
Net increase (decrease) in net assets resulting from capital share transactions		(132,889,428	)		22,001,836
Net increase (decrease) in net assets		(16,671,052	)		251,985,903
NET ASSETS:
Beginning of year	$	1,404,848,932		$	1,152,863,029
End of year	$	1,388,177,880		$	1,404,848,932
Undistributed net investment income	$	4,523,522		$	5,827,995

See Notes to Financial Statements.

28

Financial Highlights

	Class A Shares
	Year Ended 11/30
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$10.35			$  8.66			$13.49			$13.56			$12.44
Investment operations:
Net investment income(a)		.28			.34			.41			.37			.33
Net realized and unrealized gain (loss)		.93			1.72			(4.26	)		.33			1.29
Total from investment operations		1.21			2.06			(3.85	)		.70			1.62
Distributions to shareholders from:
Net investment income		(.30	)		(.37	)		(.44	)		(.35	)		(.36	)
Net realized gain		–			–			(.54	)		(.42	)		(.14	)
Total distributions		(.30	)		(.37	)		(.98	)		(.77	)		(.50	)
Net asset value, end of year		$11.26			$10.35			$  8.66			$13.49			$13.56
Total Return(b)		11.90	%		24.58	%		(30.43	)%		5.27	%		13.42	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		1.31	%		1.37	%		1.32	%		1.29	%		1.33	%
Expenses, including expense reductions and management fee waived		1.31	%		1.37	%		1.32	%		1.29	%		1.33	%
Expenses, excluding expense reductions and management fee waived		1.31	%		1.37	%		1.32	%		1.29	%		1.33	%
Net investment income		2.64	%		3.66	%		3.61	%		2.68	%		2.60	%
Supplemental Data:
Net assets, end of year (000)		$933,371			$974,791			$852,774			$1,379,814			$1,111,167
Portfolio turnover rate		29.52	%		52.24	%		54.70	%		26.32	%		43.85	%

^(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
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$10.26			$  8.59			$13.38			$13.46			$12.36
Investment operations:
Net investment income(a)		.21			.27			.33			.28			.24
Net realized and unrealized gain (loss)		.92			1.71			(4.21	)		.33			1.28
Total from investment operations		1.13			1.98			(3.88	)		.61			1.52
Distributions to shareholders from:
Net investment income		(.23	)		(.31	)		(.37	)		(.27	)		(.28	)
Net realized gain		–			–			(.54	)		(.42	)		(.14	)
Total distributions		(.23	)		(.31	)		(.91	)		(.69	)		(.42	)
Net asset value, end of year		$11.16			$10.26			$  8.59			$13.38			$13.46
Total Return(b)		11.17	%		23.75	%		(30.86	)%		4.56	%		12.62	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		1.96	%		2.02	%		1.97	%		1.94	%		1.98	%
Expenses, including expense reductions and management fee waived		1.96	%		2.02	%		1.97	%		1.94	%		1.98	%
Expenses, excluding expense reductions and management fee waived		1.96	%		2.02	%		1.97	%		1.94	%		1.98	%
Net investment income		1.99	%		3.00	%		2.96	%		2.03	%		1.95	%
Supplemental Data:
Net assets, end of year (000)		$48,714			$53,941			$44,682			$74,748			$64,045
Portfolio turnover rate		29.52	%		52.24	%		54.70	%		26.32	%		43.85	%

^(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
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$10.28			$  8.60			$13.40			$13.48			$12.37
Investment operations:
Net investment income(a)		.21			.28			.33			.28			.24
Net realized and unrealized gain (loss)		.92			1.71			(4.23	)		.33			1.28
Total from investment operations		1.13			1.99			(3.90	)		.61			1.52
Distributions to shareholders from:
Net investment income		(.23	)		(.31	)		(.36	)		(.27	)		(.27	)
Net realized gain		–			–			(.54	)		(.42	)		(.14	)
Total distributions		(.23	)		(.31	)		(.90	)		(.69	)		(.41	)
Net asset value, end of year		$11.18			$10.28			$  8.60			$13.40			$13.48
Total Return(b)		11.15	%		23.82	%		(30.90	)%		4.57	%		12.68	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		1.96	%		2.02	%		1.97	%		1.94	%		1.98	%
Expenses, including expense reductions and management fee waived		1.96	%		2.02	%		1.97	%		1.94	%		1.98	%
Expenses, excluding expense reductions and management fee waived		1.96	%		2.02	%		1.97	%		1.94	%		1.98	%
Net investment income		1.99	%		3.02	%		2.95	%		2.03	%		1.95	%
Supplemental Data:
Net assets, end of year (000)		$56,383			$59,267			$54,081			$99,713			$77,477
Portfolio turnover rate		29.52	%		52.24	%		54.70	%		26.32	%		43.85	%

^(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
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$10.34			$  8.65			$13.49			$13.83
Investment operations:
Net investment income(b)		.31			.34			.43			.06
Net realized and unrealized gain (loss)		.93			1.75			(4.25	)		(.40	)
Total from investment operations		1.24			2.09			(3.82	)		(.34	)
Distributions to shareholders from:
Net investment income		(.33	)		(.40	)		(.48	)		–
Net realized gain		–			–			(.54	)		–
Total distributions		(.33	)		(.40	)		(1.02	)		–
Net asset value, end of period		$11.25			$10.34			$  8.65			$13.49
Total Return(c)		12.09	%		25.05	%		(30.31	)%		(2.46	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		1.06	%		1.11	%		1.10	%		.18	%(d)
Expenses, including expense reductions and management fee waived		1.06	%		1.11	%		1.10	%		.18	%(d)
Expenses, excluding expense reductions and management fee waived		1.06	%		1.11	%		1.10	%		.18	%(d)
Net investment income		2.91	%		3.66	%		4.21	%		.47	%(d)
Supplemental Data:
Net assets, end of period (000)		$7,395			$4,238			$1,194			$10
Portfolio turnover rate		29.52	%		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
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$10.41			$  8.70			$13.56			$13.62			$12.50
Investment operations:
Net investment income(a)		.32			.36			.45			.41			.37
Net realized and unrealized gain (loss)		.94			1.75			(4.28	)		.35			1.29
Total from investment operations		1.26			2.11			(3.83	)		.76			1.66
Distributions to shareholders from:
Net investment income		(.34	)		(.40	)		(.49	)		(.40	)		(.40	)
Net realized gain		–			–			(.54	)		(.42	)		(.14	)
Total distributions		(.34	)		(.40	)		(1.03	)		(.82	)		(.54	)
Net asset value, end of year		$11.33			$10.41			$  8.70			$13.56			$13.62
Total Return(b)		12.33	%		25.13	%		(30.24	)%		5.67	%		13.75	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		.96	%		1.01	%		.97	%		.96	%		.98	%
Expenses, including expense reductions and management fee waived		.96	%		1.01	%		.97	%		.96	%		.98	%
Expenses, excluding expense reductions and management fee waived		.96	%		1.01	%		.97	%		.96	%		.98	%
Net investment income		2.98	%		3.91	%		3.97	%		2.98	%		2.95	%
Supplemental Data:
Net assets, end of year (000)		$337,978			$309,336			$197,714			$271,015			$10,342
Portfolio turnover rate		29.52	%		52.24	%		54.70	%		26.32	%		43.85	%

^(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
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$10.38			$  8.68			$13.52			$13.59			$12.47
Investment operations:
Net investment income(a)		.27			.33			.40			.36			.32
Net realized and unrealized gain (loss)		.93			1.73			(4.27	)		.33			1.29
Total from investment operations		1.20			2.06			(3.87	)		.69			1.61
Distributions to shareholders from:
Net investment income		(.29	)		(.36	)		(.43	)		(.34	)		(.35	)
Net realized gain		–			–			(.54	)		(.42	)		(.14	)
Total distributions		(.29	)		(.36	)		(.97	)		(.76	)		(.49	)
Net asset value, end of year		$11.29			$10.38			$  8.68			$13.52			$13.59
Total Return(b)		11.75	%		24.52	%		(30.50	)%		5.15	%		13.31	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		1.41	%		1.46	%		1.42	%		1.39	%		1.43	%
Expenses, including expense reductions and management fee waived		1.41	%		1.46	%		1.42	%		1.39	%		1.43	%
Expenses, excluding expense reductions and management fee waived		1.41	%		1.46	%		1.42	%		1.39	%		1.43	%
Net investment income		2.54	%		3.54	%		3.52	%		2.58	%		2.50	%
Supplemental Data:
Net assets, end of year (000)		$2,191			$2,906			$2,370			$3,062			$2,365
Portfolio turnover rate		29.52	%		52.24	%		54.70	%		26.32	%		43.85	%

^(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
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$10.40			$  8.70			$13.48			$13.83
Investment operations:
Net investment income(b)		.26			.31			.44			.05
Net realized and unrealized gain (loss)		.92			1.75			(4.27	)		(.40	)
Total from investment operations		1.18			2.06			(3.83	)		(.35	)
Distributions to shareholders from:
Net investment income		(.27	)		(.36	)		(.41	)		–
Net realized gain		–			–			(.54	)		–
Total distributions		(.27	)		(.36	)		(.95	)		–
Net asset value, end of period		$11.31			$10.40			$  8.70			$13.48
Total Return(c)		11.56	%		24.47	%		(30.23	)%		(2.53	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		1.55	%		1.49	%		1.06	%		.27	%(d)
Expenses, including expense reductions and management fee waived		1.55	%		1.49	%		1.06	%		.27	%(d)
Expenses, excluding expense reductions and management fee waived		1.56	%		1.49	%		1.06	%		.27	%(d)
Net investment income		2.39	%		3.34	%		3.87	%		.37	%(d)
Supplemental Data:
Net assets, end of period (000)		$30			$29			$7			$10
Portfolio turnover rate		29.52	%		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
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$10.33			$  8.65			$13.48			$13.83
Investment operations:
Net investment income(b)		.27			.29			.39			.05
Net realized and unrealized gain (loss)		.93			1.76			(4.25	)		(.40	)
Total from investment operations		1.20			2.05			(3.86	)		(.35	)
Distributions to shareholders from:
Net investment income		(.29	)		(.37	)		(.43	)		–
Net realized gain		–			–			(.54	)		–
Total distributions		(.29	)		(.37	)		(.97	)		–
Net asset value, end of period		$11.24			$10.33			$  8.65			$13.48
Total Return(c)		11.73	%		24.46	%		(30.54	)%		(2.53	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		1.45	%		1.50	%		1.40	%		.25	%(d)
Expenses, including expense reductions and management fee waived		1.45	%		1.50	%		1.40	%		.25	%(d)
Expenses, excluding expense reductions and management fee waived		1.46	%		1.50	%		1.40	%		.25	%(d)
Net investment income		2.49	%		3.03	%		3.65	%		.39	%(d)
Supplemental Data:
Net assets, end of period (000)		$2,116			$341			$42			$10
Portfolio turnover rate		29.52	%		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 and was 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”).

The Fund’s investment objective is to seek current income and capital appreciation. The Fund has 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”) in certain cases as follows: Class A shares purchased without a sales charge and redeemed before the first day of the month in which the one-year anniversary of the purchase falls (subject to certain exceptions as set forth in the Fund’s prospectus); Class B shares redeemed before the sixth anniversary of purchase; and Class C shares redeemed before the first anniversary of purchase. Class B shares will automatically convert to Class A shares on the 25^th day of the month (or, if the 25^th day is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted. The Fund’s Class P shares are closed to substantially all investors, with certain exceptions as set forth in the Fund’s prospectus. On March 31, 2010, the Fund no longer made Class B shares available for purchase.

The preparation of the 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. Exchange-traded options and futures contracts are valued at the last sale price in the market where they are principally traded. If no sale has occurred, the mean between the most recently quoted bid and asked prices is used. Floating rate loans are valued at the average of bid and ask quotations obtained from dealers in loans on the basis of prices supplied by independent pricing services. Securities for which market quotations are not

37

Notes to Financial Statements (continued)

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 fair value.

(b) Security Transactions–Security transactions are recorded as of the date that the securities are purchased or sold (trade date). Realized gains and losses on sales of portfolio securities are calculated using the identified-cost method. Realized and unrealized gains (losses) are allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day.

(c) Investment Income–Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis as earned. Discounts are accreted and premiums are amortized using the effective interest method and are included in interest income in the Statement of Operations. Withholding taxes on foreign dividends have been provided for in accordance with the applicable country’s tax rules and rates. Investment income is allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day.

(d) Income Taxes–It is the policy of 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, 2007 through November 30, 2010. 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, futures contracts 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 gain on investments, futures contracts 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.

The Fund uses foreign currency exchange contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts’ terms.

38

Notes to Financial Statements (continued)

(g) Futures Contracts–The Fund may purchase and sell futures contracts to enhance returns, to attempt to hedge some of its investment risk, or as a substitute position for holding the underlying asset on which the instrument is based. At the time of entering into a futures transaction, an investor is required to deposit and maintain a specified amount of cash or eligible securities called “initial margin.” Subsequent payments made or received by a Fund called “variation margin” are made on a daily basis as the market price of the futures contract fluctuates. The Fund will record an unrealized gain (loss) based on the amount of variation margin. When a contract is closed, a realized gain (loss) is recorded equal to the difference between the opening and closing value of the contract.

(h) When-Issued or Forward 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. During the period between purchase and settlement, the value of the securities will fluctuate and assets consisting of cash and/or marketable securities (normally short-term U.S. Government or U.S. Government sponsored enterprise securities) marked to market daily in an amount sufficient to make payment at settlement will be segregated at the Fund’s custodian in order to pay for the commitment. At the time the Fund makes the commitment to purchase a security on a when-issued basis, it will record the transaction and reflect the liability for the purchase and value of the security in determining its NAV. The Fund, generally, has the ability to close out a purchase obligation on or before the settlement date rather than take delivery of the security. Under no circumstances will settlement for such securities take place more than 120 days after the purchase date.

(i) 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, the Fund may incur a loss upon disposition of the securities.

(j) 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. The 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”).

39

Notes to Financial Statements (continued)

The loans in which the Fund invests may be subject to some restrictions on resale. For example, the Fund may be contractually obligated to receive approval from the Agent and/or Borrower prior to the sale of these investments. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the Borrower. As a result, the 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 become 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, 2010, the Fund had no unfunded loan commitments.

(k) Fair Value Measurements–Fair value is defined as the price that the Fund would receive upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment. A three-tier hierarchy is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk – for example, the risk inherent in a particular valuation technique used to measure fair value (such as a pricing model) and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

• Level 1 - unadjusted quoted prices in active markets for identical investments;

• Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.); and

• Level 3 - significant unobservable inputs (including 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.

40

Notes to Financial Statements (continued)

The following is a summary of the inputs used as of November 30, 2010 in valuing the Fund’s investments carried at value:

Investment Type*	Level 1		Level 2		Level 3		Total
Common Stocks	$	774,287,359	$	4,716,768	$	–	$	779,004,127
Convertible Bonds		–		116,361,589		–		116,361,589
Convertible Preferred Stocks		57,955,370		44,613,700		–		102,569,070
Floating Rate Loans		–		6,069,676		–		6,069,676
Foreign Common Stocks		55,832,050		–		–		55,832,050
High Yield Corporate Bonds		–		317,185,131		–		317,185,131
Non-Convertible Preferred Stock		62,985		-		–		62,985
Warrants		–		351,458		–		351,458
Repurchase Agreement		–		1,869,350		–		1,869,350
Total	$	888,137,764	$	491,167,672	$	–	$	1,379,305,436
Other Financial Instruments
Futures Contracts
Assets	$	–	$	–	$	–	$	–
Liabilities		257,015		–		–		257,015
Total	$	257,015	$	–	$	–	$	257,015

* See Schedule of Investments for values in each industry.

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

Investment Type	Balance as of December 1, 2009		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, 2010
Common Stocks	$	1,736,357	$	–	$	–	$	–	$	–	$	(1,736,357	)	$	–
Warrant		31,210		–		–		–		–		(31,210	)		–
Total	$	1,767,567	$	–	$	–	$	–	$	–	$	(1,767,567	)	$	–

(l) Disclosures about Derivative Instruments and Hedging Activities–The Fund entered into U.S. Treasury futures contracts during the fiscal year ended November 30, 2010 (as described in note 2(g)) to hedge against changes in interest rates. The Fund bears the risk of interest rates moving unexpectedly, in which case the Fund may not achieve the anticipated benefits of the futures contracts and realize a loss. There is minimal counterparty credit risk to the Fund since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees futures against default.

As of November 30, 2010, the Fund had a futures interest rate contract with a cumulative unrealized depreciation of $(257,015), which is included in the Schedule of Investments. Only the current day’s variation margin is included in the Statement of Assets and Liabilities. Amounts of $(2,122,171) and $(257,015) are included in the Statement of Operations related to futures contracts under the captions Net realized gain on investments, futures contracts and foreign currency related transactions and Net change in unrealized appreciation/depreciation on investments, futures contracts and translation of assets and liabilities denominated in foreign currencies, respectively. The average number of futures contracts throughout the period was 173.

41

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, 2010, the effective management fee, net of waivers, was at an annualized rate of .73% of the Fund’s average daily net assets.

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

For the period April 1, 2010 through March 31, 2011, Lord Abbett has contractually agreed to waive all or a portion of its management fee and, if necessary, reimburse the Fund’s other expenses to the extent necessary so that the net annual operating expenses for each class, excluding 12b-1 fees, do not exceed an annual rate of .95%. This agreement may be terminated only upon the approval of the Fund’s Board of Directors.

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 each Fund of Funds in proportion to the average daily value of the Underlying Fund shares owned by each Fund of Funds. Amounts paid pursuant to the Servicing Arrangement 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, 2010, 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 16.14%, 4.77% and 3.19%, 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.

42

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, 2010:

Distributor Commissions	Dealers’ Concessions
$558,971	$	2,976,493

Distributor received CDSCs of $4,324 and $6,169 for Class A and Class C shares, respectively, for the fiscal year ended November 30, 2010.

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, 2010, a special net investment income distribution of approximately $418,000 was declared by the Fund. The distribution was paid on December 17, 2010 to shareholders of record on December 16, 2010.

The tax character of distributions paid during the fiscal years ended November 30, 2010 and 2009 was as follows:

	Year Ended 11/30/10		Year Ended 11/30/09
Distributions paid from:
Ordinary income	$	38,907,341	$	50,101,245
Total distributions paid	$	38,907,341	$	50,101,245

As of November 30, 2010, the components of accumulated losses on a tax-basis were as follows:

Undistributed ordinary income – net	$	6,297,694
Total undistributed earnings	$	6,297,694
Capital loss carryforwards*		(273,769,896	)
Temporary differences		(156,777	)
Unrealized gains – net		108,304,758
Total accumulated losses – net	$	(159,324,221	)

* As of November 30, 2010, the capital loss carryforwards, along with the related expiration dates, were as follows:

2016		2017		Total
	$92,259,123	$	181,510,773	$	273,769,896

43

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 ordinary losses of $9,654 during fiscal 2010.

As of November 30, 2010, the aggregate unrealized security gains and losses based on cost for U.S. federal income tax purposes were as follows:

Tax cost	$	1,271,011,397
Gross unrealized gain		180,918,032
Gross unrealized loss		(72,623,993	)
Net unrealized security gain	$	108,294,039

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, 2010 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
$885,249	$	(885,249	)

The permanent differences are attributable to the tax treatment of premium amortization, foreign currency transactions and certain securities.

5.    PORTFOLIO SECURITIES TRANSACTIONS

Purchases and sales of investment securities (excluding short-term investments) for the fiscal year ended November 30, 2010 were as follows:

Purchases	Sales
$399,938,040	$	534,680,295

There were no purchases or sales of U.S. Government securities for the fiscal year ended November 30, 2010.

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 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 had 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 an arrangement with its transfer agent and custodian, whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund’s expenses.

44

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% 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, which is included in Prepaid expenses and other assets on the Statement of Assets and Liabilities, and is amortized through Other expenses on the Statement of Operations over the annual period. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. As of November 30, 2010, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the fiscal year ended November 30, 2010.

On November 22, 2010, the Fund and certain other funds managed by Lord Abbett entered into a short term extension of the Facility through February 3, 2011.

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.

45

Notes to Financial Statements (continued)

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.

The Fund may invest up to 20% of its assets in foreign securities. The Fund’s exposure to foreign companies (and ADRs) presents increased market, liquidity, currency, political and other risks. The Fund may invest up to 10% of its net assets in 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, 2010						Year Ended November 30, 2009
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		12,022,101		$	129,437,705			24,397,409		$	219,837,386
Converted from Class B*		243,379			2,600,784			202,513			1,823,949
Reinvestment of distributions		2,458,430			26,038,010			3,999,856			35,630,378
Shares reacquired		(26,032,315	)		(279,130,541	)		(32,916,830	)		(299,560,999	)
Decrease		(11,308,405	)	$	(121,054,042	)		(4,317,052	)	$	(42,269,286	)
Class B Shares
Shares sold		366,190		$	3,880,348			1,309,290		$	11,729,837
Reinvestment of distributions		103,511			1,087,661			176,191			1,556,980
Shares reacquired		(1,117,706	)		(11,936,016	)		(1,232,027	)		(11,048,955	)
Converted to Class A*		(245,466	)		(2,600,784	)		(199,978	)		(1,823,949	)
Increase (decrease)		(893,471	)	$	(9,568,791	)		53,476		$	413,913
Class C Shares
Shares sold		785,460		$	8,434,210			1,123,147		$	10,087,605
Reinvestment of distributions		89,587			943,135			165,778			1,465,722
Shares reacquired		(1,599,215	)		(17,098,265	)		(1,812,034	)		(16,201,048	)
Decrease		(724,168	)	$	(7,720,920	)		(523,109	)	$	(4,647,721	)
Class F Shares
Shares sold		551,075		$	5,858,704			424,991		$	3,694,216
Reinvestment of distributions		10,786			114,399			6,724			61,071
Shares reacquired		(314,523	)		(3,412,001	)		(160,021	)		(1,502,234	)
Increase		247,338		$	2,561,102			271,694		$	2,253,053
Class I Shares
Shares sold		2,760,794		$	29,717,703			7,218,667		$	66,816,612
Reinvestment of distributions		915,001			9,743,781			1,113,858			10,061,704
Shares reacquired		(3,557,798	)		(37,313,411	)		(1,327,048	)		(10,957,373	)
Increase		117,997		$	2,148,073			7,005,477		$	65,920,943

46

Notes to Financial Statements (concluded)

	Year Ended November 30, 2010						Year Ended November 30, 2009
Class P Shares	Shares			Amount			Shares			Amount
Shares sold		34,612		$	373,214			45,886		$	413,092
Reinvestment of distributions		6,121			65,014			10,062			89,967
Shares reacquired		(126,795	)		(1,368,939	)		(48,927	)		(442,939	)
Increase (decrease)		(86,062	)	$	(930,711	)		7,021		$	60,120
Class R2 Shares
Shares sold		277.000		$	2,983			2,977		$	26,040
Reinvestment of distributions		45.000			484			55			491
Shares reacquired		(401.723	)		(4,210	)		(1,071	)		(9,795	)
Increase (decrease)		(79.723	)	$	(743	)		1,961		$	16,736
Class R3 Shares
Shares sold		174,858		$	1,887,465			37,897		$	348,224
Reinvestment of distributions		2,870			30,295			469			4,402
Shares reacquired		(22,364	)		(241,156	)		(10,212	)		(98,548	)
Increase		155,364		$	1,676,604			28,154		$	254,078

* 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

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, one of the portfolios constituting the Lord Abbett Research Fund, Inc. (the “Company”), as of November 30, 2010, the related statement 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, 2010, by correspondence with the custodian, brokers and agent banks; where replies were not received from brokers or 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 as of November 30, 2010, 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 28, 2011

48

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 the investment adviser provides, 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 associated with Lord Abbett and are “interested persons” of the Company as defined in the Act. Mr. Dow and Ms. Foster are officers and 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 the Company	Principal Occupation and Other Directorships During Past Five Years
Robert S. Dow Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1945)	Director and Chairman since 1996	Principal Occupation: Senior Partner of Lord Abbett (since 2007) and was formerly Managing Partner (1996 - 2007) and Chief Investment Officer (1995 - 2007), joined Lord Abbett in 1972. Other Directorships: None.
Daria L. Foster Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1954)	Director and President since 2006	Principal Occupation: Managing Partner of Lord Abbett (since 2007), and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990. Other Directorships: None.

Independent Directors

The following Independent Directors also are 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 the Company	Principal Occupation and Other Directorships During Past Five Years
E. Thayer Bigelow Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1941)	Director since 1996	Principal Occupation: Managing General Partner, Bigelow Media, LLC (since 2000); Senior Adviser, Time Warner Inc. (1998 - 2000). Other Directorships: Currently serves as director of Crane Co. (since 1984) and Huttig Building Products Inc. (since 1998). Previously served as a director of R.H. Donnelley Inc. (2009 - 2010) and Adelphia Communications Inc. (2003 - 2007).

49

Basic Information About Management (continued)

Name, Address and Year of Birth	Current Position and Length of Service with the Company	Principal Occupation and Other Directorships During Past Five Years
Robert B. Calhoun, Jr. Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1942)	Director since 1998	Principal Occupation: Senior Advisor of Monitor Clipper Partners, a private equity investment fund (since 1997); President of Clipper Asset Management Corp. (1991 - 2009). Other Directorships: Previously served as a director of Avondale, Inc. (1991 - 2005) and Interstate Bakeries Corp. (1991 - 2008).
Evelyn E. Guernsey Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1955)	Director since 2011	Principal Occupation: CEO, Americas of J.P. Morgan Asset Management (2004 to 2010). Other Directorships: None.
Julie A. Hill Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1946)	Director since 2004	Principal Occupation: Owner and CEO of The Hill Company, a business consulting firm (since 1998). Other Directorships: Currently serves as director of WellPoint, Inc., a health benefits company (since 1994). Previously served as a director of Resources Connection, Inc., a consulting firm 2004 - 2007).
Franklin W. Hobbs Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2001	Principal Occupation: Advisor of One Equity Partners, a private equity firm (since 2004). Other Directorships: Currently serves as a director and Chairman of the Board of Ally Financial 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	Principal Occupation: Chairman of Spencer Stuart (U.S.), an executive search consulting firm (since 1996). Other Directorships: Currently serves as director of Ace, Ltd. (since 1997). Previously served as a director of Hewitt Associates, Inc. (2004 - 2010).
James L.L. Tullis Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2006	Principal Occupation: CEO of Tullis-Dickerson and Co. Inc., a venture capital management firm (since 1990). Other Directorships: Currently serves as director of Crane Co. (since 1998). Previously served as a director of Viacell Inc. (2003 - 2007).

50

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 also may be officers of the other Lord Abbett-sponsored funds and maintain offices at 90 Hudson Street, Jersey City, NJ 07302. Unless otherwise indicated, the position(s) and title(s) listed under the “Principal Occupation” column indicate each officer’s position(s) and title(s) with Lord Abbett.

Name and Year of Birth	Current Position with the 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 of Lord Abbett (since 2007), and was formerly Managing Partner (1996 - 2007) and Chief Investment Officer (1995 - 2007), joined Lord Abbett in 1972.
Daria L. Foster (1954)	President	Elected in 2006	Managing Partner of Lord Abbett (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.

51

Basic Information About Management (continued)

Name and Year of Birth	Current Position with the Company	Length of Service of Current Position	Principal Occupation During Past Five Years
John K. Forst (1960)	Vice President and Assistant Secretary	Elected in 2005	Deputy General Counsel, joined Lord Abbett in 2004.
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, rejoined 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	Partner and Director, 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	Partner and Senior Deputy General Counsel, joined Lord Abbett in 2007 and was formerly an Executive Vice President and the General Counsel at Cohen & Steers Capital Management, Inc. (1999 - - 2007).

52

Basic Information About Management (concluded)

Name and Year of Birth	Current Position with the Company	Length of Service of Current Position	Principal Occupation During Past Five Years
Francis T. Timons (1969)	Vice President	Elected in 2010	Portfolio Manager, joined Lord Abbett in 2007 and was formerly a Research Analyst at Robert W. Baird & Co. (2004 - 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.

53

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 the 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

52.82% of the ordinary income distributions paid by the Fund during the fiscal year ended November 30, 2010 is qualified dividend income. For corporate shareholders, only 48.12% of the Fund’s ordinary income distributions qualified for the dividends received deduction.

For foreign shareholders 59.30% of the distributions paid by the Fund represents interest related dividends.

54

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-2-1110

(01/11)

2010

LORD ABBETT

ANNUAL

REPORT    

Lord Abbett

Growth Opportunities Fund

For the fiscal year ended November 30, 2010

Lord Abbett Research Fund

Lord Abbett Growth Opportunities Fund

Annual Report

For the fiscal year ended November 30, 2010

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 performance of the Lord Abbett Growth Opportunities Fund for the fiscal year ended November 30, 2010. 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

For the fiscal year ended November 30, 2010, the Fund returned 25.16%, 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,¹ which returned 26.33% over the same period.

While the 12-month period was characterized by a near-constant debate about the likelihood of a double-dip recession, important developments throughout the year continually pointed to stability and recovery. Gross domestic product (GDP) advanced in each calendar quarter, household income increased, industrial production rose, and home prices stabilized. These developments led to significant gains for equities, particularly for small and mid-sized companies.

While the portfolio underperformed for the 12-month period, we are encouraged by the strength and nature of the stock market rally of late. During the last three months of the fiscal year, investors sought out companies with strong fundamentals and compelling growth characteristics. This was an attractive environment for our strategy of

1

conducting rigorous fundamental research to identify and invest in firms with strong relative growth characteristics.

Although our holdings in the financial sector contributed positively to the one-year return, the portfolio’s performance was not able to keep pace with the benchmark in this sector. The largest detractor from performance in the category was asset management firm Blackrock, Inc., whose shares declined amid concerns about fund flows and margin compression. Shares of CBOE Holdings, Inc., a company that operates the largest options market in the United States, declined over the period as competing exchanges siphoned trading volume from the company. Stock selection within the health care sector also detracted from relative performance, despite making a positive overall contribution. Intuitive Surgical, Inc., producer of the da Vinci robotic surgical system, suffered amid slower than expected procedure growth and reimbursement issues in Japan.

Performance was helped by the portfolio’s technology holdings, where strong stock selection and an overweight allocation accrued to our benefit. The largest contributor in the technology group was F5 Networks, Inc., which offers a superior solution for managing network traffic and has been gaining market share from key competitors. NetApp, Inc., a provider of data storage services that allow users to access data from any computer, also performed well as the growth of “cloud computing” has accelerated. Stock selection also was strong in the materials sector, where we saw appreciation of our holding in Walter Energy, Inc., a producer of metallurgical coal used for steel production.

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 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 specified, indexes reflect total return, with all dividends reinvested. Indexes are unmanaged, do not reflect the deduction of fees or expenses, and are not available for direct investment.

Important Performance and Other Information

Performance data quoted in the following pages 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 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 prospectus.

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

2

The views of the Fund’s management and the portfolio holdings described above are as of November 30, 2010; 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 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

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, the Russell Midcap Index and the S&P MidCap 400 Growth Index, assuming reinvestment of all dividends and distributions. The Fund believes that the Russell Midcap^® Index is a more appropriate benchmark for the Fund and therefore will remove the S&P MidCap 400 Growth Index from the next Annual Report. 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. During certain periods, expenses of the Fund have been waived or reimbursed by Lord Abbett; without such waiver or reimbursement of expenses, the Fund’s returns would have been lower. Past performance is no guarantee of future results.

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended November 30, 2010

	1 Year		5 Years		10 Years		Life of Class
Class A3		17.93%		5.13%		3.55%		–
Class B4		20.33%		5.54%		3.64%		–
Class C5		24.35%		5.70%		3.50%		–
Class F6		25.49%		–		–		2.40%
Class I7		25.63%		6.76%		4.50%		–
Class P7		25.07%		6.28%		4.09%		–
Class R28		24.88%		–		–		1.91%
Class R39		24.99%		–		–		2.03%

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, 2010, 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

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, 2010 through November 30, 2010).

Actual Expenses

For each class of the Fund, the first line of the table on the following page provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period 6/1/10 – 11/30/10” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

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

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†
	6/1/10		11/30/10		6/1/10 - 11/30/10
Class A
Actual	$	1,000.00	$	1,154.60	$	7.83
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.81	$	7.33
Class B
Actual	$	1,000.00	$	1,150.90	$	11.32
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.54	$	10.61
Class C
Actual	$	1,000.00	$	1,151.00	$	11.32
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.54	$	10.61
Class F
Actual	$	1,000.00	$	1,156.20	$	6.49
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.10	$	6.07
Class I
Actual	$	1,000.00	$	1,157.20	$	5.95
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.56	$	5.57
Class P
Actual	$	1,000.00	$	1,154.10	$	8.37
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.30	$	7.84
Class R2
Actual	$	1,000.00	$	1,153.40	$	9.18
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.57	$	8.59
Class R3
Actual	$	1,000.00	$	1,154.00	$	8.64
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.09	$	8.09

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.45% for Class A, 2.10% for Classes B and C, 1.20% for Class F, 1.10% for Class I, 1.55% for Class P, 1.70% for Class R2 and 1.60% 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, 2010

Sector*	%**		Sector*	%**
Consumer Discretionary		24.04%	Industrials		15.37%
Consumer Staples		2.31%	Information Technology		23.28%
Energy		8.61%	Materials	��	8.01%
Financials		7.99%	Telecommunication Services		0.48%
Health Care		9.91%	Total		100.00%

* A sector may comprise several industries.

** Represents percent of total investments.

6

Schedule of Investments

November 30, 2010

Investments	Shares		Value (000)
COMMON STOCKS 100.06%
Air Freight & Logistics 1.13%
C.H. Robinson Worldwide, Inc.		99,999	$	7,371
Airlines 0.68%
United Continental Holdings, Inc.*		161,404		4,468
Auto Components 1.10%
Gentex Corp.		220,953		4,638
Lear Corp.*		29,461		2,586
Total				7,224
Biotechnology 2.06%
Alexion Pharmaceuticals, Inc.*		106,141		8,114
Human Genome Sciences, Inc.*		72,804		1,786
Onyx Pharmaceuticals, Inc.*		121,035		3,564
Total				13,464
Capital Markets 4.57%
Affiliated Managers Group, Inc.*		83,746		7,320
BlackRock, Inc.		14,333		2,336
Invesco Ltd.		202,947		4,412
Lazard Ltd. Class A		165,966		5,943
LPL Investment Holdings, Inc.*		87,900		2,980
T. Rowe Price Group, Inc.		117,334		6,844
Total				29,835
Chemicals 4.19%
Albemarle Corp.		135,313		7,319
Celanese Corp. Series A		136,081		5,035
FMC Corp.		57,181		4,450
Huntsman Corp.		305,606		4,728
LyondellBasell Industries NV Class A (Netherlands)*(a)		136,796		3,996

Investments	Shares		Value (000)
Olin Corp.		101,789	$	1,860
Total				27,388
Commercial Banks 0.88%
City National Corp.		56,548		3,038
Fifth Third Bancorp		226,009		2,701
Total				5,739
Communications Equipment 1.33%
F5 Networks, Inc.*		46,134		6,084
Juniper Networks, Inc.*		76,618		2,607
Total				8,691
Computers & Peripherals 1.49%
NetApp, Inc.*		153,682		7,827
SanDisk Corp.*		42,888		1,913
Total				9,740
Diversified Financial Services 0.88%
Moody’s Corp.		215,645		5,786
Electrical Equipment 3.32%
AMETEK, Inc.		109,742		6,493
Cooper Industries plc		140,226		7,642
Rockwell Automation, Inc.		114,671		7,582
Total				21,717
Electronic Equipment, Instruments & Components 2.35%
Agilent Technologies, Inc.*		196,971		6,898
Amphenol Corp. Class A		74,553		3,730
Dolby Laboratories, Inc. Class A*		74,226		4,698
Total				15,326
Energy Equipment & Services 3.49%
Atwood Oceanics, Inc.*		101,386		3,609
Cameron International Corp.*		93,141		4,481
FMC Technologies, Inc.*		80,948		6,819
Weatherford International Ltd. (Switzerland)*(a)		385,539		7,869
Total				22,778

See Notes to Financial Statements.

7

Schedule of Investments (continued)

November 30, 2010

Investments	Shares		Value (000)
Food & Staples Retailing 0.89%
Whole Foods Market, Inc.*		123,300	$	5,822
Food Products 1.08%
Green Mountain Coffee Roasters, Inc.*		191,152		7,088
Health Care Equipment & Supplies 2.13%
Edwards Lifesciences Corp.*		33,965		2,254
Hospira, Inc.*		135,900		7,646
Intuitive Surgical, Inc.*		15,346		3,994
Total				13,894
Health Care Providers & Services 2.80%
CIGNA Corp.		86,988		3,202
Express Scripts, Inc.*		93,232		4,856
Humana, Inc.*		113,270		6,348
Universal Health Services, Inc. Class B		94,811		3,899
Total				18,305
Hotels, Restaurants & Leisure 6.46%
Chipotle Mexican Grill, Inc.*		22,171		5,731
Darden Restaurants, Inc.		91,928		4,500
Gaylord Entertainment Co.*		127,287		4,370
Las Vegas Sands Corp.*		138,165		6,919
Marriott International, Inc. Class A		167,983		6,587
MGM Resorts International*		261,651		3,200
Royal Caribbean Cruises Ltd.*		103,394		4,162
Starwood Hotels & Resorts Worldwide, Inc.		118,090		6,712
Total				42,181
Information Technology Services 1.78%
MasterCard, Inc. Class A		13,055		3,094
VeriFone Systems, Inc.*		110,345		3,834
Western Union Co. (The)		265,766		4,688
Total				11,616

Investments	Shares		Value (000)
Insurance 0.72%
Marsh & McLennan Cos., Inc.		186,533	$	4,678
Internet & Catalog Retail 1.34%
priceline.com, Inc.*		22,182		8,741
Internet Software & Services 1.41%
Akamai Technologies, Inc.*		117,744		6,145
Baidu, Inc. ADR*		29,238		3,076
Total				9,221
Leisure Equipment & Products 0.96%
Hasbro, Inc.		131,334		6,259
Life Sciences Tools & Services 1.05%
Illumina, Inc.*		113,997		6,853
Machinery 6.71%
Cummins, Inc.		86,703		8,421
Deere & Co.		68,961		5,151
Eaton Corp.		30,225		2,914
Flowserve Corp.		43,873		4,627
Ingersoll-Rand plc (Ireland)(a)		118,806		4,871
Kennametal, Inc.		102,728		3,474
Pall Corp.		115,288		5,219
Parker Hannifin Corp.		75,942		6,093
Trinity Industries, Inc.		135,278		3,098
Total				43,868
Media 2.48%
Interpublic Group of Cos., Inc. (The)*		606,474		6,459
Lamar Advertising Co. Class A*		152,884		5,618
Scripps Networks Interactive, Inc. Class A		80,571		4,105
Total				16,182
Metals & Mining 2.97%
Agnico-Eagle Mines Ltd. (Canada)(a)		73,271		5,914

See Notes to Financial Statements.

8

Schedule of Investments (continued)

November 30, 2010

Investments	Shares		Value (000)
Metals & Mining (continued)
Cliffs Natural Resources, Inc.		97,901	$	6,690
Walter Energy, Inc.		66,556		6,831
Total				19,435
Multi-Line Retail 2.35%
J.C. Penney Co., Inc.		178,830		5,950
Nordstrom, Inc.		219,320		9,387
Total				15,337
Oil, Gas & Consumable Fuels 5.13%
Arch Coal, Inc.		43,074		1,258
Concho Resources, Inc.*		103,749		8,585
CONSOL Energy, Inc.		131,351		5,511
Continental Resources, Inc.*		103,746		5,545
Murphy Oil Corp.		61,090		4,125
Ultra Petroleum Corp.*		56,012		2,632
Whiting Petroleum Corp.*		53,436		5,881
Total				33,537
Paper & Forest Products 0.85%
International Paper Co.		221,341		5,527
Personal Products 0.34%
Avon Products, Inc.		77,830		2,223
Pharmaceuticals 1.88%
Perrigo Co.		32,417		1,953
Warner Chilcott plc Class A (Ireland)(a)		217,890		4,142
Watson Pharmaceuticals, Inc.*		126,428		6,162
Total				12,257
Professional Services 2.03%
Monster Worldwide, Inc.*		363,428		8,206
Robert Half International, Inc.		181,902		5,042
Total				13,248

Investments	Shares		Value (000)
Real Estate Management & Development 0.95%
CB Richard Ellis Group, Inc. Class A*		322,840	$	6,195
Road & Rail 1.50%
Con-way, Inc.		98,690		3,336
Kansas City Southern*		136,168		6,446
Total				9,782
Semiconductors & Semiconductor Equipment 7.79%
Altera Corp.		164,655		5,778
Analog Devices, Inc.		196,626		6,992
Atheros Communications, Inc.*		148,896		4,848
Atmel Corp.*		462,974		4,810
Broadcom Corp. Class A		57,682		2,566
Cypress Semiconductor Corp.*		294,144		4,609
Lam Research Corp.*		68,875		3,122
Linear Technology Corp.		117,241		3,822
Marvell Technology Group Ltd.*		303,916		5,863
NVIDIA Corp.*		433,515		5,896
ON Semiconductor Corp.*		317,229		2,587
Total				50,893
Software 7.14%
Adobe Systems, Inc.*		55,196		1,531
ANSYS, Inc.*		66,877		3,243
BMC Software, Inc.*		121,986		5,416
Citrix Systems, Inc.*		118,560		7,875
Intuit, Inc.*		67,492		3,030
Nuance Communications, Inc.*		237,582		4,199
Red Hat, Inc.*		132,250		5,753
Rovi Corp.*		96,421		5,320
salesforce.com, Inc.*		60,963		8,487
SuccessFactors, Inc.*		59,826		1,805
Total				46,659

See Notes to Financial Statements.

9

Schedule of Investments (concluded)

November 30, 2010

Investments	Shares		Value (000)
Specialty Retail 6.55%
American Eagle Outfitters, Inc.		172,267	$	2,842
Bed Bath & Beyond, Inc.*		97,989		4,286
Dick’s Sporting Goods, Inc.*		138,197		4,728
Limited Brands, Inc.		273,033		9,193
O’Reilly Automotive, Inc.*		97,899		5,892
Ross Stores, Inc.		128,627		8,345
Tiffany & Co.		120,831		7,504
Total				42,790
Textiles, Apparel & Luxury Goods 2.82%
Coach, Inc.		112,709		6,373
Hanesbrands, Inc.*		145,702		3,956
Phillips-Van Heusen Corp.		119,487		8,106
Total				18,435
Wireless Telecommunication Services 0.48%
Crown Castle International Corp.*		74,847		3,109
Total Investments in Common Stocks 100.06% (cost $489,155,337)				653,662
Liabilities in Excess of Other Assets (0.06%)				(391	)
Net Assets 100.00%			$	653,271

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

See Notes to Financial Statements.

10

Statement of Assets and Liabilities

November 30, 2010

ASSETS:
Investments in securities, at value (cost $489,155,337)	$	653,662,118
Receivables:
Investment securities sold		652,929
Dividends		450,912
Capital shares sold		425,330
Prepaid expenses and other assets		58,314
Total assets		655,249,603
LIABILITIES:
Payables:
Capital shares reacquired		924,184
Management fee		424,178
12b-1 distribution fees		236,104
Directors’ fees		90,503
Fund administration		21,209
To bank		2,986
To affiliates (See Note 3)		11,467
Accrued expenses and other liabilities		268,188
Total liabilities		1,978,819
NET ASSETS	$	653,270,784
COMPOSITION OF NET ASSETS:
Paid-in capital	$	511,954,790
Accumulated net investment loss		(36,336	)
Accumulated net realized loss on investments		(23,154,451	)
Net unrealized appreciation on investments		164,506,781
Net Assets	$	653,270,784

See Notes to Financial Statements.

11

Statement of Assets and Liabilities (concluded)

November 30, 2010

Net assets by class:
Class A Shares	$	454,561,015
Class B Shares	$	43,821,851
Class C Shares	$	64,375,540
Class F Shares	$	11,050,984
Class I Shares	$	54,970,393
Class P Shares	$	8,476,889
Class R2 Shares	$	1,329,870
Class R3 Shares	$	14,684,242
Outstanding shares by class:
Class A Shares (100 million shares of common stock authorized, $.001 par value)		21,201,261
Class B Shares (30 million shares of common stock authorized, $.001 par value)		2,245,060
Class C Shares (20 million shares of common stock authorized, $.001 par value)		3,300,060
Class F Shares (30 million shares of common stock authorized, $.001 par value)		511,425
Class I Shares (30 million shares of common stock authorized, $.001 par value)		2,448,923
Class P Shares (20 million shares of common stock authorized, $.001 par value)		397,057
Class R2 Shares (30 million shares of common stock authorized, $.001 par value)		62,505
Class R3 Shares (30 million shares of common stock authorized, $.001 par value)		687,540
Net asset value, offering and redemption price per share (Net assets divided by outstanding shares):
Class A Shares-Net asset value		$21.44
Class A Shares-Maximum offering price (Net asset value plus sales charge of 5.75%)		$22.75
Class B Shares-Net asset value		$19.52
Class C Shares-Net asset value		$19.51
Class F Shares-Net asset value		$21.61
Class I Shares-Net asset value		$22.45
Class P Shares-Net asset value		$21.35
Class R2 Shares-Net asset value		$21.28
Class R3 Shares-Net asset value		$21.36

See Notes to Financial Statements.

12

Statement of Operations

For the Year Ended November 30, 2010

Investment income:
Dividends	$	5,188,635
Interest		239
Total investment income		5,188,874
Expenses:
Management fee		4,869,089
12b-1 distribution plan-Class A		1,493,530
12b-1 distribution plan-Class B		478,008
12b-1 distribution plan-Class C		634,094
12b-1 distribution plan-Class F		5,218
12b-1 distribution plan-Class P		40,032
12b-1 distribution plan-Class R2		6,232
12b-1 distribution plan-Class R3		40,276
Shareholder servicing		1,525,056
Fund administration		243,455
Subsidy (See Note 3)		117,059
Registration		82,767
Reports to shareholders		48,524
Professional		48,117
Directors’ fees		21,273
Custody		13,186
Other		25,055
Gross expenses		9,690,971
Expense reductions (See Note 7)		(608	)
Management fee waived (See Note 3)		(200,432	)
Net expenses		9,489,931
Net investment loss		(4,301,057	)
Net realized and unrealized gain:
Net realized gain on investments		79,678,229
Net change in unrealized appreciation/depreciation on investments		61,350,584
Net realized and unrealized gain		141,028,813
Net Increase in Net Assets Resulting From Operations	$	136,727,756

See Notes to Financial Statements.

13

Statements of Changes in Net Assets

INCREASE IN NET ASSETS	For the Year Ended November 30, 2010			For the Year Ended November 30, 2009
Operations:
Net investment loss	$	(4,301,057	)	$	(3,439,396	)
Net realized gain (loss) on investments		79,678,229			(72,411,670	)
Net change in unrealized appreciation/depreciation on investments		61,350,584			240,075,680
Net increase in net assets resulting from operations		136,727,756			164,224,614
Distributions to shareholders from:
Net realized gain
Class A		-			(14,340,844	)
Class B		-			(2,217,745	)
Class C		-			(2,091,932	)
Class F		-			(15,377	)
Class I		-			(971,934	)
Class P		-			(388,306	)
Class R2		-			(5,141	)
Class R3		-			(3,763	)
Total distributions to shareholders		-			(20,035,042	)
Capital share transactions (Net of share conversions) (See Note 11):
Net proceeds from sales of shares		100,440,597			98,858,879
Reinvestment of distributions		-			19,316,931
Cost of shares reacquired		(171,883,899	)		(138,574,482	)
Net decrease in net assets resulting from capital share transactions		(71,443,302	)		(20,398,672	)
Net increase in net assets		65,284,454			123,790,900
NET ASSETS:
Beginning of year	$	587,986,330		$	464,195,430
End of year	$	653,270,784		$	587,986,330
Accumulated net investment loss	$	(36,336	)	$	(34,660	)

See Notes to Financial Statements.

14

Financial Highlights

	Class A Shares
	Year Ended 11/30
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$17.13			$12.93			$23.84			$22.02			$21.15
Investment operations:
Net investment loss(a)		(.12	)		(.08	)		(.15	)		(.20	)		(.15	)
Net realized and unrealized gain (loss)		4.43			4.84			(7.91	)		4.01			1.67
Total from investment operations		4.31			4.76			(8.06	)		3.81			1.52
Distributions to shareholders from:
Net realized gain		—			(.56	)		(2.85	)		(1.99	)		(.65	)
Net asset value, end of year		$21.44			$17.13			$12.93			$23.84			$22.02
Total Return(b)		25.16	%		38.43	%		(38.34	)%		18.81	%		7.35	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.47	%		1.55	%		1.55	%		1.53	%		1.54	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.47	%		1.55	%		1.55	%		1.53	%		1.54	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.50	%		1.61	%		1.57	%		1.54	%		1.56	%
Net investment loss		(.61	)%		(.57	)%		(.79	)%		(.91	)%		(.70	)%
Supplemental Data:
Net assets, end of year (000)		$454,561			$414,930			$337,981			$613,735			$614,433
Portfolio turnover rate		103.81	%		80.21	%		123.95	%		101.25	%		159.86	%

^(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.

15

Financial Highlights (continued)

	Class B Shares
	Year Ended 11/30
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$15.70			$11.97			$22.41			$20.94			$20.27
Investment operations:
Net investment loss(a)		(.22	)		(.16	)		(.25	)		(.32	)		(.27	)
Net realized and unrealized gain (loss)		4.04			4.45			(7.34	)		3.78			1.59
Total from investment operations		3.82			4.29			(7.59	)		3.46			1.32
Distributions to shareholders from:
Net realized gain		—			(.56	)		(2.85	)		(1.99	)		(.65	)
Net asset value, end of year		$19.52			$15.70			$11.97			$22.41			$20.94
Total Return(b)		24.33	%		37.55	%		(38.73	)%		18.04	%		6.66	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		2.12	%		2.20	%		2.20	%		2.18	%		2.19	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		2.12	%		2.20	%		2.20	%		2.18	%		2.19	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		2.15	%		2.27	%		2.22	%		2.19	%		2.21	%
Net investment loss		(1.28	)%		(1.22	)%		(1.44	)%		(1.56	)%		(1.35	)%
Supplemental Data:
Net assets, end of year (000)		$43,822			$51,703			$48,147			$101,200			$100,741
Portfolio turnover rate		103.81	%		80.21	%		123.95	%		101.25	%		159.86	%

^(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.

16

Financial Highlights (continued)

	Class C Shares
	Year Ended 11/30
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$15.69			$11.96			$22.40			$20.93			$20.26
Investment operations:
Net investment loss(a)		(.22	)		(.16	)		(.25	)		(.32	)		(.27	)
Net realized and unrealized gain (loss)		4.04			4.45			(7.34	)		3.78			1.59
				��
Total from investment operations		3.82			4.29			(7.59	)		3.46			1.32
Distributions to shareholders from:
Net realized gain		—			(.56	)		(2.85	)		(1.99	)		(.65	)
Net asset value, end of year		$19.51			$15.69			$11.96			$22.40			$20.93
Total Return(b)		24.35	%		37.58	%		(38.75	)%		18.05	%		6.66	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		2.12	%		2.20	%		2.20	%		2.18	%		2.19	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		2.12	%		2.20	%		2.20	%		2.18	%		2.19	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		2.15	%		2.26	%		2.23	%		2.19	%		2.21	%
Net investment loss		(1.27	)%		(1.22	)%		(1.44	)%		(1.56	)%		(1.35	)%
Supplemental Data:
Net assets, end of year (000)		$64,376			$63,732			$45,385			$83,891			$79,485
Portfolio turnover rate		103.81	%		80.21	%		123.95	%		101.25	%		159.86	%

^(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.

17

Financial Highlights (continued)

	Class F Shares
	Year Ended 11/30									9/28/2007(a)to 11/30/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$17.22			$12.96			$23.85			$23.81
Investment operations:
Net investment loss(b)		(.06	)		(.05	)		(.09	)		(.03	)
Net realized and unrealized gain (loss)		4.45			4.87			(7.95	)		.07
Total from investment operations		4.39			4.82			(8.04	)		.04
Distributions to shareholders from:
Net realized gain		—			(.56	)		(2.85	)		—
Net asset value, end of period		$21.61			$17.22			$12.96			$23.85
Total Return(c)		25.49	%		38.82	%		(38.22	)%		.17	%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.21	%		1.30	%		1.30	%		.22	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.21	%		1.30	%		1.30	%		.22	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.24	%		1.34	%		1.36	%		.22	%(d)
Net investment loss		(.32	)%		(.35	)%		(.53	)%		(.14	)%(d)
Supplemental Data:
Net assets, end of period (000)		$11,051			$2,362			$359			$10
Portfolio turnover rate		103.81	%		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.

18

Financial Highlights (continued)

	Class I Shares
	Year Ended 11/30
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$17.87			$13.42			$24.56			$22.55			$21.57
Investment operations:
Net investment loss(a)		(.05	)		(.03	)		(.08	)		(.12	)		(.07	)
Net realized and unrealized gain (loss)		4.63			5.04			(8.21	)		4.12			1.70
Total from investment operations		4.58			5.01			(8.29	)		4.00			1.63
Distributions to shareholders from:
Net realized gain		—			(.56	)		(2.85	)		(1.99	)		(.65	)
Net asset value, end of year		$22.45			$17.87			$13.42			$24.56			$22.55
Total Return(b)		25.63	%		38.91	%		(38.12	)%		19.24	%		7.73	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.11	%		1.20	%		1.20	%		1.18	%		1.19	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.11	%		1.20	%		1.20	%		1.18	%		1.19	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.15	%		1.25	%		1.23	%		1.19	%		1.22	%
Net investment loss		(.25	)%		(.22	)%		(.41	)%		(.55	)%		(.32	)%
Supplemental Data:
Net assets, end of year (000)		$54,970			$42,775			$23,175			$17,965			$19,631
Portfolio turnover rate		103.81	%		80.21	%		123.95	%		101.25	%		159.86	%

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

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

See Notes to Financial Statements.

19

Financial Highlights (continued)

	Class P Shares
	Year Ended 11/30
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$17.07			$12.90			$23.82			$22.02			$21.17
Investment operations:
Net investment loss(a)		(.14	)		(.09	)		(.17	)		(.22	)		(.17	)
Net realized and unrealized gain (loss)		4.42			4.82			(7.90	)		4.01			1.67
Total from investment operations		4.28			4.73			(8.07	)		3.79			1.50
Distributions to shareholders from:
Net realized gain		—			(.56	)		(2.85	)		(1.99	)		(.65	)
Net asset value, end of year		$21.35			$17.07			$12.90			$23.82			$22.02
Total Return(b)		25.07	%		38.28	%		(38.42	)%		18.71	%		7.24	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.57	%		1.65	%		1.65	%		1.63	%		1.64	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.57	%		1.65	%		1.65	%		1.63	%		1.64	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.60	%		1.72	%		1.67	%		1.64	%		1.66	%
Net investment loss		(.73	)%		(.66	)%		(.88	)%		(1.01	)%		(.79	)%
Supplemental Data:
Net assets, end of year (000)		$8,477			$9,185			$8,945			$16,699			$15,856
Portfolio turnover rate		103.81	%		80.21	%		123.95	%		101.25	%		159.86	%

^(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 R2 Shares
	Year Ended 11/30									9/28/2007(a) to 11/30/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$17.04			$12.90			$23.83			$23.81
Investment operations:
Net investment loss(b)		(.16	)		(.13	)		(.16	)		(.05	)
Net realized and unrealized gain (loss)		4.40			4.83			(7.92	)		.07
Total from investment operations		4.24			4.70			(8.08	)		.02
Distributions to shareholders from:
Net realized gain		—			(.56	)		(2.85	)		—
Net asset value, end of period		$21.28			$17.04			$12.90			$23.83
Total Return(c)		24.88	%		38.04	%		(38.45	)%		.08	%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.71	%		1.80	%		1.75	%		.28	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.71	%		1.80	%		1.75	%		.28	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.75	%		1.83	%		1.81	%		.29	%(d)
Net investment loss		(.86	)%		(.84	)%		(.93	)%		(.20	)%(d)
Supplemental Data:
Net assets, end of period (000)		$1,330			$1,118			$119			$10
Portfolio turnover rate		103.81	%		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.

21

Financial Highlights (concluded)

	Class R3 Shares
	Year Ended 11/30									9/28/2007(a) to 11/30/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$17.09			$12.91			$23.84			$23.81
Investment operations:
Net investment loss(b)		(.13	)		(.12	)		(.14	)		(.04	)
Net realized and unrealized gain (loss)		4.40			4.86			(7.94	)		.07
Total from investment operations		4.27			4.74			(8.08	)		.03
Distributions to shareholders from:
Net realized gain		—			(.56	)		(2.85	)		—
Net asset value, end of period		$21.36			$17.09			$12.91			$23.84
Total Return(c)		24.99	%		38.33	%		(38.43	)%		.13	%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.60	%		1.70	%		1.65	%		.27	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.60	%		1.70	%		1.65	%		.27	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.64	%		1.72	%		1.70	%		.27	%(d)
Net investment loss		(.70	) %		(.76	)%		(.82	)%		(.18	)%(d)
Supplemental Data:
Net assets, end of period (000)		$14,684			$2,182			$85			$10
Portfolio turnover rate		103.81	%		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

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 and was 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 has 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”) in certain cases as follows: Class A shares purchased without a sales charge and redeemed before the first day of the month in which the one-year anniversary of the purchase falls (subject to certain exceptions as set forth in the Fund’s prospectus); Class B shares redeemed before the sixth anniversary of purchase; and Class C shares redeemed before the first anniversary of purchase. Class B shares will automatically convert to Class A shares on the 25^th day of the month (or, if the 25^th day is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted. The Fund’s Class P shares are closed to substantially all investors, with certain exceptions as set forth in the Fund’s prospectus. On March 31, 2010, the Fund no longer made Class B shares available for purchase.

The preparation of the 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 fair value.

(b) Security Transactions–Security transactions are recorded as of the date that the securities are purchased or sold (trade date). Realized gains and losses on sales of portfolio securities are calculated using the identified-cost method. Realized and unrealized gains (losses) are allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day.

23

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 and are included in interest income in the Statement of Operations. Withholding taxes on foreign dividends have been provided for in accordance with the applicable country’s tax rules and rates. Investment income is allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day.

(d) Income Taxes–It is the policy of 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, 2007 through November 30, 2010. 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 on the Fund’s Statement of Operations. The resultant exchange gains and losses upon settlement of such transactions are included in Net realized gain on investments 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, the Fund may incur a loss upon disposition of the securities.

(h) Fair Value Measurements–Fair value is defined as the price that the Fund would receive upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment.

24

Notes to Financial Statements (continued)

A three-tier hierarchy is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk—for example, the risk inherent in a particular valuation technique used to measure fair value (such as a pricing model) and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

• Level 1 - unadjusted quoted prices in active markets for identical investments;

• Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.); and

• Level 3 - significant unobservable inputs (including 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, 2010 in valuing the Fund’s investments carried at value:

Investment Type*	Level 1 (000)		Level 2 (000)		Level 3 (000)		Total (000)
Common Stocks	$	653,662	$	—	$	—	$	653,662
Total	$	653,662	$	—	$	—	$	653,662

* 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%

For fiscal year ended November 30, 2010, the effective management fee, net of waivers, was at an annualized rate of .77% of the Fund’s average daily net assets.

25

Notes to Financial Statements (continued)

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

Effective April 1, 2010 through March 31, 2011, Lord Abbett contractually agreed to waive all or a portion of its management fee and, if necessary, reimburse the Fund’s other expenses to the extent necessary so that the total net annual operating expenses for each class, excluding 12b-1 fees, do not exceed an annual rate of 1.10%. This agreement may be terminated only upon the approval of the Fund’s Board of Directors.

For the period December 1, 2009 through March 31, 2010, Lord Abbett voluntarily agreed to waive all or a portion of its management fee and, if necessary, reimburse the Fund’s other expenses to the extent necessary so that total annual operating expenses for each class, excluding 12b-1 fees, did not exceed an annual rate of 1.20%.

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 each Fund of Funds in proportion to the average daily value of the Underlying Fund shares owned by each Fund of Funds. Amounts paid pursuant to the Servicing Arrangement 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, 2010, 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 2.26%, 3.37% and 1.66%, 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 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.

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, 2010:

Distributor Commissions	Dealers’ Concessions
$99,200	$	547,381

26

Notes to Financial Statements (continued)

Distributor received CDSCs of $13,210 and $14,213 for Class A and Class C shares, respectively, for the fiscal year ended November 30, 2010.

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

The tax character of distributions paid during the fiscal years ended November 30, 2010 and 2009 was as follows:

	Year Ended 11/30/2010		Year Ended 11/30/2009
Distributions paid from:
Net long-term capital gains	$	—	$	20,035,042
Total distributions paid	$	—	$	20,035,042

As of November 30, 2010, the components of accumulated gains on a tax-basis were as follows:

Capital loss carryforwards*	$	(22,658,368	)
Temporary differences		(90,503	)
Unrealized gains – net		164,064,865
Total accumulated gains – net	$	141,315,994

* As of November 30, 2010, the capital loss carryforwards, along with the related expiration dates, were as follows:

2017		Total
	$22,658,368	$	22,658,368

As of November 30, 2010, the aggregate unrealized security gains and losses based on cost for U.S. federal income tax purposes were as follows:

Tax cost	$	489,597,253
Gross unrealized gain		166,708,379
Gross unrealized loss		(2,643,514	)
Net unrealized security gain	$	164,064,865

27

Notes to Financial Statements (continued)

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

Permanent items identified during the fiscal year ended November 30, 2010 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
$4,299,381	$	(3,484	)	$	(4,295,897	)

The permanent differences are 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, 2010 were as follows:

Purchases	Sales
$625,034,956	$	698,497,832

There were no purchases or sales of U.S. Government securities for the fiscal year ended November 30, 2010.

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 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 had 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 an arrangement with its transfer agent and custodian, whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund’s expenses.

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

28

Notes to Financial Statements (continued)

participating fund pays its pro rata share based on the net assets of each participating fund) was changed from .125% 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, which is included in Prepaid expenses and other assets on the Statement of Assets and Liabilities, and is amortized through Other expenses on the Statement of Operations over the annual period. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. As of November 30, 2010, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the fiscal year ended November 30, 2010.

On November 22, 2010 the Fund and certain other funds managed by Lord Abbett entered into a short term extension of the Facility through February 3, 2011.

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.

29

Notes to Financial Statements (continued)

11. SUMMARY OF CAPITAL TRANSACTIONS

Transactions in shares of capital stock were as follows:

	Year Ended November 30, 2010						Year Ended November 30, 2009
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		2,954,687		$	55,825,409			3,877,165		$	56,025,950
Converted from Class B*		406,020			7,658,205			381,746			5,359,380
Reinvestment of distributions		—			—			1,128,844			13,986,374
Shares reacquired		(6,382,181	)		(119,847,201	)		(7,305,370	)		(101,966,867	)
Decrease		(3,021,474	)	$	(56,363,587	)		(1,917,615	)	$	(26,595,163	)
Class B Shares
Shares sold		164,783		$	2,802,208			500,693		$	6,491,649
Reinvestment of distributions		—			—			182,332			2,082,099
Shares reacquired		(769,144	)		(13,327,711	)		(996,865	)		(12,853,743	)
Converted to Class A*		(444,512	)		(7,658,205	)		(415,128	)		(5,359,380	)
Decrease		(1,048,873	)	$	(18,183,708	)		(728,968	)	$	(9,639,375	)
Class C Shares
Shares sold		643,328		$	11,056,493			1,167,445		$	14,970,083
Reinvestment of distributions		—			—			164,095			1,872,334
Shares reacquired		(1,405,732	)		(24,092,411	)		(1,063,096	)		(13,396,122	)
Increase (decrease)		(762,404	)	$	(13,035,918	)		268,444		$	3,446,295
Class F Shares
Shares sold		447,344		$	8,658,142			134,213		$	1,705,435
Reinvestment of distributions		—			—			1,230			15,275
Shares reacquired		(73,101	)		(1,390,312	)		(25,922	)		(376,956	)
Increase		374,243		$	7,267,830			109,521		$	1,343,754
Class I Shares
Shares sold		228,641		$	4,305,691			781,303		$	11,958,450
Reinvestment of distributions		—			—			75,462			971,969
Shares reacquired		(173,266	)		(3,462,347	)		(190,229	)		(2,440,817	)
Increase		55,375		$	843,344			666,536		$	10,489,602
Class P Shares
Shares sold		107,715		$	2,045,506			185,954		$	2,730,598
Reinvestment of distributions		—			—			31,137			384,852
Shares reacquired		(248,560	)		(4,524,049	)		(372,475	)		(5,033,116	)
Decrease		(140,845	)	$	(2,478,543	)		(155,384	)	$	(1,917,666	)
Class R2 Shares
Shares sold		28,416		$	533,759			70,079		$	970,217
Reinvestment of distributions		—			—			21			265
Shares reacquired		(31,488	)		(584,683	)		(13,762	)		(188,809	)
Increase (decrease)		(3,072	)	$	(50,924	)		56,338		$	781,673

30

Notes to Financial Statements (concluded)

	Year Ended November 30, 2010						Year Ended November 30, 2009
Class R3 Shares	Shares			Amount			Shares			Amount
Shares sold		806,893		$	15,213,389			269,879		$	4,006,497
Reinvestment of distributions		—			—			304			3,763
Shares reacquired		(247,061	)		(4,655,185	)		(149,071	)		(2,318,052	)
Increase		559,832		$	10,558,204			121,112		$	1,692,208

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

31

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 Lord Abbett Growth Opportunities Fund, one of the portfolios constituting the Lord Abbett Research Fund, Inc. (the “Company”), as of November 30, 2010, the related statement 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, 2010, by correspondence with the custodian and brokers. 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, one of the portfolios of Lord Abbett Research Fund, Inc. as of November 30, 2010, 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 28, 2011

32

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 the investment adviser provides, 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 associated with Lord Abbett and are “interested persons” of the Company as defined in the Act. Mr. Dow and Ms. Foster are officers and 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 the Company	Principal Occupation and Other Directorships During Past Five Years
Robert S. Dow Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1945)	Director and Chairman since 1996	Principal Occupation: Senior Partner of Lord Abbett (since 2007) and was formerly Managing Partner (1996 - 2007) and Chief Investment Officer (1995 - 2007), joined Lord Abbett in 1972. Other Directorships: None.
Daria L. Foster Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1954)	Director and President since 2006	Principal Occupation: Managing Partner of Lord Abbett (since 2007), and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990. Other Directorships: None.

Independent Directors

The following Independent Directors also are 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 the Company	Principal Occupation and Other Directorships During Past Five Years
E. Thayer Bigelow Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1941)	Director since 1996	Principal Occupation: Managing General Partner, Bigelow Media, LLC (since 2000); Senior Adviser, Time Warner Inc. (1998 - 2000). Other Directorships: Currently serves as director of Crane Co. (since 1984) and Huttig Building Products Inc. (since 1998). Previously served as a director of R.H. Donnelley Inc. (2009 - 2010) and Adelphia Communications Inc. (2003 - 2007).

33

Basic Information About Management (continued)

Name, Address and Year of Birth	Current Position and Length of Service with the Company	Principal Occupation and Other Directorships During Past Five Years
Robert B. Calhoun, Jr. Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1942)	Director since 1998	Principal Occupation: Senior Advisor of Monitor Clipper Partners, a private equity investment fund (since 1997); President of Clipper Asset Management Corp. (1991 - 2009). Other Directorships: Previously served as a director of Avondale, Inc. (1991-2005) and Interstate Bakeries Corp. (1991 - 2008).
Evelyn E. Guernsey Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1955)	Director since 2011	Principal Occupation: CEO, Americas of J.P. Morgan Asset Management (2004 to 2010). Other Directorships: None.
Julie A. Hill Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1946)	Director since 2004	Principal Occupation: Owner and CEO of The Hill Company, a business consulting firm (since 1998). Other Directorships: Currently serves as director of WellPoint, Inc., a health benefits company (since 1994). Previously served as a director of Resources Connection, Inc., a consulting firm 2004 - 2007).
Franklin W. Hobbs Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2001	Principal Occupation: Advisor of One Equity Partners, a private equity firm (since 2004). Other Directorships: Currently serves as a director and Chairman of the Board of Ally Financial 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	Principal Occupation: Chairman of Spencer Stuart (U.S.), an executive search consulting firm (since 1996). Other Directorships: Currently serves as director of Ace, Ltd. (since 1997). Previously served as a director of Hewitt Associates, Inc. (2004 - 2010).
James L.L. Tullis Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2006	Principal Occupation: CEO of Tullis-Dickerson and Co. Inc., a venture capital management firm (since 1990). Other Directorships: Currently serves as director of Crane Co. (since 1998). Previously served as a director of Viacell Inc. (2003 - 2007).

34

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 also may be officers of the other Lord Abbett-sponsored funds and maintain offices at 90 Hudson Street, Jersey City, NJ 07302. Unless otherwise indicated, the position(s) and title(s) listed under the “Principal Occupation” column indicate each officer’s position(s) and title(s) with Lord Abbett.

Name and Year of Birth	Current Position with the 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 of Lord Abbett (since 2007), and was formerly Managing Partner (1996 - 2007) and Chief Investment Officer (1995 - 2007), joined Lord Abbett in 1972.
Daria L. Foster (1954)	President	Elected in 2006	Managing Partner of Lord Abbett (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.

35

Basic Information About Management (continued)

Name and Year of Birth	Current Position with the Company	Length of Service of Current Position	Principal Occupation During Past Five Years
John K. Forst (1960)	Vice President and Assistant Secretary	Elected in 2005	Deputy General Counsel, joined Lord Abbett in 2004.
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, rejoined 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	Partner and Director, 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	Partner and Senior Deputy General Counsel, joined Lord Abbett in 2007 and was formerly an Executive Vice President and the General Counsel at Cohen & Steers Capital Management, Inc. (1999 - 2007).

36

Basic Information About Management (concluded)

Name and Year of Birth	Current Position with the Company	Length of Service of Current Position	Principal Occupation During Past Five Years
Francis T. Timons (1969)	Vice President	Elected in 2010	Portfolio Manager, joined Lord Abbett in 2007 and was formerly a Research Analyst at Robert W. Baird & Co. (2004 - 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 the 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.

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-2-1110

(01/11)

2010

LORD ABBETT

ANNUAL

REPORT    

Lord Abbett

Classic Stock Fund

Small Cap Value Fund

For the fiscal year ended November 30, 2010

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, 2010

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 performance of the Lord Abbett Classic Stock Fund and Lord Abbett Small Cap Value Fund for the fiscal year ended November 30, 2010. 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

Classic Stock Fund

For the fiscal year ended November 30, 2010, the Fund returned 7.87%, reflecting performance at the net asset value (NAV) of Class A shares, with all distributions reinvested, compared to its benchmark, the Russell 1000^® Index¹, which returned 11.48% over the same period.

The broad market generally advanced during the beginning of 2010, peaked in April, and then entered a period of dramatic uncertainty. The United States experienced downward revisions to gross domestic product (GDP), a fear of deflation, and a need for additional monetary easing. We continue to seek out investments in high-quality companies that we believe are capable of maintaining their strong competitive positions in a moderately improving economic environment.

The Fund’s relative performance was hampered most by stock selection within financials. Bank of America Corp., a financial holdings company, was hurt by concerns over financial regulation and global uncertainty related to the exposure

1

of European banks to sovereign debt. The Fund’s overweight to the generally lackluster financials group also hurt performance relatively. Negative stock selection within the materials sector hampered relative performance, as shares of agricultural company Monsanto Co. fell amid growing generic competition from China in its Roundup chemical business. Shares of steel producer United States Steel Corp. were hurt midyear by concerns that the global economic slowdown would lower prices and profits for steel.

The largest contributor to performance during this period was a relative overweight to the strong performing consumer discretionary sector, along with positive stock selection. Casino resort Wynn Resorts, Inc. saw strong growth in its Macau property, coupled with a modest recovery in Las Vegas. Shares of Dick’s Sporting Goods, a seller of sports equipment, rose on same-store sales and stronger than expected third quarter earnings. Positive stock selection within the industrials sector also contributed to the Fund’s performance. Shares of Union Pacific Corp., a railroad operator, benefited from a recovery in business volume, as well as higher revenue.

Small Cap Value Fund

For the fiscal year ended November 30, 2010, the Fund returned 26.50%, reflecting performance at the NAV of Class A shares, with all distributions reinvested, compared to its benchmark, the Russell 2000^® Value Index,² which returned 23.66% over the same period.

Small cap companies performed well during the past year, with performance more than doubling the return of large cap companies. The small cap market segment (as measured by the Russell 2000^® Index³) returned 26.98%, versus the 11.48% return of the Russell 1000^® Index.¹ Small companies also beat mid-sized companies, with the Russell Midcap^® Index⁴ returning 24.04%.

Stock selection within the industrials and health care sectors contributed to the Fund’s performance for the year. Baldor Electric Co., an electrical components and equipment company within the industrials sector, announced an expectation for increased earnings and sales in the fiscal 2010 year, and strong demand helped the company’s revenues to increase by 11% in the first nine months. In addition, on November 30, 2010, ABB Ltd. announced that it would be acquiring Baldor Electric Co. at a 41% premium to the previous day’s closing price. Hexcel Corp., a company within the industrials sector that develops, manufactures, and markets composites, benefited from recovery and increased demand in its aerospace segments. Within the health care sector, HealthSpring, Inc., a managed care organization focused on Medicare Advantage plans, benefited from strong quarterly results over the past year. In August, the company announced that it will acquire Bravo Health, a private health care company.

Stock selection within the consumer staples sector detracted from performance for the fiscal year. Shares of Dean Foods

2

Co., a food and beverage company, fell after missing earnings expectations for fourth quarter 2009, first quarter 2010, and third quarter 2010. In addition, the company’s CFO announced his resignation in early November. Other notable detractors from overall performance were Wilmington Trust Corp. and Metals USA Holdings Corp. Shares of Wilmington Trust Corp., a financial holdings company within the financials sector, hit a 15-month high in mid-April, but fell due in part to increased loan provisions in the first two quarters of the year. Metals USA Holdings Corp., a fabricated products provider in the materials sector, was negatively affected by declining steel prices and weak demand.

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 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.

²  The Russell 2000^® Value Index measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values.

³  The Russell 2000^® Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 10% of the total market capitalization of the Russell 3000 Index.

⁴  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.

Unless otherwise specified, indexes reflect total return, with all dividends reinvested. Indexes are unmanaged, do not reflect the deduction of fees or expenses, and are not available for direct investment.

Important Performance and Other Information

Performance data quoted in the following pages 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 Funds 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 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 several classes of shares with distinct pricing options. For a full description of the differences in pricing alternatives, please see each Fund’s prospectus.

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

The views of the Funds’ management and the portfolio holdings described above are as of November 30, 2010; 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 Funds. 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 the Funds’ 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

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. During certain periods, expenses of the Fund have been waived or reimbursed by Lord Abbett; without such waiver or reimbursement of expenses, the Fund’s returns would have been lower. Past performance is no guarantee of future results.

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended November 30, 2010

	1 Year		5 Years		10 Years		Life of Class
Class A3		1.68%		1.58%		2.28%		–
Class B4		3.16%		1.95%		2.36%		–
Class C5		7.15%		2.12%		2.25%		–
Class F6		8.14%		–		–		-2.93%
Class I7		8.25%		3.16%		3.23%		–
Class P7		7.74%		2.69%		2.83%		–
Class R28		7.61%		–		–		-3.11%
Class R39		7.71%		–		–		-3.29%

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, 2010, 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, 2010

	1 Year		5 Years		10 Years		Life of Class
Class A3		19.20%		5.29%		10.93%		–
Class B4		21.64%		5.67%		11.01%		–
Class C5		25.64%		5.81%		10.86%		–
Class F6		26.75%		–		–		0.64%
Class I7		26.89%		6.88%		11.97%		–
Class P7		26.30%		6.39%		11.47%		–
Class R28		26.13%		–		–		4.16%
Class R39		26.22%		–		–		4.24%

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, 2010, 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, 2010 through November 30, 2010).

Actual Expenses

For each class of each Fund, the first line of the 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 6/1/10 – 11/30/10” 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 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

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†
	6/1/10		11/30/10		6/1/10 - 11/30/10
Class A
Actual	$	1,000.00	$	1,076.70	$	5.10
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.16	$	4.96
Class B
Actual	$	1,000.00	$	1,072.90	$	8.47
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.89	$	8.24
Class C
Actual	$	1,000.00	$	1,073.20	$	8.47
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.89	$	8.24
Class F
Actual	$	1,000.00	$	1,078.10	$	3.80
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,021.41	$	3.70
Class I
Actual	$	1,000.00	$	1,078.80	$	3.28
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,021.91	$	3.19
Class P
Actual	$	1,000.00	$	1,076.30	$	5.62
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.65	$	5.47
Class R2
Actual	$	1,000.00	$	1,075.70	$	6.40
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.91	$	6.23
Class R3
Actual	$	1,000.00	$	1,076.10	$	5.88
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.42	$	5.72

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (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, 1.23% for Class R2 and 1.13% 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, 2010

Sector*	%**		Sector*	%**
Consumer Discretionary		14.61%	Information Technology		18.70%
Consumer Staples		5.85%	Materials		8.36%
Energy		11.20%	Telecommunication Services		1.88%
Financials		16.57%	Utilities		1.18%
Health Care		8.90%	Short-Term Investment		2.89%
Industrials		9.86%	Total		100.00%

* 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†
	6/1/10		11/30/10		6/1/10 - 11/30/10
Class A
Actual	$	1,000.00	$	1,094.60	$	6.62
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.77	$	6.38
Class B
Actual	$	1,000.00	$	1,090.90	$	10.27
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.26	$	9.90
Class C
Actual	$	1,000.00	$	1,091.10	$	10.27
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.26	$	9.90
Class F
Actual	$	1,000.00	$	1,095.90	$	5.57
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.78	$	5.37
Class I
Actual	$	1,000.00	$	1,096.50	$	5.05
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.28	$	4.86
Class P
Actual	$	1,000.00	$	1,094.00	$	7.40
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.02	$	7.13
Class R2
Actual	$	1,000.00	$	1,092.80	$	8.13
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.30	$	7.84
Class R3
Actual	$	1,000.00	$	1,093.80	$	7.61
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.78	$	7.33

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.26% for Class A, 1.96% for Classes B and C, 1.06% for Class F, 0.96% for Class I, 1.41% for Class P, 1.55% for Class R2 and 1.45% 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, 2010

Sector*	%**		Sector*	%**
Consumer Discretionary		11.82%	Information Technology		13.04%
Consumer Staples		1.35%	Materials		12.23%
Energy		4.75%	Utilities		0.93%
Financials		15.80%	Short-Term Investment		2.99%
Health Care		9.27%	Total		100.00%
Industrials		27.82%

* A sector may comprise several industries.

** Represents percent of total investments.

8

Schedule of Investments

CLASSIC STOCK FUND November 30, 2010

Investments	Shares		Value (000)
COMMON STOCKS 97.05%
Aerospace & Defense 2.67%
Boeing Co. (The)		9,996	$	637
Goodrich Corp.		71,200		6,107
Honeywell International, Inc.		143,500		7,133
Precision Castparts Corp.		50,600		6,986
United Technologies Corp.		106,900		8,046
Total				28,909
Airlines 0.49%
AMR Corp.*		613,500		5,252
Automobiles 0.47%
General Motors Co.*		147,743		5,053
Beverages 2.32%
Coca-Cola Co. (The)		189,900		11,996
PepsiCo, Inc.		202,700		13,101
Total				25,097
Biotechnology 2.68%
Amgen, Inc.*		228,900		12,061
Celgene Corp.*		91,300		5,421
Gilead Sciences, Inc.*		59,724		2,180
Human Genome Sciences, Inc.*		296,600		7,276
Vertex Pharmaceuticals, Inc.*		61,000		2,021
Total				28,959
Capital Markets 4.82%
Bank of New York Mellon Corp. (The)		103,118		2,783
Franklin Resources, Inc.		48,300		5,511
Goldman Sachs Group, Inc. (The)		131,000		20,454
Morgan Stanley		372,000		9,099
State Street Corp.		134,300		5,802
T. Rowe Price Group, Inc.		144,400		8,423
Total				52,072

Investments	Shares		Value (000)
Chemicals 5.60%
Albemarle Corp.		96,900	$	5,241
Celanese Corp. Series A		155,500		5,754
CF Industries Holdings, Inc.		37,600		4,541
Dow Chemical Co. (The)		347,500		10,835
E.I. du Pont de Nemours & Co.		107,600		5,056
LyondellBasell Industries NV Class A (Netherlands)*(a)		111,000		3,242
Monsanto Co.		167,445		10,033
Mosaic Co. (The)		32,400		2,191
Potash Corp. of Saskatchewan, Inc. (Canada)(a)		95,300		13,699
Total				60,592
Commercial Banks 4.36%
Fifth Third Bancorp		687,800		8,219
PNC Financial Services Group, Inc. (The)		143,300		7,717
Regions Financial Corp.		812,200		4,370
SunTrust Banks, Inc.		182,600		4,266
U.S. Bancorp		332,000		7,895
Wells Fargo & Co.		538,700		14,658
Total				47,125
Communications Equipment 2.51%
Cisco Systems, Inc.*		632,800		12,124
QUALCOMM, Inc.		320,500		14,980
Total				27,104
Computers & Peripherals 6.37%
Apple, Inc.*		125,300		38,987
Compellent Technologies, Inc.*		109,700		2,852
Dell, Inc.*		682,100		9,017
EMC Corp.*		239,900		5,155
Hewlett-Packard Co.		186,968		7,840
Isilon Systems, Inc.*		89,000		3,004

See Notes to Financial Statements.

9

Schedule of Investments (continued)

CLASSIC STOCK FUND November 30, 2010

Investments	Shares		Value (000)
Computers & Peripherals (continued)
SMART Technologies, Inc. Class A (Canada)*(a)		201,700	$	1,993
Total				68,848
Consumer Finance 0.85%
Capital One Financial Corp.		248,000		9,233
Diversified Financial Services 4.38%
Bank of America Corp.		1,624,748		17,791
Citigroup, Inc.*		2,168,900		9,109
JPMorgan Chase & Co.		546,228		20,418
Total				47,318
Diversified Telecommunication Services 1.87%
AT&T, Inc.		366,402		10,182
CenturyLink, Inc.		136,400		5,864
Verizon Communications, Inc.		131,700		4,216
Total				20,262
Electric: Utilities 0.52%
NextEra Energy, Inc.		60,932		3,084
Progress Energy, Inc.		57,800		2,525
Total				5,609
Electrical Equipment 0.76%
Emerson Electric Co.		149,278		8,221
Electronic Equipment, Instruments & Components 0.53%
Corning, Inc.		77,103		1,362
Dolby Laboratories, Inc. Class A*		69,600		4,405
Total				5,767
Energy Equipment & Services 2.97%
Schlumberger Ltd.		352,075		27,229
Weatherford International Ltd. (Switzerland)*(a)		241,600		4,931
Total				32,160

Investments	Shares		Value (000)
Food & Staples Retailing 0.87%
CVS Caremark Corp.		183,548	$	5,690
Wal-Mart Stores, Inc.		69,000		3,732
Total				9,422
Food Products 0.66%
Kellogg Co.		51,600		2,540
Kraft Foods, Inc. Class A		150,800		4,562
Total				7,102
Health Care Equipment & Supplies 0.51%
Baxter International, Inc.		114,587		5,563
Health Care Providers & Services 1.95%
Express Scripts, Inc.*		264,900		13,799
Medco Health Solutions, Inc.*		119,502		7,328
Total				21,127
Health Care Technology 0.04%
athenahealth, Inc.*		11,100		455
Hotels, Restaurants & Leisure 6.72%
Boyd Gaming Corp.*		179,700		1,607
Carnival Corp. Unit		301,700		12,463
Darden Restaurants, Inc.		81,800		4,004
Hyatt Hotels Corp. Class A*		98,975		4,143
Marriott International, Inc. Class A		447,678		17,553
MGM Resorts International*		763,400		9,336
Royal Caribbean Cruises Ltd.*		74,800		3,011
Starwood Hotels & Resorts Worldwide, Inc.		168,100		9,555
Wynn Resorts Ltd.		108,200		10,939
Total				72,611
Household Products 1.73%
Colgate-Palmolive Co.		48,655		3,725
Procter & Gamble Co. (The)		245,297		14,980
Total				18,705

See Notes to Financial Statements.

10

Schedule of Investments (continued)

CLASSIC STOCK FUND November 30, 2010

Investments	Shares		Value (000)
Industrial Conglomerates 1.06%
General Electric Co.		722,800	$	11,442
Information Technology Services 0.30%
MasterCard, Inc. Class A		13,700		3,247
Insurance 1.32%
MetLife, Inc.		182,900		6,978
Prudential Financial, Inc.		143,500		7,273
Total				14,251
Internet & Catalog Retail 0.12%
Amazon.com, Inc.*		7,100		1,245
Internet Software & Services 2.00%
Akamai Technologies, Inc.*		8,800		459
Google, Inc. Class A*		38,100		21,173
Total				21,632
Machinery 1.65%
Eaton Corp.		72,900		7,028
Parker Hannifin Corp.		134,800		10,815
Total				17,843
Media 2.42%
Interpublic Group of Cos., Inc. (The)*		982,900		10,468
Time Warner, Inc.		193,200		5,697
Walt Disney Co. (The)		273,137		9,972
Total				26,137
Metals & Mining 2.75%
Barrick Gold Corp. (Canada)(a)		104,500		5,397
Freeport-McMoRan Copper & Gold, Inc.		97,065		9,835
Newmont Mining Corp.		119,000		7,001
United States Steel Corp.		153,500		7,462
Total				29,695

Investments	Shares		Value (000)
Multi-Line Retail 3.12%
J.C. Penney Co., Inc.		192,000	$	6,388
Kohl’s Corp.*		112,300		6,336
Macy’s, Inc.		220,900		5,673
Target Corp.		269,200		15,328
Total				33,725
Multi-Utilities 0.66%
Dominion Resources, Inc.		86,500		3,592
PG&E Corp.		75,200		3,529
Total				7,121
Oil, Gas & Consumable Fuels 8.22%
Apache Corp.		72,700		7,825
BP plc ADR		36,500		1,460
Chevron Corp.		118,900		9,627
Continental Resources, Inc.*		77,000		4,116
Devon Energy Corp.		67,661		4,775
EOG Resources, Inc.		57,100		5,079
Exxon Mobil Corp.		248,315		17,273
Hess Corp.		204,900		14,353
Marathon Oil Corp.		33,900		1,135
Occidental Petroleum Corp.		81,700		7,203
Petrohawk Energy Corp.*		76,400		1,362
Range Resources Corp.		35,500		1,491
Southwestern Energy Co.*		80,100		2,900
Suncor Energy, Inc. (Canada)(a)		306,493		10,301
Total				88,900
Pharmaceuticals 3.71%
Abbott Laboratories		133,000		6,186
Johnson & Johnson		235,700		14,507
Merck & Co., Inc.		148,300		5,112
Pfizer, Inc.		876,100		14,272
Total				40,077

See Notes to Financial Statements.

11

Schedule of Investments (concluded)

CLASSIC STOCK FUND November 30, 2010

Investments	Shares		Value (000)
Professional Services 1.08%
Monster Worldwide, Inc.*		517,304	$	11,681
Real Estate Investment Trusts 0.84%
Host Hotels & Resorts, Inc.		552,161		9,100
Road & Rail 2.14%
Hertz Global Holdings, Inc.*		436,700		5,354
Union Pacific Corp.		197,900		17,833
Total				23,187
Semiconductors & Semiconductor Equipment 2.54%
Broadcom Corp. Class A		110,000		4,894
Intel Corp.		549,800		11,612
Micron Technology, Inc.*		821,800		5,966
Texas Instruments, Inc.		157,500		5,009
Total				27,481
Software 4.43%
Activision Blizzard, Inc.		912,926		10,718
Adobe Systems, Inc.*		358,253		9,934
Microsoft Corp.		312,800		7,886
Oracle Corp.		288,300		7,796
Shanda Games Ltd. ADR*		59,100		331
VMware, Inc. Class A*		138,300		11,274
Total				47,939
Specialty Retail 1.77%
Best Buy Co., Inc.		58,500		2,499
Dick’s Sporting Goods, Inc.*		401,125		13,722
Home Depot, Inc. (The)		96,900		2,927
Total				19,148
Tobacco 0.27%
Altria Group, Inc.		119,500		2,868
Total Common Stocks (cost $843,112,980)				1,049,285

Investments	Principal Amount (000)		Value (000)
SHORT-TERM INVESTMENT 2.89%
Repurchase Agreement
Repurchase Agreement dated 11/30/2010, 0.03% due 12/1/2010 with Fixed Income Clearing Corp. collateralized by $31,990,000 of Federal Home Loan Mortgage Corp. at 0.515% due 11/26/2012; value: $31,910,025; proceeds: $31,279,825 (cost $31,279,799)	$	31,280	$	31,280
Total Investments in Securities 99.94% (cost $874,392,779)				1,080,565
Other Assets in Excess of Liabilities 0.06%				625
Net Assets 100.00%			$	1,081,190

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, 2010

Investments	Shares		Value (000)
COMMON STOCKS 97.33%
Aerospace & Defense 4.94%
AAR Corp.*		1,186,264	$	29,135
Curtiss-Wright Corp.		1,460,405		45,375
Hexcel Corp.*		4,424,673		75,883
Moog, Inc. Class A*		865,262		31,894
Total				182,287
Air Freight & Logistics 3.05%
Atlas Air Worldwide Holdings, Inc.*		764,700		41,722
Hub Group, Inc. Class A*		1,092,701		35,655
UTi Worldwide, Inc.		1,831,400		35,254
Total				112,631
Automobiles 0.84%
Thor Industries, Inc.		1,048,600		30,965
Building Products 0.12%
Quanex Building Products Corp.		258,873		4,282
Capital Markets 0.87%
KBW, Inc.		1,379,300		32,027
Chemicals 6.73%
Arch Chemicals, Inc.		37,662		1,308
Cabot Corp.		2,256,100		80,768
Ferro Corp.*		3,796,800		54,180
Koppers Holdings, Inc.(a)		1,271,100		36,353
Olin Corp.(a)		4,145,000		75,729
Total				248,338
Commercial Banks 7.97%
City National Corp.		665,100		35,729
Columbia Banking System, Inc.		1,671,676		29,154
Cullen/Frost Bankers, Inc.		317,100		16,978
CVB Financial Corp.		4,072,900		32,054
First Financial Bancorp		1,770,200		29,244

Investments	Shares		Value (000)
PacWest Bancorp		1,395,900	$	23,730
Signature Bank*		814,574		35,801
Susquehanna Bancshares, Inc.		3,553,300		28,604
SVB Financial Group*		601,600		27,030
Texas Capital Bancshares, Inc.*(a)		1,895,554		35,788
Total				294,112
Commercial Services & Supplies 0.74%
Korn/Ferry International*		1,572,400		27,234
Computers & Peripherals 1.17%
QLogic Corp.*		2,412,300		43,156
Construction & Engineering 2.56%
Chicago Bridge & Iron Co. NV (Netherlands)*(b)		2,269,500		64,250
EMCOR Group, Inc.*		81,000		2,171
Granite Construction, Inc.		1,111,752		28,205
Total				94,626
Containers & Packaging 1.96%
AptarGroup, Inc.		407,900		18,629
Greif, Inc. Class A		594,387		34,736
Silgan Holdings, Inc.		552,454		18,916
Total				72,281
Electrical Equipment 2.55%
Baldor Electric Co.		805,198		50,977
II-VI, Inc.*		498,315		20,346
Regal Beloit Corp.		373,100		22,759
Total				94,082
Electronic Equipment, Instruments & Components 7.33%
Anixter International, Inc.		853,302		47,674
Coherent, Inc.*		895,800		37,006
Elster Group SE ADR*		1,030,228		16,309

See Notes to Financial Statements.

13

Schedule of Investments (continued)

SMALL CAP VALUE FUND November 30, 2010

Investments	Shares		Value (000)
Electronic Equipment, Instruments & Components (continued)
Littelfuse, Inc.		1,046,534	$	48,423
Plexus Corp.*		1,689,872		45,855
Rogers Corp.*(a)		987,435		32,575
ScanSource, Inc.*(a)		1,467,725		42,814
Total				270,656
Energy Equipment & Services 3.37%
Bristow Group, Inc.*		962,844		42,278
Key Energy Services, Inc.*		3,327,400		34,272
Superior Energy Services, Inc.*		1,438,498		48,031
Total				124,581
Food Products 0.94%
Dean Foods Co.*		1,517,300		11,031
Dole Food Co., Inc.*		2,501,600		23,690
Total				34,721
Gas Utilities 0.94%
New Jersey Resources Corp.		466,800		20,124
UGI Corp.		487,200		14,455
Total				34,579
Health Care Equipment & Supplies 4.38%
American Medical Systems Holdings, Inc.*		1,664,600		29,846
Cooper Cos., Inc. (The)		542,000		28,997
Greatbatch, Inc.*		759,100		16,632
Haemonetics Corp.*		528,600		31,076
Integra LifeSciences Holdings*		393,077		17,048
Invacare Corp.		1,408,500		38,015
Total				161,614
Health Care Providers & Services 3.69%
Centene Corp.*		1,089,724		25,336
Gentiva Health Services, Inc.*		1,342,650		30,854

Investments	Shares		Value (000)
Healthspring, Inc.*		2,019,000	$	54,170
Owens & Minor, Inc.		920,416		26,002
Total				136,362
Hotels, Restaurants & Leisure 2.40%
Cracker Barrel Old Country Store, Inc.		498,000		26,225
Gaylord Entertainment Co.*		723,492		24,837
Orient-Express Hotels Ltd. Class A*		3,234,500		37,423
Total				88,485
Information Technology Services 0.97%
MAXIMUS, Inc.		590,200		35,825
Insurance 1.99%
Alterra Capital Holdings Ltd.		1,716,180		34,907
Navigators Group, Inc. (The)*		782,600		38,731
Total				73,638
Internet & Catalog Retail 0.76%
NutriSystem, Inc.(a)		1,363,100		28,175
Machinery 5.05%
Donaldson Co., Inc.		464,400		25,212
EnPro Industries, Inc.*		610,600		22,379
Kaydon Corp.		604,300		21,138
Kennametal, Inc.		1,062,300		35,927
Robbins & Myers, Inc.		445,900		13,827
WABCO Holdings, Inc.*		821,600		40,834
Watts Water Technologies, Inc. Class A		828,300		26,961
Total				186,278
Marine 1.43%
Kirby Corp.*		1,183,300		52,858
Metals & Mining 3.58%
Commercial Metals Co.		1,280,000		19,674

See Notes to Financial Statements.

14

Schedule of Investments (continued)

SMALL CAP VALUE FUND November 30, 2010

Investments	Shares		Value (000)
Metals & Mining (continued)
Compass Minerals International, Inc.		445,300	$	36,782
Reliance Steel & Aluminum Co.		1,090,900		48,491
RTI International Metals, Inc.*		727,022		20,626
Schnitzer Steel Industries, Inc. Class A		117,150		6,688
Total				132,261
Multi-Line Retail 0.81%
Big Lots, Inc.*		975,700		29,905
Oil, Gas & Consumable Fuels 1.39%
Forest Oil Corp.*		754,000		25,802
SandRidge Energy, Inc.*		4,932,807		25,453
Total				51,255
Personal Products 0.42%
Herbalife Ltd.		224,900		15,435
Pharmaceuticals 1.22%
Par Pharmaceutical Cos., Inc.*		1,258,800		45,229
Professional Services 2.02%
FTI Consulting, Inc.*		847,100		30,191
TrueBlue, Inc.*(a)		2,698,700		44,475
Total				74,666
Real Estate Investment Trusts 2.02%
Alexandria Real Estate Equities, Inc.		375,100		25,038
Entertainment Properties Trust		1,072,400		49,652
Total				74,690
Road & Rail 3.12%
Genesee & Wyoming, Inc. Class A*		614,526		29,184
Heartland Express, Inc.		2,917,014		45,068
Knight Transportation, Inc.		1,249,000		24,081

Investments	Shares		Value (000)
Werner Enterprises, Inc.		775,600	$	16,737
Total				115,070
Semiconductors & Semiconductor Equipment 2.81%
Atheros Communications, Inc.*		632,000		20,578
Cabot Microelectronics Corp.*		975,400		38,499
Diodes, Inc.*		769,752		19,013
Teradyne, Inc.*		2,166,300		25,692
Total				103,782
Software 0.80%
Jack Henry & Associates, Inc.		715,800		19,570
Rovi Corp.*		183,403		10,118
Total				29,688
Specialty Retail 7.05%
Aeropostale, Inc.*		1,056,100		28,546
Children’s Place Retail Stores, Inc. (The)*		713,500		37,038
Dress Barn, Inc. (The)*		1,249,461		30,862
J. Crew Group, Inc.*		391,500		17,116
Jos. A. Bank Clothiers, Inc.*		616,100		27,749
Pacific Sunwear of California, Inc.*(a)		5,868,640		36,914
Penske Automotive Group, Inc.*		1,238,632		18,691
Rent-A-Center, Inc.		1,554,400		43,274
Talbots, Inc. (The)*		1,760,100		20,241
Total				260,431
Thrifts & Mortgage Finance 3.00%
Danvers Bancorp, Inc.(a)		1,355,600		20,673
MGIC Investment
Corp.*		4,280,891		36,473
People’s United Financial, Inc.		2,193,548		27,178
Washington Federal, Inc.		1,794,400		26,485
Total				110,809

See Notes to Financial Statements.

15

Schedule of Investments (concluded)

SMALL CAP VALUE FUND November 30, 2010

Investments	Shares		Value (000)
Trading Companies & Distributors 2.34%
GATX Corp.		1,145,250	$	37,988
MSC Industrial Direct Co., Inc. Class A		376,900		22,667
TAL International Group, Inc.		905,000		25,639
Total				86,294
Total Common Stocks (cost $2,864,495,675)				3,593,308

Investments	Principal Amount (000)		Value (000)
SHORT-TERM INVESTMENT 3.00%
Repurchase Agreement
Repurchase Agreement dated 11/30/2010, 0.03% due 12/1/2010 with Fixed Income Clearing Corp. collateralized by $5,870,000 of Federal Home Loan Bank at 0.70% due 11/16/2012 and $107,195,000 of Federal Home Loan Mortgage Corp. at 0.515% due 11/26/2012; value: $112,804,350; proceeds: $110,591,410 (cost $110,591,318)	$	110,591		110,591
Total Investments in Securities 100.33% (cost $2,975,086,993)				3,703,899
Liabilities in Excess of Other Assets (0.33%)				(12,148	)
Net Assets 100.00%			$	3,691,751

*	Non-income producing security.
(a)	Affiliated issuer (holding represents 5% or more of the underlying issuer’s outstanding voting shares). (See Note 9).
(b)	Foreign security traded in U.S. dollars.

See Notes to Financial Statements.

16

Statements of Assets and Liabilities

November 30, 2010

	Classic Stock Fund			Small Cap Value Fund
ASSETS:
Investments in unaffiliated issuers, at cost	$	874,392,779		$	2,659,402,140
Investments in affiliated issuers, at cost		–			315,684,853
Investments in unaffiliated issuers, at value	$	1,080,564,899		$	3,350,402,410
Investments in affiliated issuers, at value		–			353,496,188
Receivables:
Interest and dividends		2,730,069			4,067,791
Investment securities sold		3,099,945			1,675,817
Capital shares sold		803,092			5,151,141
From advisor (See Note 3)		274,497			–
Prepaid expenses and other assets		44,782			106,419
Total assets		1,087,517,284			3,714,899,766
LIABILITIES:
Payables:
Investment securities purchased		4,097,702			6,673,401
Capital shares reacquired		893,395			12,269,821
Management fee		624,913			2,197,661
12b-1 distribution fees		273,148			619,066
Directors’ fees		117,722			395,784
Fund administration		35,927			120,884
To affiliates (See Note 3)		34,368			21,461
Accrued expenses and other liabilities		249,611			850,332
Total liabilities		6,326,786			23,148,410
NET ASSETS	$	1,081,190,498		$	3,691,751,356
COMPOSITION OF NET ASSETS:
Paid-in capital	$	1,001,515,442		$	3,292,915,470
Undistributed net investment income		4,470,985			3,055,553
Accumulated net realized loss on investments and foreign currency related transactions		(130,968,049	)		(333,031,272	)
Net unrealized appreciation on investments		206,172,120			728,811,605
Net Assets	$	1,081,190,498		$	3,691,751,356

See Notes to Financial Statements.

17

Statements of Assets and Liabilities (concluded)

November 30, 2010

	Classic Stock Fund		Small Cap Value Fund
Net assets by class:
Class A Shares	$	569,479,425	$	1,608,845,738
Class B Shares	$	35,937,037	$	14,612,033
Class C Shares	$	87,125,748	$	46,980,280
Class F Shares	$	45,605,017	$	27,235,926
Class I Shares	$	328,620,194	$	1,692,836,621
Class P Shares	$	3,107,343	$	295,973,396
Class R2 Shares	$	1,748,685	$	77,861
Class R3 Shares	$	9,567,049	$	5,189,501
Outstanding shares by class:
Class A Shares (200 million and 300 million shares of common stock authorized, respectively, $.001 par value)		20,579,122		55,603,697
Class B Shares (30 million shares of common stock authorized per Fund, $.001 par value)		1,364,683		582,431
Class C Shares (20 million shares of common stock authorized per Fund, $.001 par value)		3,301,054		1,868,804
Class F Shares (30 million shares of common stock authorized per Fund, $.001 par value)		1,651,242		942,523
Class I Shares (30 million and 200 million shares of common stock authorized, respectively, $.001 par value)		11,829,957		55,202,853
Class P Shares (20 million and 50 million shares of common stock authorized, respectively, $.001 par value)		111,865		10,341,737
Class R2 Shares (30 million shares of common stock authorized per Fund, $.001 par value)		63,460		2,711
Class R3 Shares (30 million shares of common stock authorized per Fund, $.001 par value)		348,952		180,868
Net asset value, offering and redemption price per share (Net assets divided by outstanding shares):
Class A Shares-Net asset value		$27.67		$28.93
Class A shares-Maximum offering price (Net asset value plus sales charge of 5.75%)		$29.36		$30.69
Class B Shares-Net asset value		$26.33		$25.09
Class C Shares-Net asset value		$26.39		$25.14
Class F Shares-Net asset value		$27.62		$28.90
Class I Shares-Net asset value		$27.78		$30.67
Class P Shares-Net asset value		$27.78		$28.62
Class R2 Shares-Net asset value		$27.56		$28.72
Class R3 Shares-Net asset value		$27.42		$28.69

See Notes to Financial Statements.

18

Statements of Operations

For the Year Ended November 30, 2010

	Classic Stock Fund			Small Cap Value Fund
Investment income:
Dividends from unaffiliated issuers (net of foreign withholding taxes of $22,709 and $0, respectively)	$	14,584,847		$	39,573,630
Dividends from affiliated issuers		–			2,605,283
Interest		3,372			16,419
Total investment income		14,588,219			42,195,332
Expenses:
Management fee		7,246,431			24,778,021
12b-1 distribution plan-Class A		2,016,159			4,647,057
12b-1 distribution plan-Class B		413,671			156,315
12b-1 distribution plan-Class C		883,470			474,870
12b-1 distribution plan-Class F		35,515			23,207
12b-1 distribution plan-Class P		15,355			1,289,298
12b-1 distribution plan-Class R2		7,147			473
12b-1 distribution plan-Class R3		34,181			18,643
Shareholder servicing		1,343,896			5,039,203
Professional		49,767			66,513
Reports to shareholders		89,329			147,816
Fund administration		415,319			1,358,744
Custody		20,033			52,091
Directors’ fees		36,419			118,018
Registration		131,636			136,050
Subsidy (See Note 3)		505,369			335,440
Other		42,193			116,684
Gross expenses		13,285,890			38,758,443
Expense reductions (See Note 7)		(905	)		(3,972	)
Management fee waived and expenses reimbursed (See Note 3)		(3,338,218	)		–
Net expenses		9,946,767			38,754,471
Net investment income		4,641,452			3,440,861
Net realized and unrealized gain (loss):
Net realized gain (loss) on investments and foreign currency related transactions in unaffiliated issuers		(6,353,262	)		297,030,582
Net realized loss from investments in affiliated issuers		–			(6,986,544	)
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies		81,821,955			485,527,770
Net realized and unrealized gain		75,468,693			775,571,808
Net Increase in Net Assets Resulting From Operations	$	80,110,145		$	779,012,669

See Notes to Financial Statements.

19

Statements of Changes in Net Assets

	Classic Stock Fund
INCREASE IN NET ASSETS	For the Year Ended November 30, 2010			For the Year Ended November 30, 2009
Operations:
Net investment income	$	4,641,452		$	7,108,820
Net realized loss on investments and foreign currency related transactions		(6,353,262	)		(98,307,655	)
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies		81,821,955			290,175,757
Net increase in net assets resulting from operations		80,110,145			198,976,922
Distributions to shareholders from:
Net investment income
Class A		(3,655,628	)		(5,401,756	)
Class B		(17,245	)		(94,166	)
Class C		(111,594	)		(213,419	)
Class F		(92,128	)		(35,711	)
Class I		(2,438,608	)		(2,611,149	)
Class P		(20,518	)		(42,070	)
Class R2		(4,815	)		(92	)
Class R3		(17,121	)		(4,089	)
Total distributions to shareholders		(6,357,657	)		(8,402,452	)
Capital share transactions (Net of share conversions) (See Note 12):
Net proceeds from sales of shares		237,299,674			242,152,444
Reinvestment of distributions		6,102,899			8,077,468
Cost of shares reacquired		(249,911,507	)		(211,925,344	)
Net increase (decrease) in net assets resulting from capital share transactions		(6,508,934	)		38,304,568
Net increase in net assets		67,243,554			228,879,038
NET ASSETS:
Beginning of year	$	1,013,946,944		$	785,067,906
End of year	$	1,081,190,498		$	1,013,946,944
Undistributed net investment income	$	4,470,985		$	6,184,524

See Notes to Financial Statements.

20

Statements of Changes in Net Assets (concluded)

	Small Cap Value Fund
INCREASE IN NET ASSETS	For the Year Ended November 30, 2010			For the Year Ended November 30, 2009
Operations:
Net investment income	$	3,440,861		$	216,948
Net realized gain (loss) on investments in affiliated and unaffiliated issuers		290,044,038			(425,696,239	)
Net change in unrealized appreciation/depreciation on investments		485,527,770			1,032,699,640
Net increase in net assets resulting from operations		779,012,669			607,220,349
Distributions to shareholders from:
Net investment income		–
Class A		–			(3,137,149	)
Class B		–			–
Class C		–			–
Class F		–			(9,246	)
Class I		–			(6,356,879	)
Class P		–			(167,693	)
Class R2		–			(33	)
Class R3		–			(6,917	)
Total distributions to shareholders		–			(9,677,917	)
Capital share transactions (Net of share conversions) (See Note 12):
Net proceeds from sales of shares		727,415,003			543,109,742
Reinvestment of distributions		–			8,991,931
Cost of shares reacquired		(788,411,184	)		(637,215,260	)
Net decrease in net assets resulting from capital share transactions		(60,996,181	)		(85,113,587	)
Net increase in net assets		718,016,488			512,428,845
NET ASSETS:
Beginning of year	$	2,973,734,868		$	2,461,306,023
End of year	$	3,691,751,356		$	2,973,734,868
Undistributed (distributions in excess of) net investment income	$	3,055,553		$	(346,059	)

See Notes to Financial Statements.

21

Financial Highlights

CLASSIC STOCK FUND

	Class A Shares
	Year Ended 11/30
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$25.81			$20.90			$32.95			$30.64			$28.66
Investment operations:
Net investment income(a)		.11			.18			.21			.16			.18
Net realized and unrealized gain (loss)		1.91			4.95			(9.98	)		3.40			3.00
Total from investment operations		2.02			5.13			(9.77	)		3.56			3.18
Distributions to shareholders from:
Net investment income		(.16	)		(.22	)		(.15	)		(.17	)		(.10	)
Net realized gain		–			–			(2.13	)		(1.08	)		(1.10	)
Total distributions		(.16	)		(.22	)		(2.28	)		(1.25	)		(1.20	)
Net asset value, end of year		$27.67			$25.81			$20.90			$32.95			$30.64
Total Return(b)		7.87	%		24.84	%		(31.78	)%		12.05	%		11.50	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.98	%		1.15	%		1.30	%		1.30	%		1.30	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		.98	%		1.15	%		1.30	%		1.30	%		1.30	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.30	%		1.37	%		1.33	%		1.31	%		1.33	%
Net investment income		.42	%		.84	%		.77	%		.50	%		.63	%
Supplemental Data:
Net assets, end of year (000)		$569,479			$595,557			$494,847			$707,266			$645,539
Portfolio turnover rate		24.10	%		55.20	%		36.96	%		44.97	%		39.51	%

^(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

	Class B Shares
	Year Ended 11/30
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$24.58			$19.86			$31.47			$29.34			$27.56
Investment operations:
Net investment income (loss)(a)		(.06	)		.04			.03			(.05	)		(.01	)
Net realized and unrealized gain (loss)		1.82			4.72			(9.51	)		3.26			2.89
Total from investment operations		1.76			4.76			(9.48	)		3.21			2.88
Distributions to shareholders from:
Net investment income		(.01	)		(.04	)		–			–			–
Net realized gain		–			–			(2.13	)		(1.08	)		(1.10	)
Total distributions		(.01	)		(.04	)		(2.13	)		(1.08	)		(1.10	)
Net asset value, end of year		$26.33			$24.58			$19.86			$31.47			$29.34
Total Return(b)		7.16	%		24.04	%		(32.23	)%		11.29	%		10.80	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.63	%		1.80	%		1.95	%		1.95	%		1.95	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.63	%		1.80	%		1.95	%		1.95	%		1.95	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.95	%		2.02	%		1.98	%		1.96	%		1.98	%
Net investment income (loss)		(.25	)%		.19	%		.11	%		(.15	)%		(.02	)%
Supplemental Data:
Net assets, end of year (000)		$35,937			$46,267			$43,374			$74,005			$78,277
Portfolio turnover rate		24.10	%		55.20	%		36.96	%		44.97	%		39.51	%

^(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.

23

Financial Highlights (continued)

CLASSIC STOCK FUND

	Class C Shares
	Year Ended 11/30
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$24.66			$19.94			$31.59			$29.44			$27.66
Investment operations:
Net investment income (loss)(a)		(.06	)		.04			.03			(.05	)		–	(b)
Net realized and unrealized gain (loss)		1.82			4.74			(9.55	)		3.28			2.88
Total from investment operations		1.76			4.78			(9.52	)		3.23			2.88
Distributions to shareholders from:
Net investment income		(.03	)		(.06	)		–	(b)		–			–
Net realized gain		–			–			(2.13	)		(1.08	)		(1.10	)
Total distributions		(.03	)		(.06	)		(2.13	)		(1.08	)		(1.10	)
Net asset value, end of year		$26.39			$24.66			$19.94			$31.59			$29.44
Total Return(c)		7.15	%		24.08	%		(32.24	)%		11.32	%		10.76	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.63	%		1.80	%		1.95	%		1.95	%		1.95	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.63	%		1.80	%		1.95	%		1.95	%		1.95	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.95	%		2.02	%		1.98	%		1.96	%		1.98	%
Net investment income (loss)		(.23	)%		.18	%		.12	%		(.15	)%		(.02	)%
Supplemental Data:
Net assets, end of year (000)		$87,126			$89,787			$65,200			$94,948			$86,535
Portfolio turnover rate		24.10	%		55.20	%		36.96	%		44.97	%		39.51	%

^(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

	Class F Shares
	Year Ended 11/30									9/28/2007(a) to 11/30/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$25.76			$20.88			$32.96			$33.52
Investment operations:
Net investment income(b)		.19			.22			.32			.05
Net realized and unrealized gain (loss)		1.89			4.96			(10.02	)		(.61	)
Total from investment operations		2.08			5.18			(9.70	)		(.56	)
Distributions to shareholders from:
Net investment income		(.22	)		(.30	)		(.25	)		–
Net realized gain		–			–			(2.13	)		–
Total distributions		(.22	)		(.30	)		(2.38	)		–
Net asset value, end of period		$27.62			$25.76			$20.88			$32.96
Total Return(c)		8.14	%		25.19	%		(31.64	)%		(1.67	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.73	%		.86	%		1.05	%		.18	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		.73	%		.86	%		1.04	%		.18	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.05	%		1.10	%		1.11	%		.19	%(d)
Net investment income		.73	%		.96	%		1.25	%		.16	%(d)
Supplemental Data:
Net assets, end of period (000)		$45,605			$10,723			$2,453			$10
Portfolio turnover rate		24.10	%		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

	Class I Shares
	Year Ended 11/30
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$25.90			$20.99			$33.08			$30.76			$28.74
Investment operations:
Net investment income(a)		.21			.26			.31			.26			.29
Net realized and unrealized gain (loss)		1.91			4.96			(10.01	)		3.41			3.01
Total from investment operations		2.12			5.22			(9.70	)		3.67			3.30
Distributions to shareholders from:
Net investment income		(.24	)		(.31	)		(.26	)		(.27	)		(.18	)
Net realized gain		–			–			(2.13	)		(1.08	)		(1.10	)
Total distributions		(.24	)		(.31	)		(2.39	)		(1.35	)		(1.28	)
Net asset value, end of year		$27.78			$25.90			$20.99			$33.08			$30.76
Total Return(b)		8.25	%		25.28	%		(31.53	)%		12.40	%		11.92	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.63	%		.79	%		.95	%		.95	%		.95	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		.63	%		.79	%		.95	%		.95	%		.95	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.95	%		1.01	%		.98	%		.96	%		.98	%
Net investment income		.79	%		1.17	%		1.13	%		.84	%		.99	%
Supplemental Data:
Net assets, end of year (000)		$328,620			$264,418			$174,231			$221,345			$202,879
Portfolio turnover rate		24.10	%		55.20	%		36.96	%		44.97	%		39.51	%

^(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

	Class P Shares
	Year Ended 11/30
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$25.91			$20.96			$33.05			$30.65			$28.70
Investment operations:
Net investment income(a)		.08			.17			.18			.12			.15
Net realized and unrealized gain (loss)		1.92			4.97			(10.01	)		3.42			3.01
Total from investment operations		2.00			5.14			(9.83	)		3.54			3.16
Distributions to shareholders from:
Net investment income		(.13	)		(.19	)		(.13	)		(.06	)		(.11	)
Net realized gain		–			–			(2.13	)		(1.08	)		(1.10	)
Total distributions		(.13	)		(.19	)		(2.26	)		(1.14	)		(1.21	)
Net asset value, end of year		$27.78			$25.91			$20.96			$33.05			$30.65
Total Return(b)		7.74	%		24.75	%		(31.85	)%		11.93	%		11.40	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.08	%		1.27	%		1.40	%		1.40	%		1.40	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.08	%		1.27	%		1.40	%		1.40	%		1.40	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.40	%		1.47	%		1.43	%		1.41	%		1.43	%
Net investment income		.30	%		.76	%		.66	%		.38	%		.53	%
Supplemental Data:
Net assets, end of year (000)		$3,107			$4,226			$4,635			$7,214			$7,314
Portfolio turnover rate		24.10	%		55.20	%		36.96	%		44.97	%		39.51	%

^(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

	Class R2 Shares
	Year Ended 11/30									9/28/2007(a) to 11/30/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$25.78			$20.91			$32.93			$33.52
Investment operations:
Net investment income(b)		.07			.12			.28			.03
Net realized and unrealized gain (loss)		1.88			5.04			(9.96	)		(.62	)
Total from investment operations		1.95			5.16			(9.68	)		(.59	)
Distributions to shareholders from:
Net investment income		(.17	)		(.29	)		(.21	)		–
Net realized gain		–			–			(2.13	)		–
Total distributions		(.17	)		(.29	)		(2.34	)		–
Net asset value, end of period		$27.56			$25.78			$20.91			$32.93
Total Return(c)		7.61	%		25.03	%		(31.57	)%		(1.76	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.22	%		1.21	%		1.04	%		.26	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.22	%		1.21	%		1.04	%		.26	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.55	%		1.56	%		1.07	%		.26	%(d)
Net investment income		.25	%		.50	%		1.04	%		.08	%(d)
Supplemental Data:
Net assets, end of period (000)		$1,749			$730			$7			$10
Portfolio turnover rate		24.10	%		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

	Class R3 Shares
	Year Ended 11/30									9/28/2007(a) to 11/30/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$25.64			$20.82			$32.94			$33.52
Investment operations:
Net investment income(b)		.08			.16			.22			.03
Net realized and unrealized gain (loss)		1.88			4.92			(9.99	)		(.61	)
Total from investment operations		1.96			5.08			(9.77	)		(.58	)
Distributions to shareholders from:
Net investment income		(.18	)		(.26	)		(.22	)		–
Net realized gain		–			–			(2.13	)		–
Total distributions		(.18	)		(.26	)		(2.35	)		–
Net asset value, end of period		$27.42			$25.64			$20.82			$32.94
Total Return(c)		7.71	%		24.70	%		(31.86	)%		(1.73	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.12	%		1.21	%		1.42	%		.24	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.12	%		1.21	%		1.42	%		.24	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.45	%		1.49	%		1.48	%		.25	%(d)
Net investment income		.32	%		.70	%		.88	%		.10	%(d)
Supplemental Data:
Net assets, end of period (000)		$9,567			$2,238			$321			$10
Portfolio turnover rate		24.10	%		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
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$22.87			$18.32			$33.10			$34.60			$31.40
Investment operations:
Net investment income (loss)(a)		–	(b)		(.02	)		.04			.04			(.02	)
Net realized and unrealized gain (loss)		6.06			4.62			(9.97	)		2.99			6.09
Total from investment operations		6.06			4.60			(9.93	)		3.03			6.07
Distributions to shareholders from:
Net investment income		–			(.05	)		(.04	)		–			–
Net realized gain		–			–			(4.81	)		(4.53	)		(2.87	)
Total distributions		–			(.05	)		(4.85	)		(4.53	)		(2.87	)
Net asset value, end of year		$28.93			$22.87			$18.32			$33.10			$34.60
Total Return(c)		26.50	%		25.15	%		(34.96	)%		10.08	%		21.14	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.25	%		1.24	%		1.23	%		1.23	%		1.23	%
Expenses, excluding expense reductions		1.25	%		1.24	%		1.23	%		1.23	%		1.24	%
Net investment income (loss)		(.01	)%		(.08	)%		.17	%		.13	%		(.06	)%
Supplemental Data:
Net assets, end of year (000)		$1,608,846			$1,393,870			$1,216,253			$2,287,085			$2,367,218
Portfolio turnover rate		42.28	%		68.63	%		77.87	%		61.44	%		71.14	%

^(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.

30

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class B Shares
	Year Ended 11/30
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$19.97			$16.07			$29.78			$31.77			$29.25
Investment operations:
Net investment loss(a)		(.17	)		(.12	)		(.12	)		(.17	)		(.23	)
Net realized and unrealized gain (loss)		5.29			4.02			(8.78	)		2.71			5.62
Total from investment operations		5.12			3.90			(8.90	)		2.54			5.39
Distributions to shareholders from:
Net realized gain		–			–			(4.81	)		(4.53	)		(2.87	)
Net asset value, end of year		$25.09			$19.97			$16.07			$29.78			$31.77
Total Return(b)		25.64	%		24.27	%		(35.41	)%		9.33	%		20.29	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.95	%		1.94	%		1.93	%		1.93	%		1.92	%
Expenses, excluding expense reductions		1.95	%		1.94	%		1.93	%		1.93	%		1.93	%
Net investment loss		(.73	)%		(.73	)%		(.54	)%		(.58	)%		(.77	)%
Supplemental Data:
Net assets, end of year (000)		$14,612			$15,917			$25,955			$58,676			$71,741
Portfolio turnover rate		42.28	%		68.63	%		77.87	%		61.44	%		71.14	%

^(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
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$20.01			$16.10			$29.83			$31.82			$29.29
Investment operations:
Net investment loss(a)		(.17	)		(.13	)		(.12	)		(.17	)		(.22	)
Net realized and unrealized gain (loss)		5.30			4.04			(8.80	)		2.71			5.62
Total from investment operations		5.13			3.91			(8.92	)		2.54			5.40
Distributions to shareholders from:
Net realized gain		–			–			(4.81	)		(4.53	)		(2.87	)
Net asset value, end of year		$25.14			$20.01			$16.10			$29.83			$31.82
Total Return(b)		25.64	%		24.29	%		(35.42	)%		9.32	%		20.30	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.95	%		1.94	%		1.93	%		1.93	%		1.93	%
Expenses, excluding expense reductions		1.95	%		1.94	%		1.93	%		1.93	%		1.93	%
Net investment loss		(.72	)%		(.77	)%		(.53	)%		(.58	)%		(.76	)%
Supplemental Data:
Net assets, end of year (000)		$46,980			$46,275			$46,307			$86,971			$91,715
Portfolio turnover rate		42.28	%		68.63	%		77.87	%		61.44	%		71.14	%

^(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
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$22.80			$18.30		��	$33.11			$33.61
Investment operations:
Net investment income (loss)(b)		.05			–	(c)		.08			.01
Net realized and unrealized gain (loss)		6.05			4.62			(9.95	)		(.51	)
Total from investment operations		6.10			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		$28.90			$22.80			$18.30			$33.11
Total Return(d)		26.75	%		25.39	%		(34.82	)%		(1.49	)%(e)
Ratios to Average Net Assets:
Expenses, including expense reductions		1.05	%		1.03	%		1.04	%		.18	%(e)
Expenses, excluding expense reductions		1.05	%		1.03	%		1.04	%		.18	%(e)
Net investment income (loss)		0.19	%		(.02	)%		.32	%		.04	%(e)
Supplemental Data:
Net assets, end of period (000)		$27,236			$22,387			$1,425			$10
Portfolio turnover rate		42.28	%		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
	2010		��	2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$24.17			$19.38			$34.75			$36.00			$32.46
Investment operations:
Net investment income(a)		.08			.05			.13			.14			.08
Net realized and unrealized gain (loss)		6.42			4.87			(10.55	)		3.14			6.33
Total from investment operations		6.50			4.92			(10.42	)		3.28			6.41
Distributions to shareholders from:
Net investment income		–			(.13	)		(.14	)		–			–
Net realized gain		–			–			(4.81	)		(4.53	)		(2.87	)
Total distributions		–			(.13	)		(4.95	)		(4.53	)		(2.87	)
Net asset value, end of year		$30.67			$24.17			$19.38			$34.75			$36.00
Total Return(b)		26.89	%		25.55	%		(34.77	)%		10.42	%		21.53	%
Ratios to Average Net Assets:
Expenses, including expense reductions		.95	%		.94	%		.93	%		.93	%		.93	%
Expenses, excluding expense reductions		.95	%		.94	%		.93	%		.93	%		.93	%
Net investment income		.30	%		.21	%		.48	%		.43	%		.25	%
Supplemental Data:
Net assets, end of year (000)		$1,692,837			$1,231,291			$942,604			$1,227,169			$1,045,397
Portfolio turnover rate		42.28	%		68.63	%		77.87	%		61.44	%		71.14	%

^(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
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$22.66			$18.15			$32.84			$34.40			$31.28
Investment operations:
Net investment income (loss)(a)		(.04	)		(.05	)		.01			(.01	)		(.06	)
Net realized and unrealized gain (loss)		6.00			4.57			(9.89	)		2.98			6.05
Total from investment operations		5.96			4.52			(9.88	)		2.97			5.99
Distributions to shareholders from:
Net investment income		–			(.01	)		–			–			–
Net realized gain		–			–			(4.81	)		(4.53	)		(2.87	)
Total distributions		–			(.01	)		(4.81	)		(4.53	)		(2.87	)
Net asset value, end of year		$28.62			$22.66			$18.15			$32.84			$34.40
Total Return(b)		26.30	%		24.94	%		(35.04	)%		9.95	%		20.95	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.40	%		1.39	%		1.38	%		1.38	%		1.38	%
Expenses, excluding expense reductions		1.40	%		1.39	%		1.38	%		1.38	%		1.38	%
Net investment income (loss)		(.16	)%		(.23	)%		.02	%		(.03	)%		(.20	)%
Supplemental Data:
Net assets, end of year (000)		$295,973			$261,914			$227,658			$412,127			$447,775
Portfolio turnover rate		42.28	%		68.63	%		77.87	%		61.44	%		71.14	%

^(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						3/24/2008(a) to 11/30/2008
	2010			2009
Per Share Operating Performance
Net asset value, beginning of period		$22.77			$18.29			$25.99
Investment operations:
Net investment loss(b)		(.11	)		(.10	)		(.02	)
Net realized and unrealized gain (loss)		6.06			4.62			(7.68	)
Total from investment operations		5.95			4.52			(7.70	)
Distributions to shareholders from:
Net investment income		–			(.04	)		–
Net asset value, end of period		$28.72			$22.77			$18.29
Total Return(c)		26.13	%		24.77	%		(29.63	)%(d)
Ratios to Average Net Assets:
Expenses, including expense reductions		1.54	%		1.52	%		1.03	%(d)
Expenses, excluding expense reductions		1.54	%		1.52	%		1.04	%(d)
Net investment loss		(.41	)%		(.48	)%		(.07	)%(d)
Supplemental Data:
Net assets, end of period (000)		$78			$86			$14
Portfolio turnover rate		42.28	%		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						3/24/2008(a) to 11/30/2008
	2010			2009
Per Share Operating Performance
Net asset value, beginning of period		$22.73			$18.29			$25.99
Investment operations:
Net investment income (loss)(b)		(.04	)		(.06	)		.02
Net realized and unrealized gain (loss)		6.00			4.60			(7.72	)
Total from investment operations		5.96			4.54			(7.70	)
Distributions to shareholders from:
Net investment income		–			(.10	)		–
Net asset value, end of period		$28.69			$22.73			$18.29
Total Return(c)		26.22	%		24.94	%		(29.63	)%(d)
Ratios to Average Net Assets:
Expenses, including expense reductions		1.45	%		1.44	%		1.00	%(d)
Expenses, excluding expense reductions		1.45	%		1.44	%		1.00	%(d)
Net investment income (loss)		(.16	)%		(.30	)%		.07	%(d)
Supplemental Data:
Net assets, end of period (000)		$5,190			$1,995			$1,090
Portfolio turnover rate		42.28	%		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 and was 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”) and Small-Cap Value Series (“Small Cap Value 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 has 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”) in certain cases as follows: Class A shares purchased without a sales charge and redeemed before the first day of the month in which the one-year anniversary of the purchase falls (subject to certain exceptions as set forth in the Funds’ prospectus); Class B shares redeemed before the sixth anniversary of purchase; and Class C shares redeemed before the first anniversary of purchase. Class B shares will automatically convert to Class A shares on the 25^th day of the month (or, if the 25^th day is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted. 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 investors, with certain exceptions as set forth in the Funds’ prospectus. On March 31, 2010, each of the Funds of the Company no longer made Class B shares available for purchase.

The preparation of the 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 fair 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 and are included in Interest income in the Statements of Operations. Withholding taxes on foreign dividends have been provided for in accordance with the applicable country’s tax rules and rates. Investment income is allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day.

(d) Income Taxes–It is the policy of each Fund to meet the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all taxable income and capital gains to its shareholders. Therefore, no income tax provision is required.

Each Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Funds’ U.S. federal tax returns remains open for the fiscal years ended November 30, 2007 through November 30, 2010. 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 each Fund are maintained in U.S. dollars and transactions denominated in foreign currencies are recorded in each Fund’s records at the rate prevailing when earned or recorded. Asset and liability accounts that are denominated in foreign currencies are adjusted daily to reflect current exchange rates and any unrealized gain (loss) is included in Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies on each Fund’s Statement of Operations. The resultant exchange gains and losses upon settlement of such transactions are included in Net realized gain (loss) on investments and foreign currency related transactions in unaffiliated issues on each Fund’s Statement of Operations. Each 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 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 securities.

(h) Fair Value Measurements–Fair value is defined as the price that each Fund would receive upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment. A three-tier hierarchy is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk—for example, the risk inherent in a particular valuation technique used to measure fair value (such as a pricing model) and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

• Level 1 - unadjusted quoted prices in active markets for identical investments;

• Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.); and

• Level 3 - significant unobservable inputs (including each Fund’s own assumptions in determining the fair value of investments).

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, 2010 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	$	1,049,285	$	–	$	–	$	1,049,285	$	3,593,308	$	–	$	–	$	3,593,308
Repurchase Agreement		–		31,280		–		31,280		–		110,591		–		110,591
Total	$	1,049,285	$	31,280	$	–	$	1,080,565	$	3,593,308	$	110,591	$	–	$	3,703,899

* 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, 2010, the effective management fee, net of waivers, with respect to the Classic Stock Fund, was at an annualized rate of .38% 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, 2010, the effective management fee paid to Lord Abbett, with respect to the Small Cap Value Fund, was at an annualized rate of .73% of the Fund’s average daily net assets.

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

For the period December 1, 2009 through March 31, 2010, Lord Abbett voluntarily agreed to waive all or a portion of its management fee and, if necessary, reimburse the Classic Stock Fund’s other expenses to the extent necessary so that the net annual operating expenses for each class, excluding 12b-1 fees, did not exceed an annual rate of .63%.

Effective April 1, 2010, Lord Abbett has contractually agreed to continue such waiver under the same terms. This agreement may be terminated only upon approval of the Fund’s Board of Directors.

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 each Fund of Funds in proportion to the average daily value of the Underlying Fund shares owned by each Fund of Funds. Amounts paid pursuant to the Servicing Arrangement 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, 2010, 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 14.89%, 2.80%, 8.27% and 1.02%, respectively.

As of November 30, 2010, the percentage of Small Cap Value Fund’s outstanding shares owned by Lord Abbett Alpha Strategy Fund was 4.40%.

41

Notes to Financial Statements (continued)

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, 2010:

	Distributor Commissions		Dealers’ Concessions
Classic Stock Fund	$	280,332	$	1,513,123
Small Cap Value Fund		19,247		107,678

Distributor received the following amount of CDSCs for the fiscal year ended November 30, 2010:

	Class A		Class C
Classic Stock Fund	$	55,243	$	17,366
Small Cap Value Fund		184		2,153

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

4. DISTRIBUTIONS AND CAPITAL LOSS CARRYFORWARDS

Dividends from net investment income, if any, are declared and distributed at least annually. 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, 2010, a net investment income distribution of approximately $4,836,000 was declared by Classic Stock Fund and net investment income distribution of approximately $4,930,000 was declared by Small Cap Value Fund. The distribution was paid December 17, 2010 to shareholders of record on December 16, 2010.

42

Notes to Financial Statements (continued)

The tax character of distributions paid during the fiscal years ended November 30, 2010 and 2009 was as follows:

	Classic Stock Fund				Small Cap Value Fund
	11/30/10		11/30/09		11/30/10		11/30/09
Distributions paid from:
Ordinary income	$	6,357,657	$	8,402,452	$	–	$	9,677,917
Total distributions paid	$	6,357,657	$	8,402,452	$	–	$	9,677,917

As of November 30, 2010, the components of accumulated gains/(losses) on a tax-basis were as follows:

	Classic Stock Fund			Small Cap Value Fund
Undistributed ordinary income – net	$	4,588,707		$	3,451,337
Total undistributed earnings	$	4,588,707		$	3,451,337
Capital loss carryforwards*		(128,941,396	)		(329,248,808	)
Temporary differences		(117,722	)		(395,784	)
Unrealized gains – net		204,145,467			725,029,141
Total accumulated gains – net	$	79,675,056		$	398,835,886

* As of November 30, 2010, the capital loss carryforwards, along with the related expiration dates, were as follows:

	2016		2017		2018		Total
Classic Stock Fund	$	23,315,627	$	98,625,213	$	7,000,556	$	128,941,396
Small Cap Value Fund		–		329,248,808		–		329,248,808

As of November 30, 2010, 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	$	876,419,432		$	2,978,869,457
Gross unrealized gain		237,486,741			791,915,944
Gross unrealized loss		(33,341,274	)		(66,886,803	)
Net unrealized security gain	$	204,145,467		$	725,029,141

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

Permanent items identified during the fiscal year ended November 30, 2010 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			Paid-in Capital
Classic Stock Fund	$	2,666		$	(942	)	$	(1,724	)
Small Cap Value Fund		(39,249	)		39,249			–

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

43

Notes to Financial Statements (continued)

5.    PORTFOLIO SECURITIES TRANSACTIONS

Purchases and sales of investment securities (excluding short-term investments) for the fiscal year ended November 30, 2010 were as follows:

	Purchases		Sales
Classic Stock Fund	$	243,232,452	$	269,220,211
Small Cap Value Fund		1,383,272,627		1,456,230,302

There were no purchases or sales of U.S. Government securities for the fiscal year ended November 30, 2010.

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 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 had been invested in the funds. Such amounts and earnings accrued thereon are included in Directors’ fees on the Statements of Operations and in Directors’ fees payable on the Statements of Assets and Liabilities and are not deductible for U.S. federal income tax purposes until such amounts are paid.

7.    EXPENSE REDUCTIONS

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

8.    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% of the amount available under the Facility to .15%. This amount is included in Other expenses on the Funds’ Statements of Operations. In connection with the renewal, the Funds paid an upfront commitment fee of .05% on December 4, 2009, which is included in Prepaid expenses and other assets on the Statements of Assets and Liabilities, and is amortized through Other expenses on the Statements of Operations over the annual period. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. As of November 30, 2010, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the fiscal year ended November 30, 2010.

On November 22, 2010 the Funds and certain other funds managed by Lord Abbett entered into a short term extension of the Facility through February 3, 2011.

44

Notes to Financial Statements (continued)

9.    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, 2010:

Affiliated Issuer	Balance of Shares Held at 11/30/2009		Gross Additions		Gross Sales			Balance of Shares Held at 11/30/2010		Value at 11/30/2010		Net Realized Gain (Loss) 12/1/2009 to 11/30/2010(a)			Dividend Income 12/1/2009 to 11/30/2010(a)
Columbia Banking System, Inc.(b)(c)		1,151,700		519,976		–			1,671,676	$	–	$	–		$	14,104
Cypress Bioscience, Inc.(c)		1,982,600		–		(1,982,600	)		–		–		(1,068,974	)		–
Danvers Bancorp., Inc.		1,146,500		209,100		–			1,355,600		20,672,900		–			78,956
EnPro Industries, Inc.(c)		1,055,900		–		(445,300	)		610,600		–		245,272			–
Ferro Corp.(c)		4,213,300		679,400		(1,095,900	)		3,796,800		–		1,808,680			–
Financial Federal Corp.(c)		2,193,548		–		(2,193,548	)		–		–		2,930,840			329,032
Greatbatch, Inc.(c)		1,234,800		186,100		(661,800	)		759,100		–		(556,379	)		–
Hexcel Corp.(c)		5,818,312		191,900		(1,585,539	)		4,424,673		–		(3,317,528	)		–
Koppers Holdings, Inc.		1,271,100		–		–			1,271,100		36,353,460		–			1,118,568
Littelfuse, Inc.(b)(c)		1,083,461		174,073		(211,000	)		1,046,534		–		2,452,255			–
Metal USA Holdings Corp.(b)(c)		–		1,483,800		(1,483,800	)		–		–		–			–
NutriSystem, Inc.(b)		–		1,363,100		–			1,363,100		28,175,277		–			238,543
Odyssey Healthcare, Inc.(c)		2,393,066		–		(2,393,066	)		–		–		4,610,446			–
Olin Corp.(b)		–		4,145,000		–			4,145,000		75,729,150		–			826,080
Pacific Sunwear of California, Inc.(b)		2,894,300		2,974,340		–			5,868,640		36,913,746		–			–
Rogers Corp.		1,447,735		58,400		(518,700	)		987,435		32,575,481		(10,757,577	)		–
ScanSource, Inc.(b)		1,168,299		299,426		–			1,467,725		42,813,538		–			–
Susser Holdings Corp.(c)		1,014,652		–		(1,014,652	)		–		–		(3,333,579	)		–
Texas Capital Bancshares, Inc.(b)		1,638,454		257,100		–			1,895,554		35,788,060		–			–
TrueBlue, Inc.		2,529,500		169,200		–			2,698,700		44,474,576		–			–
Total										$	353,496,188	$	(6,986,544	)	$	2,605,283

^(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, 2009.

^(c) No longer an affiliated issuer as of November 30, 2010.

10.    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.

11.    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

45

Notes to Financial Statements (continued)

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 exposure to foreign companies (and ADRs), the Fund may experience increased market, liquidity, currency, political, 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.

12.    SUMMARY OF CAPITAL TRANSACTIONS

Transactions in shares of capital stock were as follows:

Classic Stock Fund	Year Ended November 30, 2010						Year Ended November 30, 2009
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		4,326,423		$	113,670,946			6,970,404		$	151,477,796
Converted from Class B*		185,804			4,897,041			274,301			5,912,683
Reinvestment of distributions		135,869			3,493,197			252,444			5,154,883
Shares reacquired		(7,139,993	)		(186,545,730	)		(8,106,303	)		(174,425,425	)
Decrease		(2,491,897	)	$	(64,484,546	)		(609,154	)	$	(11,880,063	)
Class B Shares
Shares sold		147,314		$	3,709,158			490,412		$	10,115,909
Reinvestment of distributions		625			15,396			4,153			81,238
Shares reacquired		(470,652	)		(11,835,690	)		(510,237	)		(10,473,790	)
Converted to Class A*		(194,621	)		(4,897,041	)		(286,405	)		(5,912,683	)
Decrease		(517,334	)	$	(13,008,177	)		(302,077	)	$	(6,189,326	)
Class C Shares
Shares sold		636,064		$	16,135,442			1,248,989		$	25,930,987
Reinvestment of distributions		3,291			81,175			7,819			153,406
Shares reacquired		(979,278	)		(24,571,413	)		(885,430	)		(17,996,500	)
Increase (decrease)		(339,923	)	$	(8,354,796	)		371,378		$	8,087,893

46

Notes to Financial Statements (continued)

Classic Stock Fund	Year Ended November 30, 2010						Year Ended November 30, 2009
Class F Shares	Shares			Amount			Shares			Amount
Shares sold		1,740,015		$	44,496,575			400,767		$	7,640,454
Reinvestment of distributions		1,440			36,859			1,625			33,040
Shares reacquired		(506,436	)		(13,179,173	)		(103,618	)		(2,369,408	)
Increase		1,235,019		$	31,354,261			298,774		$	5,304,086
Class I Shares
Shares sold		1,889,116		$	48,822,389			1,999,017		$	43,743,052
Reinvestment of distributions		94,813			2,438,608			127,872			2,611,149
Shares reacquired		(362,428	)		(9,710,018	)		(220,740	)		(4,551,120	)
Increase		1,621,501		$	41,550,979			1,906,149		$	41,803,081
Class P Shares
Shares sold		18,712		$	492,274			31,965		$	694,451
Reinvestment of distributions		733			18,938			1,936			39,698
Shares reacquired		(70,713	)		(1,914,581	)		(91,962	)		(1,894,415	)
Decrease		(51,268	)	$	(1,403,369	)		(58,061	)	$	(1,160,266	)
Class R2 Shares
Shares sold		42,843		$	1,198,512			29,612.000		$	670,285
Reinvestment of distributions		153			3,923			4.419			92
Shares reacquired		(7,848	)		(201,709	)		(1,627.000	)		(40,666	)
Increase		35,148		$	1,000,726			27,989.419		$	629,711
Class R3 Shares
Shares sold		335,020		$	8,774,378			78,883		$	1,879,510
Reinvestment of distributions		581			14,803			195			3,962
Shares reacquired		(73,963	)		(1,953,193	)		(7,165	)		(174,020	)
Increase		261,638		$	6,835,988			71,913		$	1,709,452

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

Small Cap Value Fund	Year Ended November 30, 2010						Year Ended November 30, 2009
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		12,109,351		$	322,555,356			13,284,675		$	259,025,601
Converted from Class B*		104,118			2,688,898			586,942			10,441,239
Reinvestment of distributions		–			–			156,872			2,930,390
Shares reacquired		(17,548,529	)		(467,745,400	)		(19,467,158	)		(375,538,113	)
Decrease		(5,335,060	)	$	(142,501,146	)		(5,438,669	)	$	(103,140,883	)
Class B Shares
Shares sold		49,215		$	1,149,350			89,062		$	1,523,210
Shares reacquired		(144,121	)		(3,358,597	)		(243,067	)		(4,549,348	)
Converted to Class A*		(119,616	)		(2,688,898	)		(664,137	)		(10,441,239	)
Decrease		(214,522	)	$	(4,898,145	)		(818,142	)	$	(13,467,377	)

47

Notes to Financial Statements (concluded)

Small Cap Value Fund	Year Ended November 30, 2010						Year Ended November 30, 2009
Class C Shares	Shares			Amount			Shares			Amount
Shares sold		85,219		$	1,905,013			147,659		$	2,490,868
Reinvestment of distributions		–			–			14			337
Shares reacquired		(528,689	)		(12,019,490	)		(710,929	)		(12,070,964	)
Decrease		(443,470	)	$	(10,114,477	)		(563,256	)	$	(9,579,759	)
Class F Shares
Shares sold		407,359		$	10,816,433			1,088,189		$	16,074,936
Reinvestment of distributions		–			–			474			8,798
Shares reacquired		(446,866	)		(11,713,284	)		(184,536	)		(3,720,736	)
Increase (decrease)		(39,507	)	$	(896,851	)		904,127		$	12,362,998
Class I Shares
Shares sold		11,276,782		$	321,676,217			9,980,535		$	203,789,939
Reinvestment of distributions		–			–			299,707			5,898,235
Shares reacquired		(7,017,920	)		(195,838,186	)		(7,966,366	)		(162,542,427	)
Increase		4,258,862		$	125,838,031			2,313,876		$	47,145,747
Class P Shares
Shares sold		2,508,370		$	66,035,169			3,062,515		$	59,079,264
Reinvestment of distributions		–			–			8,071			149,560
Shares reacquired		(3,725,964	)		(96,873,424	)		(4,057,487	)		(78,284,406	)
Decrease		(1,217,594	)	$	(30,838,255	)		(986,901	)	$	(19,055,582	)
Class R2 Shares
Shares sold		1,885		$	49,990			3,540.380		$	81,773
Shares reacquired		(2,937	)		(79,605	)		(560.000	)		(13,451	)
Increase (decrease)		(1,052	)	$	(29,615	)		2,980.380		$	68,322
Class R3 Shares
Shares sold		123,151		$	3,227,475			52,867		$	1,044,151
Reinvestment of distributions		–			–			248			4,611
Shares reacquired		(30,056	)		(783,198	)		(24,939	)		(495,815	)
Increase		93,095		$	2,444,277			28,176		$	552,947

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

48

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 and Small-Cap Value Series, two of the portfolios constituting the Lord Abbett Research Fund, Inc. (the “Company”), as of November 30, 2010, 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, 2010, 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, 2010, 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 28, 2011

49

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 the investment adviser provides, 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 associated with Lord Abbett and are “interested persons” of the Company as defined in the Act. Mr. Dow and Ms. Foster are officers and 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 the Company	Principal Occupation and Other Directorships During Past Five Years
Robert S. Dow Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1945)	Director and Chairman since 1996	Principal Occupation: Senior Partner of Lord Abbett (since 2007) and was formerly Managing Partner (1996 - 2007) and Chief Investment Officer (1995 - 2007), joined Lord Abbett in 1972. Other Directorships: None.
Daria L. Foster Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1954)	Director and President since 2006	Principal Occupation: Managing Partner of Lord Abbett (since 2007), and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990. Other Directorships: None.

Independent Directors

The following Independent Directors also are 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 the Company	Principal Occupation and Other Directorships During Past Five Years
E. Thayer Bigelow Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1941)	Director since 1996	Principal Occupation: Managing General Partner, Bigelow Media, LLC (since 2000); Senior Adviser, Time Warner Inc. (1998 - 2000). Other Directorships: Currently serves as director of Crane Co. (since 1984) and Huttig Building Products Inc. (since 1998). Previously served as a director of R.H. Donnelley Inc. (2009 - 2010) and Adelphia Communications Inc. (2003 - 2007).

50

Basic Information About Management (continued)

Name, Address and Year of Birth	Current Position and Length of Service with the Company	Principal Occupation and Other Directorships During Past Five Years
Robert B. Calhoun, Jr. Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1942)	Director since 1998	Principal Occupation: Senior Advisor of Monitor Clipper Partners, a private equity investment fund (since 1997); President of Clipper Asset Management Corp. (1991 - 2009). Other Directorships: Previously served as a director of Avondale, Inc. (1991 - 2005) and Interstate Bakeries Corp. (1991 - 2008).
Evelyn E. Guernsey Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1955)	Director since 2011	Principal Occupation: CEO, Americas of J.P. Morgan Asset Management (2004 to 2010). Other Directorships: None.
Julie A. Hill Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1946)	Director since 2004	Principal Occupation: Owner and CEO of The Hill Company, a business consulting firm (since 1998). Other Directorships: Currently serves as director of WellPoint, Inc., a health benefits company (since 1994). Previously served as a director of Resources Connection, Inc., a consulting firm 2004 - 2007).
Franklin W. Hobbs Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2001	Principal Occupation: Advisor of One Equity Partners, a private equity firm (since 2004). Other Directorships: Currently serves as a director and Chairman of the Board of Ally Financial 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	Principal Occupation: Chairman of Spencer Stuart (U.S.), an executive search consulting firm (since 1996). Other Directorships: Currently serves as director of Ace, Ltd. (since 1997). Previously served as a director of Hewitt Associates, Inc. (2004 - 2010).
James L.L. Tullis Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2006	Principal Occupation: CEO of Tullis-Dickerson and Co. Inc., a venture capital management firm (since 1990). Other Directorships: Currently serves as director of Crane Co. (since 1998). Previously served as a director of Viacell Inc. (2003 - 2007).

51

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 also may be officers of the other Lord Abbett-sponsored funds and maintain offices at 90 Hudson Street, Jersey City, NJ 07302. Unless otherwise indicated, the position(s) and title(s) listed under the “Principal Occupation” column indicate each officer’s position(s) and title(s) with Lord Abbett.

Name and Year of Birth	Current Position with the 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 of Lord Abbett (since 2007), and was formerly Managing Partner (1996 - 2007) and Chief Investment Officer (1995 - 2007), joined Lord Abbett in 1972.
Daria L. Foster (1954)	President	Elected in 2006	Managing Partner of Lord Abbett (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.

52

Basic Information About Management (continued)

Name and Year of Birth	Current Position with the Company	Length of Service of Current Position	Principal Occupation During Past Five Years
John K. Forst (1960)	Vice President and Assistant Secretary	Elected in 2005	Deputy General Counsel, joined Lord Abbett in 2004.
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, rejoined 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	Partner and Director, 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	Partner and Senior Deputy General Counsel, joined Lord Abbett in 2007 and was formerly an Executive Vice President and the General Counsel at Cohen & Steers Capital Management, Inc. (1999 - 2007).

53

Basic Information About Management (concluded)

Name and Year of Birth	Current Position with the Company	Length of Service of Current Position	Principal Occupation During Past Five Years
Francis T. Timons (1969)	Vice President	Elected in 2010	Portfolio Manager, joined Lord Abbett in 2007 and was formerly a Research Analyst at Robert W. Baird & Co. (2004 - 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 during fiscal 2010 are qualifying dividend income. For corporate shareholders, 100% of the ordinary income distributions paid by the Classic Stock Fund during fiscal 2010 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-2-1110

(01/11)

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, 2010 (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, 2010 and 2009 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:
	2010	2009
Audit Fees {a}	$154,000	$151,000
Audit-Related Fees	- 0 -	- 0 -
Total audit and audit-related fees	154,000	151,000
Tax Fees {b}	29,658	29,310
All Other Fees	- 0 -	- 0 -
Total Fees	$183,658	$180,310

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

{b} Fees for the fiscal year ended November 30, 2010 and 2009 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, 2010 and 2009 were:

	Fiscal year ended:
	2010	2009
All Other Fees {a}	$171,360	$161,385

{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, 2010 and 2009 were:

	Fiscal year ended:
	2010	2009
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 25, 2011
	By:	/s/ Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer and Vice President
Date: January 25, 2011

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 25, 2011
	By:	/s/ Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer and Vice President
Date: January 25, 2011