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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-06650

LORD ABBETT RESEARCH FUND, INC.

(Exact name of Registrant as specified in charter)

90 Hudson Street, Jersey City, NJ 07302

(Address of principal executive offices) (Zip code)

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: 5/31/2011

Item 1: Report(s) to Shareholders.

2011

LORD ABBETT

SEMIANNUAL

REPORT    

Lord Abbett Capital Structure Fund

For the six-month period ended May 31, 2011

Lord Abbett Research Fund

Lord Abbett Capital Structure Fund

Semiannual Report

For the six-month period ended May 31, 2011

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 semiannual report of the Lord Abbett Capital Structure Fund for the six-month period ended May 31, 2011. For additional information about the Fund, please visit our Website at www.lordabbett.com, where you can access the quarterly commentaries by the Fund’s portfolio managers. General information about Lord Abbett mutual funds, as well as in-depth discussions of market trends and investment strategies, is also provided in Lord Abbett Insights, a quarterly newsletter available on our Website.

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

Best regards,

Robert S. Dow

Chairman

1

Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2010 through May 31, 2011).

Actual Expenses

For each class of the Fund, the first line of the table on the following page provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading titled “Expenses Paid During Period 12/1/10 – 5/31/11” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

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

2

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

	Beginning Account Value		Ending Account Value		Expenses Paid During Period†
	12/1/10		5/31/11		12/1/10 - 5/31/11
Class A
Actual	$	1,000.00	$	1,121.30	$	6.82
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.50	$	6.49
Class B
Actual	$	1,000.00	$	1,118.70	$	10.25
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.26	$	9.75
Class C
Actual	$	1,000.00	$	1,118.60	$	10.25
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.31	$	9.75
Class F
Actual	$	1,000.00	$	1,123.70	$	5.51
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.74	$	5.24
Class I
Actual	$	1,000.00	$	1,123.40	$	4.98
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.24	$	4.73
Class P
Actual	$	1,000.00	$	1,121.30	$	7.35
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.00	$	6.99
Class R2
Actual	$	1,000.00	$	1,120.80	$	8.09
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.30	$	7.70
Class R3
Actual	$	1,000.00	$	1,121.80	$	7.67
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.76	$	7.29

^†  For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.29% for Class A, 1.94% for Classes B and C, 1.04% for Class F, 0.94% for Class I, 1.39% for Class P, 1.53% for Class R2 and 1.45% for Class R3) multiplied by the average account value over the period, multiplied by 182/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

May 31, 2011

Sector*	%**		Sector*	%**
Consumer Discretionary		12.23%	Information Technology		14.04%
Consumer Staples		6.11%	Materials		7.72%
Energy		14.96%	Telecommunication Services		4.65%
Financials		13.07%	Utilities		2.37%
Health Care		11.46%	Short-Term Investment		0.79%
Industrials		12.60%	Total		100.00%

* A sector may comprise several industries.

** Represents percent of total investments.

3

Schedule of Investments (unaudited)

May 31, 2011

Investments	Shares (000)		Fair Value
LONG-TERM INVESTMENTS 98.86%
COMMON STOCKS 58.61%
Aerospace & Defense 0.83%
DigitalGlobe, Inc.*		35	$	861,700
Hexcel Corp.*		335		6,924,450
Moog, Inc. Class A*		125		5,131,250
Total				12,917,400
Airlines 0.25%
United Continental Holdings, Inc.*		158		3,803,625
Auto Components 0.41%
Cooper-Standard Holdings, Inc.*		19		933,059
Cooper-Standard Holdings, Inc.*(a)		112		5,362,516
Total				6,295,575
Automobiles 0.22%
Honda Motor Co., Ltd. ADR		91		3,461,800
Beverages 0.69%
PepsiCo, Inc.		150		10,668,000
Biotechnology 1.64%
Amgen, Inc.*		100		6,054,000
BioMarin Pharmaceutical, Inc.*		135		3,811,050
Celgene Corp.*		165		10,050,150
Human Genome Sciences, Inc.*		200		5,474,000
Total				25,389,200
Capital Markets 0.90%
Franklin Resources, Inc.		50		6,479,000
State Street Corp.		75		3,432,750
T. Rowe Price Group, Inc.		65		4,114,500
Total				14,026,250
Chemicals 2.71%
Celanese Corp. Series A		120		6,250,800
CF Industries Holdings, Inc.		20		3,075,600
Dow Chemical Co. (The)		165		5,961,450
LyondellBasell Industries NV Class A (Netherlands)(b)		190		8,306,595

See Notes to Financial Statements.

4

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments	Shares (000)		Fair Value
Chemicals (continued)
Monsanto Co.		85	$	6,038,400
Potash Corp. of Saskatchewan, Inc. (Canada)(b)		57		3,226,200
Rockwood Holdings, Inc.*		175		9,203,250
Total				42,062,295
Commercial Banks 2.41%
Huntington Bancshares, Inc.		350		2,310,000
PNC Financial Services Group, Inc. (The)		60		3,745,200
Regions Financial Corp.		400		2,824,000
SunTrust Banks, Inc.		100		2,813,000
U.S. Bancorp		350		8,960,000
Wells Fargo & Co.		475		13,475,750
Zions Bancorporation		135		3,217,050
Total				37,345,000
Communications Equipment 0.79%
Aruba Networks, Inc.*		120		3,410,400
QUALCOMM, Inc.		150		8,788,500
Total				12,198,900
Computers & Peripherals 2.69%
Apple, Inc.*		60		20,869,800
Fortinet, Inc.*		110		5,333,900
Hewlett-Packard Co.		150		5,607,000
International Business Machines Corp.		35		5,912,550
QLogic Corp.*		240		3,883,200
Total				41,606,450
Consumer Finance 0.47%
Capital One Financial Corp.		135		7,335,900
Containers & Packaging 0.31%
Temple-Inland, Inc.		200		4,748,000
Distributors 0.57%
Genuine Parts Co.		160		8,768,000
Diversified Financial Services 1.83%
Bank of America Corp.		935		10,986,250
Fannie Mae*		182		69,092

See Notes to Financial Statements.

5

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments	Shares (000)		Fair Value
Diversified Financial Services (continued)
JPMorgan Chase & Co.		400	$	17,296,000
Total				28,351,342
Diversified Telecommunication Services 2.45%
AT&T, Inc.		500		15,780,000
CenturyLink, Inc.		250		10,790,590
Verizon Communications, Inc.		200		7,386,000
Windstream Corp.		300		4,035,000
Total				37,991,590
Electric: Utilities 0.67%
UniSource Energy Corp.		275		10,419,750
Electrical Equipment 1.55%
A123 Systems, Inc.*		220		1,353,000
AMETEK, Inc.		60		2,609,400
Cooper Industries plc		60		3,771,000
Emerson Electric Co.		185		10,091,750
Rockwell Automation, Inc.		75		6,233,250
Total				24,058,400
Energy Equipment & Services 0.62%
Cameron International Corp.*		75		3,574,500
Schlumberger Ltd.		70		6,000,400
Total				9,574,900
Food & Staples Retailing 1.61%
CVS Caremark Corp.		135		5,223,150
Ingles Markets, Inc. Class A		443		7,892,751
SUPERVALU, INC.		165		1,692,900
Wal-Mart Stores, Inc.		185		10,215,700
Total				25,024,501
Food Products 1.06%
H.J. Heinz Co.		100		5,492,000
Kellogg Co.		100		5,699,000
Kraft Foods, Inc. Class A		150		5,245,500
Total				16,436,500

See Notes to Financial Statements.

6

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments	Shares (000)		Fair Value
Hotels, Restaurants & Leisure 1.34%
Marriott International, Inc. Class A		140	$	5,293,400
McDonald’s Corp.		115		9,377,100
Starwood Hotels & Resorts Worldwide, Inc.		100		6,098,000
Total				20,768,500
Household Products 0.52%
Procter & Gamble Co. (The)		120		8,040,000
Industrial Conglomerates 0.81%
3M Co.		60		5,662,800
General Electric Co.		350		6,874,000
Total				12,536,800
Information Technology Services 0.97%
SAIC, Inc.*		500		8,780,000
SRA International, Inc. Class A*		200		6,190,000
Total				14,970,000
Insurance 0.57%
MetLife, Inc.		200		8,820,000
Internet Software & Services 0.38%
GSI Commerce, Inc.*		200		5,850,000
Machinery 4.01%
Actuant Corp. Class A		350		8,799,000
Caterpillar, Inc.		50		5,290,000
Danaher Corp.		240		13,087,200
Dover Corp.		38		2,521,125
Pall Corp.		150		8,415,000
Parker Hannifin Corp.		100		8,885,000
Snap-on, Inc.		250		15,080,000
Total				62,077,325
Media 1.83%
Belo Corp. Class A*		350		2,779,000
Charter Communications, Inc. Class A*(c)		67		3,791,044
Interpublic Group of Cos., Inc. (The)		550		6,561,500
Omnicom Group, Inc.		90		4,209,300
Time Warner, Inc.		115		4,189,450

See Notes to Financial Statements.

7

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments	Shares (000)		Fair Value
Media (continued)
Walt Disney Co. (The)		165	$	6,868,950
Total				28,399,244
Metals & Mining 0.46%
Barrick Gold Corp. (Canada)(b)		82		3,910,350
Freeport-McMoRan Copper & Gold, Inc.		35		1,807,400
Titanium Metals Corp.*		75		1,404,750
Total				7,122,500
Multi-Line Retail 1.11%
Kohl’s Corp.		150		7,986,000
Target Corp.		185		9,163,050
Total				17,149,050
Oil, Gas & Consumable Fuels 10.06%
Chevron Corp.		350		36,718,500
ConocoPhillips		360		26,359,200
Continental Resources, Inc.*		165		10,926,300
Devon Energy Corp.		60		5,044,200
El Paso Corp.		694		14,608,700
EOG Resources, Inc.		100		10,914,000
Exxon Mobil Corp.		250		20,867,500
Hess Corp.		128		10,092,131
Marathon Oil Corp.		200		10,834,000
Petroleo Brasileiro SA ADR*		196		6,123,834
Whiting Petroleum Corp.*		50		3,355,000
Total				155,843,365
Pharmaceuticals 5.33%
Bristol-Myers Squibb Co.		400		11,504,000
Johnson & Johnson		200		13,458,000
Merck & Co., Inc.		135		4,961,250
Mylan, Inc.*		1,135		26,723,575
Pfizer, Inc.		700		15,015,000
Salix Pharmaceuticals Ltd.*		70		2,802,100
Teva Pharmaceutical Industries Ltd. ADR		161		8,195,816
Total				82,659,741
Real Estate Investment Trusts 0.29%
Plum Creek Timber Co., Inc.		110		4,457,200

See Notes to Financial Statements.

8

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments						Shares (000)		Fair Value
Road & Rail 1.06%
Kansas City Southern*							100	$	5,889,000
Union Pacific Corp.							100		10,497,000
Total									16,386,000
Semiconductors & Semiconductor Equipment 0.68%
Broadcom Corp. Class A*							70		2,518,600
Intel Corp.							250		5,627,500
PMC-Sierra, Inc.*							300		2,352,000
Total									10,498,100
Software 4.04%
Adobe Systems, Inc.*							200		6,926,000
Blackboard, Inc.*							75		3,231,750
Citrix Systems, Inc.*							40		3,504,800
Informatica Corp.*							135		7,919,100
Microsoft Corp.							650		16,256,500
Nuance Communications, Inc.*							275		6,039,000
Oracle Corp.							300		10,266,000
Sourcefire, Inc.*							175		4,674,250
Synchronoss Technologies, Inc.*							120		3,852,000
Total									62,669,400
Specialty Retail 0.47%
Best Buy Co., Inc.							75		2,382,000
Home Depot, Inc. (The)							135		4,897,800
Total									7,279,800
Total Common Stocks (cost $711,984,564)									908,010,403
	Exercise Price			Expiration Date
CONTINGENT VALUE RIGHT 0.01%
Pharmaceuticals
Sanofi* (cost $94,160)		–	(d)		12/31/2020		40		96,000

See Notes to Financial Statements.

9

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments	Interest Rate		Maturity Date		Principal Amount (000)		Fair Value
CONVERTIBLE BONDS 6.07%
Airlines 0.07%
United Continental Holdings, Inc.		4.50%		6/30/2021	$	1,100	$	1,104,180
Automobiles 0.39%
Ford Motor Co.		4.25%		11/15/2016		3,325		6,055,656
Beverages 0.22%
Molson Coors Brewing Co.		2.50%		7/30/2013		3,000		3,356,250
Biotechnology 1.25%
BioMarin Pharmaceutical, Inc.		2.50%		3/29/2013		3,000		5,283,750
Gilead Sciences, Inc.		0.625%		5/1/2013		8,000		9,660,000
Vertex Pharmaceuticals, Inc.		3.35%		10/1/2015		3,500		4,471,250
Total								19,415,000
Commercial Services & Supplies 0.13%
CRA International, Inc.		2.875%		6/15/2034		2,000		1,987,500
Computers & Peripherals 0.48%
EMC Corp.		1.75%		12/1/2013		2,600		4,715,750
SanDisk Corp.		1.50%		8/15/2017		2,300		2,639,250
Total								7,355,000
Electrical Equipment 0.60%
Roper Industries, Inc.		Zero Coupon		1/15/2034		9,000		9,337,500
Electronic Equipment, Instruments & Components 0.29%
Itron, Inc.		2.50%		8/1/2026		4,500		4,550,625
Energy Equipment & Services 0.16%
SunPower Corp.		4.75%		4/15/2014		2,275		2,482,594
Health Care Providers & Services 0.44%
Five Star Quality Care, Inc.		3.75%		10/15/2026		7,025		6,884,500
Information Technology Services 0.17%
CACI International, Inc.		2.125%		5/1/2014		2,000		2,572,500
Metals & Mining 0.56%
Newmont Mining Corp.		1.25%		7/15/2014		5,000		6,737,500

See Notes to Financial Statements.

10

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments	Interest Rate		Maturity Date		Principal Amount (000)		Fair Value
Metals & Mining (continued)
Newmont Mining Corp.		3.00%		2/15/2012	$	1,500	$	1,912,500
Total								8,650,000
Real Estate Investment Trusts 0.17%
ERP Operating LP		3.85%		8/15/2026		2,500		2,576,500
Semiconductors & Semiconductor Equipment 0.64%
Intel Corp.		2.95%		12/15/2035		5,000		5,306,250
Xilinx, Inc.†		2.625%		6/15/2017		3,500		4,641,875
Total								9,948,125
Software 0.30%
Symantec Corp.		1.00%		6/15/2013		3,750		4,626,563
Wireless Telecommunication Services 0.20%
SBA Communications Corp.		4.00%		10/1/2014		2,175		3,140,156
Total Convertible Bonds (cost $87,327,755)								94,042,649
					Shares (000)
CONVERTIBLE PREFERRED STOCKS 6.12%
Auto Components 0.32%
Autoliv, Inc. (Sweden)(b)		8.00%				40		4,154,800
Cooper-Standard Holdings, Inc. PIK(a)		7.00%				4		805,100
Total								4,959,900
Automobiles 0.24%
General Motors Co.		4.75%				74		3,682,350
Capital Markets 0.71%
AMG Capital Trust I		5.10%				200		9,675,000
Legg Mason, Inc.		7.00%				45		1,381,050
Total								11,056,050
Commercial Banks 0.86%
Fifth Third Bancorp		8.50%				40		5,733,316
Wells Fargo & Co.		7.50%				7		7,540,750
Total								13,274,066
Communications Equipment 0.09%
Lucent Technologies Capital Trust I		7.75%				1		1,388,100

See Notes to Financial Statements.

11

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments	Interest Rate				Shares (000)		Fair Value
Diversified Financial Services 0.92%
Bank of America Corp.		7.25%				6	$	5,775,000
Citigroup, Inc.		7.50%				70		8,435,000
Total								14,210,000
Electric: Utilities 0.40%
NextEra Energy, Inc.		8.375%				119		6,175,666
Food Products 1.03%
Archer Daniels Midland Co.		6.25%				200		8,164,000
Bunge Ltd.		4.875%				75		7,865,625
Total								16,029,625
Insurance 0.86%
Hartford Financial Services Group, Inc. (The)		7.25%				135		3,547,800
MetLife, Inc.		5.00%				61		5,045,310
XL Group plc (Ireland)(b)		10.75%				150		4,777,500
Total								13,370,610
Oil, Gas & Consumable Fuels 0.69%
Apache Corp.		6.00%				160		10,644,800
Total Convertible Preferred Stocks (cost $83,186,465)								94,791,167
			Maturity Date		Principal Amount (000)
FLOATING RATE LOANS(e) 0.39%
Diversified Financial Services 0.23%
Nuveen Investments, Inc. 2nd Lien Term Loan		12.50%		7/31/2015	$	3,350		3,591,478
Software 0.16%
Nuance Communications, Inc. Incremental Term Loan		1.97%		3/29/2013		2,481		2,468,267
Total Floating Rate Loans (cost $5,555,665)								6,059,745
					Shares (000)
FOREIGN COMMON STOCKS(f) 4.60%
France 0.55%
Automobiles 0.23%
Renault SA						63		3,605,126

See Notes to Financial Statements.

12

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments	Shares (000)		Fair Value
France (continued)
Electrical Equipment 0.32%
Alstom SA		79	$	4,929,298
Total France				8,534,424
Germany 0.83%
Air Freight & Logistics 0.26%
Deutsche Post AG Registered Shares		213		4,028,781
Household Products 0.26%
Henkel KGaA		70		4,070,644
Software 0.31%
SAP AG		76		4,709,006
Total Germany				12,808,431
Japan 0.26%
Household Durables
Sony Corp.		148		3,953,852
Netherlands 0.20%
Industrial Conglomerates
Koninklijke Philips Electronics NV		114		3,177,627
Norway 0.42%
Commercial Banks
DnB NOR ASA		432		6,517,499
Singapore 0.21%
Airlines
Singapore Airlines Ltd.		281		3,227,498
Switzerland 1.11%
Chemicals 0.34%
Syngenta AG Registered Shares		15		5,254,056
Food Products 0.28%
Nestle SA Registered Shares		68		4,372,404

See Notes to Financial Statements.

13

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments					Shares (000)		Fair Value
Switzerland (continued)
Pharmaceuticals 0.49%
Roche Holding Ltd. AG						43	$	7,541,865
Total Switzerland								17,168,325
United Kingdom 1.02%
Metals & Mining 0.56%
Anglo American plc						102		5,095,199
Vedanta Resources plc						101		3,588,509
Total								8,683,708
Wireless Telecommunication Services 0.46%
Vodafone Group plc						2,582		7,179,247
Total United Kingdom								15,862,955
Total Foreign Common Stocks (cost $61,059,142)								71,250,611
	Interest Rate		Maturity Date		Principal Amount (000)
HIGH YIELD CORPORATE BONDS 23.01%
Aerospace & Defense 0.29%
GeoEye, Inc.		9.625%		10/1/2015	$	3,550		4,024,813
Huntington Ingalls Industries, Inc.†		7.125%		3/15/2021		375		393,281
Total								4,418,094
Airlines 0.22%
United Airlines, Inc.†		9.875%		8/1/2013		3,150		3,378,375
Auto Components 0.14%
Dana Holding Corp.		6.75%		2/15/2021		1,000		1,005,000
Uncle Acquisition 2010 Corp.†		8.625%		2/15/2019		1,065		1,123,575
Total								2,128,575
Automobiles 0.37%
Chrysler Group LLC/CG Co-Issuer, Inc.†		8.25%		6/15/2021		2,300		2,305,750
TRW Automotive, Inc.†		8.875%		12/1/2017		2,975		3,354,312
Total								5,660,062
Building Products 0.09%
New Enterprise Stone & Lime Co., Inc.†		11.00%		9/1/2018		1,500		1,456,875

See Notes to Financial Statements.

14

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments	Interest Rate		Maturity Date		Principal Amount (000)		Fair Value
Capital Markets 0.64%
Nuveen Investments, Inc.		10.50%		11/15/2015	$	6,000	$	6,390,000
Pinafore LLC/Pinafore, Inc.†		9.00%		10/1/2018		450		496,125
Raymond James Financial, Inc.		8.60%		8/15/2019		2,500		3,100,025
Total								9,986,150
Chemicals 0.65%
Chemtura Corp.†		7.875%		9/1/2018		2,000		2,175,000
Dow Chemical Co. (The)		8.55%		5/15/2019		983		1,282,032
INEOS Group Holdings plc (United Kingdom)†(b)		8.50%		2/15/2016		4,250		4,393,437
Lyondell Chemical Co.†		8.00%		11/1/2017		2,023		2,280,933
Total								10,131,402
Commercial Banks 0.36%
SVB Financial Group		5.375%		9/15/2020		1,625		1,648,582
Zions Bancorporation		7.75%		9/23/2014		3,500		3,851,068
Total								5,499,650
Commercial Services & Supplies 0.71%
Bunge NA Finance LP		5.90%		4/1/2017		1,625		1,785,069
Clean Harbors, Inc.†		7.625%		8/15/2016		1,375		1,474,687
First Data Corp.†		8.25%		1/15/2021		2,500		2,506,250
First Data Corp.		9.875%		9/24/2015		302		313,325
First Data Corp.†		12.625%		1/15/2021		1,349		1,473,783
International Lease Finance Corp.		6.25%		5/15/2019		925		929,921
International Lease Finance Corp.		8.75%		3/15/2017		2,200		2,497,000
Total								10,980,035
Communications Equipment 1.12%
Avaya, Inc.†		7.00%		4/1/2019		3,500		3,438,750
Brocade Communications Systems, Inc.		6.625%		1/15/2018		3,500		3,753,750
Brocade Communications Systems, Inc.		6.875%		1/15/2020		1,950		2,127,937
CommScope, Inc.†		8.25%		1/15/2019		4,250		4,473,125
Hughes Network Systems LLC		9.50%		4/15/2014		3,500		3,622,500
Total								17,416,062
Consumer Finance 0.26%
Ford Motor Credit Co. LLC		8.00%		6/1/2014		1,500		1,685,885
Springleaf Finance Corp.		6.90%		12/15/2017		2,500		2,387,500
Total								4,073,385

See Notes to Financial Statements.

15

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments	Interest Rate			Maturity Date			Principal Amount (000)		Fair Value
Containers & Packaging 0.99%
Ardagh Packaging Finance plc (Ireland)†(b)		7.375%			10/15/2017		$	1,200	$	1,287,000
Ardagh Packaging Finance plc (Ireland)†(b)		9.125%			10/15/2020			1,350		1,491,750
Ball Corp.		7.375%			9/1/2019			2,500		2,731,250
Crown Cork & Seal Co., Inc.		7.375%			12/15/2026			6,000		6,015,000
Graphic Packaging International, Inc.		9.50%			8/15/2013			2,014		2,074,420
Sealed Air Corp.		7.875%			6/15/2017			1,500		1,691,092
Total										15,290,512
Diversified Financial Services 0.98%
Capital One Capital VI		8.875%			5/15/2040			3,445		3,595,719
International Lease Finance Corp.		8.25%			12/15/2020			650		731,250
New York City Industrial Development Agency†		11.00%			3/1/2029			2,800		3,536,736
RBS Global, Inc./Rexnord LLC		8.50%			5/1/2018			3,000		3,270,000
RBS Global, Inc./Rexnord LLC		11.75%			8/1/2016			2,850		3,056,625
Wachovia Capital Trust III		5.57%	#		–	(g)		1,000		929,250
Total										15,119,580
Diversified Telecommunication Services 0.74%
Intelsat Luxembourg SA (Luxembourg)(b)		11.25%			2/4/2017			4,150		4,502,750
SBA Telecommunications, Inc.		8.25%			8/15/2019			2,500		2,765,625
Windstream Corp.		7.00%			3/15/2019			4,000		4,150,000
Total										11,418,375
Electric: Utilities 0.30%
Ameren Illinois Co.		9.75%			11/15/2018			2,500		3,318,225
Texas Competitive Electric Holdings Co. LLC†		11.50%			10/1/2020			1,250		1,271,875
Total										4,590,100
Electronic Equipment, Instruments & Components 0.22%
Emerson Electric Co.		5.25%			10/15/2018			3,000		3,415,854
Energy Equipment & Services 0.09%
Dresser-Rand Group, Inc.†		6.50%			5/1/2021			975		1,011,563
SESI LLC†		6.375%			5/1/2019			450		450,000
Total										1,461,563
Food Products 0.17%
Blue Merger Sub, Inc.†		7.625%			2/15/2019			1,250		1,282,031
Corn Products International, Inc.		4.625%			11/1/2020			1,300		1,329,844
Total										2,611,875

See Notes to Financial Statements.

16

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments	Interest Rate		Maturity Date		Principal Amount (000)		Fair Value
Health Care Equipment & Supplies 0.71%
Bausch & Lomb, Inc.		9.875%		11/1/2015	$	2,000	$	2,150,000
Bio-Rad Laboratories, Inc.		8.00%		9/15/2016		3,500		3,876,250
Biomet, Inc.		10.00%		10/15/2017		3,000		3,330,000
HCA, Inc.		9.125%		11/15/2014		1,500		1,568,437
Total								10,924,687
Health Care Providers & Services 1.30%
Community Health Systems, Inc.		8.875%		7/15/2015		6,000		6,210,000
STHI Holding Corp.†		8.00%		3/15/2018		2,500		2,587,500
Tenet Healthcare Corp.		9.25%		2/1/2015		3,500		3,867,500
United Surgical Partners International, Inc. PIK		9.25%		5/1/2017		4,000		4,265,000
Vanguard Health Holding Co. II LLC/Vanguard Holding Co. II, Inc.		8.00%		2/1/2018		3,075		3,221,062
Total								20,151,062
Hotels, Restaurants & Leisure 1.23%
Caesar’s Entertainment Operating Co., Inc.		5.625%		6/1/2015		2,000		1,730,000
Hyatt Hotels Corp.†		5.75%		8/15/2015		3,000		3,163,545
Marina District Finance Co., Inc.†		9.875%		8/15/2018		3,000		3,150,000
McDonald’s Corp.		5.00%		2/1/2019		1,800		2,024,635
River Rock Entertainment Authority (The)		9.75%		11/1/2011		1,700		1,504,500
Starwood Hotels & Resorts Worldwide, Inc.		7.875%		10/15/2014		2,000		2,310,000
Station Casinos, Inc.(h)		6.50%		2/1/2014		4,000		400
Wendy’s/Arby’s Restaurants LLC		10.00%		7/15/2016		3,000		3,352,500
Wyndham Worldwide Corp.		5.75%		2/1/2018		1,000		1,057,939
Wynn Las Vegas LLC/Capital Corp.		7.75%		8/15/2020		750		825,937
Total								19,119,456
Household Durables 0.37%
Armored AutoGroup, Inc.†		9.25%		11/1/2018		1,000		1,018,750
K. Hovnanian Enterprises, Inc.		10.625%		10/15/2016		1,675		1,691,750
Lennar Corp.		12.25%		6/1/2017		2,500		3,078,125
Total								5,788,625
Independent Power Producers & Energy Traders 0.47%
AES Corp. (The)		8.00%		10/15/2017		2,500		2,715,625
Dynegy Holdings, Inc.		8.375%		5/1/2016		3,000		2,497,500
Mirant Americas Generation LLC		9.125%		5/1/2031		2,000		2,050,000
Total								7,263,125

See Notes to Financial Statements.

17

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments	Interest Rate			Maturity Date		Principal Amount (000)		Fair Value
Information Technology Services 0.60%
SunGard Data Systems, Inc.		7.375%			11/15/2018	$	2,000	$	2,050,000
SunGard Data Systems, Inc.		7.625%			11/15/2020		900		938,250
SunGard Data Systems, Inc.		10.25%			8/15/2015		6,000		6,255,000
Total									9,243,250
Insurance 0.22%
Liberty Mutual Group, Inc.†		10.75%			6/15/2058		2,500		3,412,500
Leisure Equipment & Products 0.30%
Expedia, Inc.		8.50%			7/1/2016		1,280		1,408,000
Speedway Motorsports, Inc.		8.75%			6/1/2016		3,000		3,300,000
Total									4,708,000
Machinery 0.42%
Oshkosh Corp.		8.50%			3/1/2020		2,500		2,762,500
Park-Ohio Industries, Inc.†		8.125%			4/1/2021		3,700		3,801,750
Total									6,564,250
Media 1.53%
Affinion Group, Inc.		11.50%			10/15/2015		4,000		4,180,000
CCO Holdings LLC/CCO Holdings Capital Corp.		8.125%			4/30/2020		3,000		3,258,750
Cumulus Media, Inc.†		7.75%			5/1/2019		2,000		2,010,000
DISH DBS Corp.†		6.75%			6/1/2021		4,000		4,060,000
EH Holding Corp.†		7.625%			6/15/2021		1,100		1,130,250
Gray Television, Inc.		10.50%			6/29/2015		1,500		1,601,250
Mediacom Broadband LLC		8.50%			10/15/2015		4,175		4,357,656
Mediacom Communications Corp.		9.125%			8/15/2019		1,500		1,635,000
WMG Acquisition Corp.		9.50%			6/15/2016		1,420		1,514,075
Total									23,746,981
Metals & Mining 0.96%
AEP Industries, Inc.†		8.25%			4/15/2019		2,500		2,562,500
Cliffs Natural Resources, Inc.		5.90%			3/15/2020		1,500		1,651,433
FMG Resources (August 2006) Pty Ltd. (Australia)†(b)		6.875%			2/1/2018		1,525		1,601,250
Freeport-McMoRan Copper & Gold, Inc.		8.375%			4/1/2017		3,500		3,841,330
Mirabela Nickel Ltd. (Australia)†(b)		8.75%			4/15/2018		1,875		1,898,437
Noranda Aluminum Acquisition Corp. PIK		4.417%	#		5/15/2015		3,406		3,277,396
Total									14,832,346

See Notes to Financial Statements.

18

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments	Interest Rate		Maturity Date		Principal Amount (000)		Fair Value
Multi-Line Retail 0.19%
Macy’s Retail Holdings, Inc.		8.125%		7/15/2015	$	2,500	$	3,012,500
Multi-Utilities 0.53%
Black Hills Corp.		9.00%		5/15/2014		3,650		4,246,928
NiSource Finance Corp.		10.75%		3/15/2016		3,000		3,947,337
Total								8,194,265
Oil, Gas & Consumable Fuels 3.29%
Chaparral Energy, Inc.		8.25%		9/1/2021		4,500		4,680,000
Concho Resources, Inc.		7.00%		1/15/2021		2,000		2,100,000
CONSOL Energy, Inc.		8.25%		4/1/2020		3,500		3,902,500
Continental Resources, Inc.		8.25%		10/1/2019		6,000		6,630,000
El Paso Corp.		7.00%		6/15/2017		2,630		3,062,343
El Paso Corp.		7.25%		6/1/2018		3,300		3,899,188
Energy XXI Gulf Coast, Inc.†		7.75%		6/15/2019		2,500		2,518,750
Forest Oil Corp.		7.25%		6/15/2019		2,000		2,065,000
IFM US Colonial Pipeline 2 LLC†		6.45%		5/1/2021		3,000		3,197,490
LINN Energy LLC/LINN Energy Finance Corp.†		7.75%		2/1/2021		1,850		1,961,000
MEG Energy Corp. (Canada)†(b)		6.50%		3/15/2021		2,200		2,224,750
Oasis Petroleum, Inc.†		7.25%		2/1/2019		3,200		3,232,000
OGX Petroleo e Gas Participacoes SA (Brazil)†(b)		8.50%		6/1/2018		2,775		2,854,087
SandRidge Energy, Inc.†		7.50%		3/15/2021		2,100		2,176,125
SM Energy Co.†		6.625%		2/15/2019		3,000		3,078,750
Tennessee Gas Pipeline Co.		7.00%		10/15/2028		2,000		2,341,204
Whiting Petroleum Corp.		6.50%		10/1/2018		1,000		1,045,000
Total								50,968,187
Paper & Forest Products 0.15%
Longview Fibre Paper & Packaging, Inc.†		8.00%		6/1/2016		2,350		2,397,000
Personal Products 0.15%
Elizabeth Arden, Inc.		7.375%		3/15/2021		2,150		2,268,250
Pharmaceuticals 0.25%
Mylan, Inc.†		7.625%		7/15/2017		650		719,063
Mylan, Inc.†		7.875%		7/15/2020		650		723,125
Valeant Pharmaceuticals International†		6.75%		8/15/2021		2,500		2,431,250
Total								3,873,438
Real Estate Investment Trusts 0.11%
ProLogis		6.875%		3/15/2020		1,500		1,705,815

See Notes to Financial Statements.

19

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments	Interest Rate		Maturity Date		Principal Amount (000)		Fair Value
Road & Rail 0.22%
Florida East Coast Railway Corp.†		8.125%		2/1/2017	$	2,600	$	2,723,500
Kansas City Southern de Mexico SA de CV (Mexico)†(b)		6.125%		6/15/2021		625		631,250
Total								3,354,750
Semiconductors & Semiconductor Equipment 0.09%
Sensata Technologies BV (Netherlands)†(b)		6.50%		5/15/2019		1,300		1,321,125
Specialty Retail 0.39%
Brookstone Co., Inc.†		13.00%		10/15/2014		1,564		1,341,130
Limited Brands, Inc.		8.50%		6/15/2019		4,000		4,705,000
Total								6,046,130
Textiles, Apparel & Luxury Goods 0.23%
Polymer Group, Inc.†		7.75%		2/1/2019		3,500		3,622,500
Thrifts & Mortgage Finance 0.00%
Washington Mutual Bank(h)		6.875%		6/15/2011		4,350		16,313
Tobacco 0.09%
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Luxembourg SA†		8.75%		5/15/2018		1,375		1,436,875
Transportation Infrastructure 0.09%
Asciano Finance Ltd. (Australia)†(b)		4.625%		9/23/2020		1,500		1,468,821
Wireless Telecommunication Services 0.78%
Clearwire Communications LLC/Clearwire Finance, Inc.†		12.00%		12/1/2017		2,500		2,734,375
Intelsat Jackson Holdings SA (Luxembourg)†(b)		7.50%		4/1/2021		2,300		2,340,250
Sprint Capital Corp.		6.90%		5/1/2019		5,000		5,250,000
Wind Acquisition Finance SA (Italy)†(b)		11.75%		7/15/2017		1,500		1,751,250
Total								12,075,875
Total High Yield Corporate Bonds (cost $339,559,080)								356,552,650
					Shares (000)
PREFERRED STOCK 0.02%
Thrifts & Mortgage Finance
Fannie Mae (cost $3,071,479)		Zero Coupon				122		344,886

See Notes to Financial Statements.

20

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments	Exercise Price		Expiration Date		Shares (000)		Fair Value
WARRANTS 0.03%
Auto Components 0.02%
Cooper-Standard Holdings, Inc.*	$	27.33		11/27/2017		8	$	208,781
Cooper-Standard Holdings, Inc.*(a)		27.33		11/27/2017		7		167,504
Total								376,285
Media 0.01%
Charter Communications, Inc.*		46.86		11/30/2014		9		139,105
Total Warrants (cost $175,119)								515,390
Total Long-Term Investments (cost $1,292,013,429)								1,531,663,501
					Principal Amount (000)
SHORT-TERM INVESTMENT 0.79%
Repurchase Agreement
Repurchase Agreement dated 5/31/2011, 0.01% due 6/1/2011 with Fixed Income Clearing Corp. collateralized by $11,615,000 of Federal Home Loan Mortgage Corp. at 5.125% due 7/15/2012; value: $12,471,606; proceeds: $12,223,713 (cost $12,223,710)					$	12,224		12,223,709
Total Investments in Securities 99.65% (cost $1,304,237,139)								1,543,887,210
Cash, Foreign Cash and Other Assets in Excess of Liabilities(i) 0.35%								5,487,954
Net Assets 100.00%							$	1,549,375,164

ADR	American Depositary Receipt.
PIK	Payment-in-kind.
*	Non-income producing security.
†	Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and, unless registered under such Act or exempted from registration, may only be resold to qualified institutional investors. Unless otherwise noted, 144A securities are deemed to be liquid.
#	Variable rate security. The interest rate represents the rate in effect at May 31, 2011.
(a)	Restricted securities of Cooper Standard Holdings, Inc. acquired through private placement for the period ending May 31, 2011 are as follows:

Investment Type	Acquisition Date	Acquired Shares	Cost on Acquisition Date	Fair value per share at May 31, 2011
Common Stock	May 24, 2010	112,304	$2,473,355	$47.75
Convertible Preferred Stock	May 24, 2010	3,840	384,000	207.50
Convertible Preferred Stock	July 19, 2010	40	4,000	207.50
Warrant	May 27, 2010	6,505	–	25.75

See Notes to Financial Statements.

21

Schedule of Investments (unaudited)(concluded)

May 31, 2011

(b)	Foreign security traded in U.S. dollars.
(c)	Restricted security. As of May 31, 2011, the Fund owned 67,110 shares which were acquired through a private placement on June 11, 2009. The cost of these shares is $1,258,313. The fair value price per share on May 31, 2011 is $56.49.
(d)	Contingent Value Right entitles the holder to receive cash payments if specified milestones are achieved.
(e)	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 May 31, 2011.
(f)	Investment in non-U.S. dollar denominated securities.
(g)	Security is perpetual in nature and has no stated maturity.
(h)	Defaulted security.
(i)	Cash, Foreign Cash and Other Assets in Excess of Liabilities include net unrealized depreciation on open futures contracts as follows:

Open Futures Contracts at May 31, 2011:

Type	Expiration	Contracts		Position	Market Value		Unrealized Depreciation
U.S. 10-Year Treasury Note	June 2011		125	Short	$	(15,503,906)	$	(739,880)

See Notes to Financial Statements.

22

Statement of Assets and Liabilities (unaudited)

May 31, 2011

ASSETS:
Investments in securities, at fair value (cost $1,304,237,139)	$	1,543,887,210
Deposits with broker for futures collateral		200,000
Cash		1,890
Foreign cash, at value (cost $799,170)		859,196
Receivables:
Interest and dividends		10,179,779
Investment securities sold		3,029,749
Capital shares sold		1,455,291
Prepaid expenses and other assets		92,640
Total assets		1,559,705,755
LIABILITIES:
Payables:
Investment securities purchased		6,261,181
Capital shares reacquired		2,208,248
Management fee		957,201
12b-1 distribution fees		381,093
Directors’ fees		145,828
Fund administration		52,271
Variation margin		21,452
To affiliates (See Note 3)		44,081
Accrued expenses and other liabilities		259,236
Total liabilities		10,330,591
NET ASSETS	$	1,549,375,164
COMPOSITION OF NET ASSETS:
Paid-in capital	$	1,557,141,452
Undistributed net investment income		4,372,971
Accumulated net realized loss on investments, futures contracts and foreign currency related transactions		(251,114,902	)
Net unrealized appreciation on investments, futures contracts and translation of assets and liabilities denominated in foreign currencies		238,975,643
Net Assets	$	1,549,375,164

See Notes to Financial Statements.

23

Statement of Assets and Liabilities (unaudited)(concluded)

May 31, 2011

Net assets by class:
Class A Shares	$	1,016,837,547
Class B Shares	$	48,827,153
Class C Shares	$	61,706,950
Class F Shares	$	9,923,638
Class I Shares	$	407,029,367
Class P Shares	$	2,153,957
Class R2 Shares	$	33,484
Class R3 Shares	$	2,863,068
Outstanding shares by class:
Class A Shares (300 million shares of common stock authorized, $.001 par value)		81,456,765
Class B Shares (30 million shares of common stock authorized, $.001 par value)		3,945,341
Class C Shares (20 million shares of common stock authorized, $.001 par value)		4,976,413
Class F Shares (30 million shares of common stock authorized, $.001 par value)		795,203
Class I Shares (100 million shares of common stock authorized, $.001 par value)		32,406,003
Class P Shares (20 million shares of common stock authorized, $.001 par value)		172,047
Class R2 Shares (30 million shares of common stock authorized, $.001 par value)		2,668
Class R3 Shares (30 million shares of common stock authorized, $.001 par value)		229,867
Net asset value, offering and redemption price per share (Net assets divided by outstanding shares):
Class A Shares-Net asset value		$12.48
Class A Shares-Maximum offering price (Net asset value plus sales charge of 5.75%)		$13.24
Class B Shares-Net asset value		$12.38
Class C Shares-Net asset value		$12.40
Class F Shares-Net asset value		$12.48
Class I Shares-Net asset value		$12.56
Class P Shares-Net asset value		$12.52
Class R2 Shares-Net asset value		$12.55
Class R3 Shares-Net asset value		$12.46

See Notes to Financial Statements.

24

Statement of Operations (unaudited)

For the Six Months Ended May 31, 2011

Investment income:
Dividends (net of foreign withholding taxes of $207,090)	$	12,174,342
Interest		14,559,661
Total investment income		26,734,003
Expenses:
Management fee		5,501,963
12b-1 distribution plan-Class A		1,744,677
12b-1 distribution plan-Class B		250,783
12b-1 distribution plan-Class C		300,349
12b-1 distribution plan-Class F		4,399
12b-1 distribution plan-Class P		4,794
12b-1 distribution plan-Class R2		106
12b-1 distribution plan-Class R3		6,221
Shareholder servicing		755,607
Fund administration		300,151
Subsidy (See Note 3)		285,418
Reports to shareholders		70,750
Registration		63,945
Professional		25,959
Directors’ fees		19,601
Custody		19,525
Other		23,568
Gross expenses		9,377,816
Expense reductions (See Note 7)		(840	)
Net expenses		9,376,976
Net investment income		17,357,027
Net realized and unrealized gain:
Net realized gain on investments, futures contracts and foreign currency related transactions		23,195,789
Net change in unrealized appreciation on investments, futures contracts, and translation of assets and liabilities denominated in foreign currencies		128,512,695
Net realized and unrealized gain		151,708,484
Net Increase in Net Assets Resulting From Operations	$	169,065,511

See Notes to Financial Statements.

25

Statements of Changes in Net Assets

INCREASE (DECREASE) IN NET ASSETS	For the Six Months Ended May 31, 2011 (unaudited)			For the Year Ended November 30, 2010
Operations:
Net investment income	$	17,357,027		$	36,717,619
Net realized gain on investments, futures contracts and foreign currency related transactions		23,195,789			24,854,330
Net change in unrealized appreciation on investments, futures contracts and translation of assets and liablities denominated in foreign currencies		128,512,695			93,553,768
Net increase in net assets resulting from operations		169,065,511			155,125,717
Distributions to shareholders from:
Net investment income
Class A		(11,491,394	)		(26,532,498	)
Class B		(423,940	)		(1,130,938	)
Class C		(511,563	)		(1,233,119	)
Class F		(112,063	)		(168,005	)
Class I		(4,918,172	)		(9,743,835	)
Class P		(23,718	)		(67,250	)
Class R2		(319	)		(680	)
Class R3		(26,409	)		(31,016	)
Total distributions to shareholders		(17,507,578	)		(38,907,341	)
Capital share transactions (Net of share conversions) (See Note 11):
Net proceeds from sales of shares		129,225,057			179,592,332
Reinvestment of distributions		17,125,063			38,022,779
Cost of shares reacquired		(136,710,769	)		(350,504,539	)
Net increase (decrease) in net assets resulting from capital share transactions		9,639,351			(132,889,428	)
Net increase (decrease) in net assets		161,197,284			(16,671,052	)
NET ASSETS:
Beginning of period	$	1,388,177,880		$	1,404,848,932
End of period	$	1,549,375,164		$	1,388,177,880
Undistributed net investment income	$	4,372,971		$	4,523,522

See Notes to Financial Statements.

26

Financial Highlights

	Class A Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$11.26			$10.35			$  8.66			$13.49			$13.56			$12.44
Investment operations:
Net investment income(a)		.14			.28			.34			.41			.37			.33
Net realized and unrealized gain (loss)		1.22			.93			1.72			(4.26	)		.33			1.29
Total from investment operations		1.36			1.21			2.06			(3.85	)		.70			1.62
Distributions to shareholders from:
Net investment income		(.14	)		(.30	)		(.37	)		(.44	)		(.35	)		(.36	)
Net realized gain		–			–			–			(.54	)		(.42	)		(.14	)
Total distributions		(.14	)		(.30	)		(.37	)		(.98	)		(.77	)		(.50	)
Net asset value, end of period		$12.48			$11.26			$10.35			$  8.66			$13.49			$13.56
Total Return(b)		12.13	%(c)		11.90	%		24.58	%		(30.43	)%		5.27	%		13.42	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		.64	%(c)		1.31	%		1.37	%		1.32	%		1.29	%		1.33	%
Expenses, including expense reductions and management fee waived		.64	%(c)		1.31	%		1.37	%		1.32	%		1.29	%		1.33	%
Expenses, excluding expense reductions and management fee waived		.64	%(c)		1.31	%		1.37	%		1.32	%		1.29	%		1.33	%
Net investment income		1.13	%(c)		2.64	%		3.66	%		3.61	%		2.68	%		2.60	%
Supplemental Data:
Net assets, end of period (000)		$1,016,838			$933,371			$974,791			$852,774			$1,379,814			$1,111,167
Portfolio turnover rate		9.87	%(c)		29.52	%		52.24	%		54.70	%		26.32	%		43.85	%

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

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

^(c)  Not annualized.

See Notes to Financial Statements.

27

Financial Highlights (continued)

	Class B Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$11.16			$10.26			$8.59			$13.38			$13.46			$12.36
Investment operations:
Net investment income(a)		.10			.21			.27			.33			.28			.24
Net realized and unrealized gain (loss)		1.22			.92			1.71			(4.21	)		.33			1.28
Total from investment operations		1.32			1.13			1.98			(3.88	)		.61			1.52
Distributions to shareholders from:
Net investment income		(.10	)		(.23	)		(.31	)		(.37	)		(.27	)		(.28	)
Net realized gain		—			—			—			(.54	)		(.42	)		(.14	)
Total distributions		(.10	)		(.23	)		(.31	)		(.91	)		(.69	)		(.42	)
Net asset value, end of period		$12.38			$11.16			$10.26			$8.59			$13.38			$13.46
Total Return(b)		11.87	%(c)		11.17	%		23.75	%		(30.86	)%		4.56	%		12.62	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		.97	%(c)		1.96	%		2.02	%		1.97	%		1.94	%		1.98	%
Expenses, including expense reductions and management fee waived		.97	%(c)		1.96	%		2.02	%		1.97	%		1.94	%		1.98	%
Expenses, excluding expense reductions and management fee waived		.97	%(c)		1.96	%		2.02	%		1.97	%		1.94	%		1.98	%
Net investment income		.80	%(c)		1.99	%		3.00	%		2.96	%		2.03	%		1.95	%
Supplemental Data:
Net assets, end of period (000)		$48,827			$48,714			$53,941			$44,682			$74,748			$64,045
Portfolio turnover rate		9.87	%(c)		29.52	%		52.24	%		54.70	%		26.32	%		43.85	%

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

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

^(c)  Not annualized.

See Notes to Financial Statements.

28

Financial Highlights (continued)

	Class C Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$11.18			$10.28			$8.60			$13.40			$13.48			$12.37
Investment operations:
Net investment income(a)		.10			.21			.28			.33			.28			.24
Net realized and unrealized gain (loss)		1.22			.92			1.71			(4.23	)		.33			1.28
Total from investment operations		1.32			1.13			1.99			(3.90	)		.61			1.52
Distributions to shareholders from:
Net investment income		(.10	)		(.23	)		(.31	)		(.36	)		(.27	)		(.27	)
Net realized gain		–			–			–			(.54	)		(.42	)		(.14	)
Total distributions		(.10	)		(.23	)		(.31	)		(.90	)		(.69	)		(.41	)
Net asset value, end of period		$12.40			$11.18			$10.28			$8.60			$13.40			$13.48
Total Return(b)		11.86	%(c)		11.15	%		23.82	%		(30.90	)%		4.57	%		12.68	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		.96	%(c)		1.96	%		2.02	%		1.97	%		1.94	%		1.98	%
Expenses, including expense reductions and management fee waived		.96	%(c)		1.96	%		2.02	%		1.97	%		1.94	%		1.98	%
Expenses, excluding expense reductions and management fee waived		.96	%(c)		1.96	%		2.02	%		1.97	%		1.94	%		1.98	%
Net investment income		.81	%(c)		1.99	%		3.02	%		2.95	%		2.03	%		1.95	%
Supplemental Data:
Net assets, end of period (000)		$61,707			$56,383			$59,267			$54,081			$99,713			$77,477
Portfolio turnover rate		9.87	%(c)		29.52	%		52.24	%		54.70	%		26.32	%		43.85	%

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

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

^(c) Not annualized.

See Notes to Financial Statements.

29

Financial Highlights (continued)

	Class F Shares
	Six Months Ended 5/31/2011 (unaudited)			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		$11.25			$10.34			$8.65			$13.49			$13.83
Investment operations:
Net investment income(b)		.15			.31			.34			.43			.06
Net realized and unrealized gain (loss)		1.23			.93			1.75			(4.25	)		(.40	)
Total from investment operations		1.38			1.24			2.09			(3.82	)		(.34	)
Distributions to shareholders from:
Net investment income		(.15	)		(.33	)		(.40	)		(.48	)		–
Net realized gain		–			–			–			(.54	)		–
Total distributions		(.15	)		(.33	)		(.40	)		(1.02	)		–
Net asset value, end of period		$12.48			$11.25			$10.34			$8.65			$13.49
Total Return(c)		12.37	%(d)		12.09	%		25.05	%		(30.31	)%		(2.46	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		.52	%(d)		1.06	%		1.11	%		1.10	%		.18	%(d)
Expenses, including expense reductions and management fee waived		.52	%(d)		1.06	%		1.11	%		1.10	%		.18	%(d)
Expenses, excluding expense reductions and management fee waived		.52	%(d)		1.06	%		1.11	%		1.10	%		.18	%(d)
Net investment income		1.26	%(d)		2.91	%		3.66	%		4.21	%		.47	%(d)
Supplemental Data:
Net assets, end of period (000)		$9,924			$7,395			$4,238			$1,194			$10
Portfolio turnover rate		9.87	%(d)		29.52	%		52.24	%		54.70	%		26.32	%

^(a) Commencement of 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.

30

Financial Highlights (continued)

				Class I Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$11.33			$10.41			$8.70			$13.56			$13.62			$12.50
Investment operations:
Net investment income(a)		.16			.32			.36			.45			.41			.37
Net realized and unrealized gain (loss)		1.23			.94			1.75			(4.28	)		.35			1.29
Total from investment operations		1.39			1.26			2.11			(3.83	)		.76			1.66
Distributions to shareholders from:
Net investment income		(.16	)		(.34	)		(.40	)		(.49	)		(.40	)		(.40	)
Net realized gain		—			—			—			(.54	)		(.42	)		(.14	)
Total distributions		(.16	)		(.34	)		(.40	)		(1.03	)		(.82	)		(.54	)
Net asset value, end of period		$12.56			$11.33			$10.41			$8.70			$13.56			$13.62
Total Return(b)		12.34	%(c)		12.33	%		25.13	%		(30.24	)%		5.67	%		13.75	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		.47	%(c)		.96	%		1.01	%		.97	%		.96	%		.98	%
Expenses, including expense reductions and management fee waived		.47	%(c)		.96	%		1.01	%		.97	%		.96	%		.98	%
Expenses, excluding expense reductions and management fee waived		.47	%(c)		.96	%		1.01	%		.97	%		.96	%		.98	%
Net investment income		1.31	%(c)		2.98	%		3.91	%		3.97	%		2.98	%		2.95	%
Supplemental Data:
Net assets, end of period (000)		$407,029			$337,978			$309,336			$197,714			$271,015			$10,342
Portfolio turnover rate		9.87	%(c)		29.52	%		52.24	%		54.70	%		26.32	%		43.85	%

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

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

^(c) Not annualized.

See Notes to Financial Statements.

31

Financial Highlights (continued)

	Class P Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$11.29			$10.38			$8.68			$13.52			$13.59			$12.47
Investment operations:
Net investment income(a)		.13			.27			.33			.40			.36			.32
Net realized and unrealized gain (loss)		1.23			.93			1.73			(4.27	)		.33			1.29
Total from investment operations		1.36			1.20			2.06			(3.87	)		.69			1.61
Distributions to shareholders from:
Net investment income		(.13	)		(.29	)		(.36	)		(.43	)		(.34	)		(.35	)
Net realized gain		–			–			–			(.54	)		(.42	)		(.14	)
Total distributions		(.13	)		(.29	)		(.36	)		(.97	)		(.76	)		(.49	)
Net asset value, end of period		$12.52			$11.29			$10.38			$8.68			$13.52			$13.59
Total Return(b)		12.13	%(c)		11.75	%		24.52	%		(30.50	)%		5.15	%		13.31	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		.69	%(c)		1.41	%		1.46	%		1.42	%		1.39	%		1.43	%
Expenses, including expense reductions and management fee waived		.69	%(c)		1.41	%		1.46	%		1.42	%		1.39	%		1.43	%
Expenses, excluding expense reductions and management fee waived		.69	%(c)		1.41	%		1.46	%		1.42	%		1.39	%		1.43	%
Net investment income		1.08	%(c)		2.54	%		3.54	%		3.52	%		2.58	%		2.50	%
Supplemental Data:
Net assets, end of period (000)		$2,154			$2,191			$2,906			$2,370			$3,062			$2,365
Portfolio turnover rate		9.87	%(c)		29.52	%		52.24	%		54.70	%		26.32	%		43.85	%

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

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

^(c) Not annualized.

See Notes to Financial Statements.

32

Financial Highlights (continued)

	Class R2 Shares
	Six Months Ended 5/31/2011 (unaudited)			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		$11.31			$10.40			$8.70			$13.48			$13.83
Investment operations:
Net investment income(b)		.12			.26			.31			.44			.05
Net realized and unrealized gain (loss)		1.24			.92			1.75			(4.27	)		(.40	)
Total from investment operations		1.36			1.18			2.06			(3.83	)		(.35	)
Distributions to shareholders from:
Net investment income		(.12	)		(.27	)		(.36	)		(.41	)		–
Net realized gain		–			–			–			(.54	)		–
Total distributions		(.12	)		(.27	)		(.36	)		(.95	)		–
Net asset value, end of period		$12.55			$11.31			$10.40			$8.70			$13.48
Total Return(c)		12.08	%(d)		11.56	%		24.47	%		(30.23	)%		(2.53	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		.76	%(d)		1.55	%		1.49	%		1.06	%		.27	%(d)
Expenses, including expense reductions and management fee waived		.76	%(d)		1.55	%		1.49	%		1.06	%		.27	%(d)
Expenses, excluding expense reductions and management fee waived		.76	%(d)		1.56	%		1.49	%		1.06	%		.27	%(d)
Net investment income		1.01	%(d)		2.39	%		3.34	%		3.87	%		.37	%(d)
Supplemental Data:
Net assets, end of period (000)		$33			$30			$29			$7			$10
Portfolio turnover rate		9.87	%(d)		29.52	%		52.24	%		54.70	%		26.32	%

^(a) Commencement of 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.

33

Financial Highlights (concluded)

	Class R3 Shares
	Six Months Ended 5/31/2011 (unaudited)			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		$11.24			$10.33			$8.65			$13.48			$13.83
Investment operations:
Net investment income(b)		.13			.27			.29			.39			.05
Net realized and unrealized gain (loss)		1.22			.93			1.76			(4.25	)		(.40	)
Total from investment operations		1.35			1.20			2.05			(3.86	)		(.35	)
Distributions to shareholders from:
Net investment income		(.13	)		(.29	)		(.37	)		(.43	)		–
Net realized gain		–			–			–			(.54	)		–
Total distributions		(.13	)		(.29	)		(.37	)		(.97	)		–
Net asset value, end of period		$12.46			$11.24			10.33			$8.65			$13.48
Total Return(c)		12.18	%(d)		11.73	%		24.46	%		(30.54	)%		(2.53	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		.72	%(d)		1.45	%		1.50	%		1.40	%		.25	%(d)
Expenses, including expense reductions and management fee waived		.72	%(d)		1.45	%		1.50	%		1.40	%		.25	%(d)
Expenses, excluding expense reductions and management fee waived		.72	%(d)		1.46	%		1.50	%		1.40	%		.25	%(d)
Net investment income		1.06	%(d)		2.49	%		3.03	%		3.65	%		.39	%(d)
Supplemental Data:
Net assets, end of period (000)		$2,863			$2,116			$341			$42			$10
Portfolio turnover rate		9.87	%(d)		29.52	%		52.24	%		54.70	%		26.32	%

^(a) Commencement of 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.

34

Notes to Financial Statements (unaudited)

1.    ORGANIZATION

Lord Abbett Research Fund, Inc. (the “Company”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company and was incorporated under Maryland law on April 6, 1992. The Company 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. The Fund no longer issues Class B shares 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

35

Notes to Financial Statements (unaudited)(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 on 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 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.

36

Notes to Financial Statements (unaudited)(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 a Fund to purchase securities, with payment and delivery (“settlement”) to take place in the future, in order to secure what is considered to be an advantageous price or yield at the time of entering into the transaction. During the period between purchase and settlement, the fair 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 fair 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 fair 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. A Fund records an investment when the Borrower withdraws money and records interest as

37

Notes to Financial Statements (unaudited)(continued)

earned. These loans pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. These base lending rates are generally the prime rate offered by a designated U.S. bank or London InterBank Offered Rate (“LIBOR”).

The loans in which 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 enter 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 May 31, 2011, 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.

38

Notes to Financial Statements (unaudited)(continued)

The following is a summary of the inputs used as of May 31, 2011 in valuing the Fund’s investments carried at fair value:

Investment Type*	Level 1			Level 2		Level 3		Total
Common Stocks	$	902,647,887		$	5,362,516	$	–	$	908,010,403
Contingent Value Right		96,000			–		–		96,000
Convertible Bonds		–			94,042,649		–		94,042,649
Convertible Preferred Stocks		75,057,342			19,733,825		–		94,791,167
Floating Rate Loans		–			6,059,745		–		6,059,745
Foreign Common Stocks		4,070,644			67,179,967		–		71,250,611
High Yield Corporate Bonds		–			356,552,650		–		356,552,650
Preferred Stock		344,886			–		–		344,886
Warrants		139,105			376,285		–		515,390
Repurchase Agreement		–			12,223,709		–		12,223,709
Total	$	982,355,864		$	561,531,346	$	–	$	1,543,887,210
Other Financial Instruments
Futures Contracts
Assets	$	–		$	–	$	–	$	–
Liabilities		(739,880	)		–		–		(739,880	)
Total	$	(739,880	)	$	–	$	–	$	(739,880	)

* See Schedule of Investments for fair values in each industry.

(l) Disclosures about Derivative Instruments and Hedging Activities-The Fund entered into U.S. Treasury futures contracts during the six months ended May 31, 2011 (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 May 31, 2011, the Fund had a futures interest rate contract with a cumulative unrealized depreciation of $(739,880), 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 $937,179 and $(739,880) 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 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 179.

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.

39

Notes to Financial Statements (unaudited)(continued)

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

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

For the six months ended May 31, 2011, the effective management fee 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 December 1, 2010 through March 31, 2012, 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 May 31, 2011, 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 16.07%, 6.33% and 3.61%, 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.

40

Notes to Financial Statements (unaudited)(continued)

Commissions

Distributor received the following commissions on sales of shares of the Fund, after concessions were paid to authorized dealers, for the six months ended May 31, 2011:

Distributor Commissions	Dealers’ Concessions
$326,328	$	1,724,979

Distributor received CDSCs of $614 and $4,762 for Class A and Class C shares, respectively, for the six months ended May 31, 2011.

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.

The tax character of distributions paid during the six months ended May 31, 2011 and the fiscal year ended November 30, 2010 was as follows:

	Six Months Ended 5/31/2011 (unaudited)		Year Ended 11/30/2010
Distributions paid from:
Ordinary income	$	17,507,578	$	38,907,341
Total distributions paid	$	17,507,578	$	38,907,341

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

As of May 31, 2011, the aggregate unrealized security gains and losses based on cost for U.S. federal income tax purposes were as follows:

Tax cost	$	1,306,652,344
Gross unrealized gain		278,413,136
Gross unrealized loss		(41,178,270	)
Net unrealized security gain	$	237,234,866

41

Notes to Financial Statements (unaudited)(continued)

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.

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed by the President. The Modernization Act includes numerous provisions that generally become effective for taxable years beginning after the date of enactment. Management is currently assessing the impact of the Modernization Act as it relates to the Fund.

5.    PORTFOLIO SECURITIES TRANSACTIONS

Purchases and sales of investment securities (excluding short-term investments) for the six months ended May 31, 2011 were as follows:

Purchases	Sales
$146,583,566	$	221,417,385

There were no purchases or sales of U.S. Government securities for the six months ended May 31, 2011.

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. The amount available under the Facility is $200,000,000. Effective December 4, 2009, 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 .15% of the amount available under the Facility. This amount is included in Other expenses on the Fund’s Statement of Operations. In connection with the annual renewal period that commenced December 4, 2009, the Fund paid an upfront commitment fee of .05%, which was amortized through Other expenses on the Statement of Operations over the annual period of the Facility.

42

Notes to Financial Statements (unaudited)(continued)

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 2, 2011. On February 3, 2011, the Facility was renewed for an annual period by the Fund and certain other funds managed by Lord Abbett. The amount available under the Facility remained the same. The annual fee to maintain the Facility was reduced from .15% to .125% and the upfront commitment fee of .05% was removed. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. As of May 31, 2011, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the six months ended May 31, 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. Because the Fund is not limited to investing in equity securities, the Fund may have smaller gains in a rising equity securities market than a fund investing solely in equity securities. In addition, if the Fund’s assessment of a company’s value or prospects for market appreciation or market conditions is wrong, the Fund could suffer losses or produce poor performance relative to other funds, even in a rising market.

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

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 15% 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.

43

Notes to Financial Statements (unaudited)(continued)

11.    SUMMARY OF CAPITAL TRANSACTIONS

Transactions in shares of capital stock were as follows:

	Six Months Ended May 31, 2011 (unaudited)						Year Ended November 30, 2010
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		7,041,744		$	85,601,877			12,022,101		$	129,437,705
Converted from Class B*		45,144			549,947			243,379			2,600,784
Reinvestment of distributions		941,369			11,281,585			2,458,430			26,038,010
Shares reacquired		(9,475,030	)		(115,130,023	)		(26,032,315	)		(279,130,541	)
Decrease		(1,446,773	)	$	(17,696,614	)		(11,308,405	)	$	(121,054,042	)
Class B Shares
Shares sold		89,026		$	1,069,135			366,190		$	3,880,348
Reinvestment of distributions		34,394			408,918			103,511			1,087,661
Shares reacquired		(496,674	)		(5,990,575	)		(1,117,706	)		(11,936,016	)
Converted to Class A*		(45,502	)		(549,947	)		(245,466	)		(2,600,784	)
Decrease		(418,756	)	$	(5,062,469	)		(893,471	)	$	(9,568,791	)
Class C Shares
Shares sold		560,562		$	6,756,495			785,460		$	8,434,210
Reinvestment of distributions		32,798			391,197			89,587			943,135
Shares reacquired		(658,128	)		(7,958,683	)		(1,599,215	)		(17,098,265	)
Decrease		(64,768	)	$	(810,991	)		(724,168	)	$	(7,720,920	)
Class F Shares
Shares sold		299,054		$	3,642,382			551,075		$	5,858,704
Reinvestment of distributions		6,245			74,969			10,786			114,399
Shares reacquired		(167,135	)		(2,038,100	)		(314,523	)		(3,412,001	)
Increase		138,164		$	1,679,251			247,338		$	2,561,102
Class I Shares
Shares sold		2,543,707		$	31,102,850			2,760,794		$	29,717,703
Reinvestment of distributions		407,614			4,918,171			915,001			9,743,781
Shares reacquired		(384,058	)		(4,741,015	)		(3,557,798	)		(37,313,411	)
Increase		2,567,263		$	31,280,006			117,997		$	2,148,073
Class P Shares
Shares sold		13,581		$	164,132			34,612		$	373,214
Reinvestment of distributions		1,973			23,717			6,121			65,014
Shares reacquired		(37,575	)		(445,808	)		(126,795	)		(1,368,939	)
Decrease		(22,021	)	$	(257,959	)		(86,062	)	$	(930,711	)
Class R2 Shares
Shares sold		793.000		$	9,656			277.000		$	2,983
Reinvestment of distributions		22.000			270			45.000			484
Shares reacquired		(811.277	)		(10,059	)		(401.723	)		(4,210	)
Increase (decrease)		3.723		$	(133	)		(79.723	)	$	(743	)

44

Notes to Financial Statements (unaudited)(concluded)

	Six Months Ended May 31, 2011 (unaudited)						Year Ended November 30, 2010
Class R3 Shares	Shares			Amount			Shares			Amount
Shares sold		71,775		$	878,530			174,858		$	1,887,465
Reinvestment of distributions		2,189			26,236			2,870			30,295
Shares reacquired		(32,430	)		(396,506	)		(22,364	)		(241,156	)
Increase		41,534		$	508,260			155,364		$	1,676,604

* 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.

45

Approval of Advisory Contract

At meetings held on December 15 and 16, 2010, the Board of the Company, including all of the Directors who are not interested persons of the Fund or Lord, Abbett & Co. LLC (“Lord Abbett”), considered whether to approve the continuation of the existing management agreement between the Fund and Lord Abbett. In addition to the materials the Board had reviewed throughout the course of the year, including information about the investment performance of the Fund compared to the performance of its benchmark, the Board received materials relating to the management agreement before the meeting and had the opportunity to ask questions and request further information in connection with its consideration. The Board also took into account its familiarity with Lord Abbett gained through its previous meetings and discussions, and the results of the examination of the portfolio management team by members of the Contract Committee during the year.

The materials received by the Board included, but were not limited to: (1) information provided by Lipper Inc. (“Lipper”) regarding the investment performance of the Fund compared to the investment performance of one or more groups of funds with substantially similar investment objectives, including a group of funds within the same investment classification/objective (each group a “performance universe”) and to the investment performance of an appropriate fund index; (2) information on the expense ratios, effective management fee rates, and other expense components for the Fund and similar funds (the “peer group”); (3) information provided by Lord Abbett on the projected expense ratios, management fee rates, and other expense components for the Fund; (4) sales and redemption information for the Fund; (5) information regarding Lord Abbett’s financial condition; (6) an analysis of the relative profitability of the management agreement to Lord Abbett; (7) information regarding the distribution arrangements of the Fund; and (8) information regarding the personnel and other resources devoted by Lord Abbett to managing the Fund.

Investment Management Services Generally. The Board considered the investment management services provided by Lord Abbett to the Fund, including investment research, portfolio management, and trading, and Lord Abbett’s commitment to compliance with all relevant legal requirements. The Board also observed that Lord Abbett was solely engaged in the investment management business and accordingly did not experience the conflicts of interest resulting from being engaged in other lines of business. The Board noted that in recent years Lord Abbett had not used brokerage commissions to purchase third-party research, but had changed this practice in 2009, as it previously had discussed with the Board. The Board considered the investment advisory services provided by Lord Abbett to other clients, the fees charged for the services, and the differences in the nature of the services provided to the Fund and other Lord Abbett Funds, on the one hand, and the services provided to other clients, on the other.

Investment Performance and Compliance. The Board reviewed the Fund’s investment performance in relation to that of the performance universe. The Board observed that the investment performance of the Class A shares of the Fund was in the second quintile of its performance universe for the eight-month period, the first quintile for the one-year period, and the third quintile for the three-year and five-year periods. The Board also observed that the investment performance was higher than that of the Lipper Mixed-Asset Target Allocation Growth Index for the eight-month and one-year periods and lower than that of the Index for the three-year and five-year periods.

46

Lord Abbett’s Personnel and Methods. The Board considered the qualifications of the personnel providing investment management services to the Fund, in light of its investment objective and discipline. Among other things, the Board considered the size, experience, and turnover of Lord Abbett’s investment management staff, Lord Abbett’s investment methodology and philosophy, and Lord Abbett’s approach to recruiting, training, and retaining investment management personnel. The Board also noted that in 2008 one of the Fund’s portfolio managers, Edward von der Linde, had left Lord Abbett, with Christopher J. Towle continuing as a portfolio manager for the Fund, assisted by Daniel H. Frascarelli and Todor Petrov. The Board determined that Lord Abbett had the expertise and resources to manage the Fund effectively.

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

Expenses. The Board considered the expense levels of the Fund and the expense levels of the peer group. The Board considered the fiscal periods on which the peer group comparisons were based, and noted that such periods ended before September 30, 2010. It also considered the amount and nature of the fees paid by shareholders. The Board observed that for the fiscal year ended November 30, 2009 the contractual management and administrative services fees were approximately fourteen basis points above the median of the peer group and the actual management and administrative services fees were approximately twenty-three basis points above the median of the peer group. The Board also observed that for the fiscal year ended November 30, 2009 the total expense ratio of Class A was approximately sixteen basis points above the median of the peer group, the total expense ratios of Class B and Class C were approximately five basis points above the median of the peer group, the total expense ratio of Class F was approximately nine basis points above the median of the peer group, the total expense ratio of Class I was approximately eighteen basis points above the median of the peer group, the total expense ratio of Class P was approximately eight basis points above the median of the peer group, the total expense ratio of Class R2 was approximately eleven basis points above the median of the peer group, and the total expense ratio of Class R3 was approximately twelve basis points above the median of the peer group. The Board also observed that the Rule 12b-1 plan had been operational for Class R2 for only a portion of the period and that had it been operational for the entire period the expense ratio of Class R2 would have been approximately eleven basis points higher. The Board noted that effective April 1, 2010 it and Lord Abbett had entered into an expense limitation agreement that had the effect of limiting the total expense ratio of Class A to not more than 1.30%, the total expense ratios of Class B and Class C to not more than 1.95%, the total expense ratio of Class F to not more than 1.05%, the total expense ratio of Class I to not more than 0.95%, the total expense ratio of Class P to not more than 1.40%, the total expense ratio of Class R2 to not more than 1.55%, and the total expense ratio of Class R3 to not more than 1.45% and that Lord Abbett proposed to renew the agreement through March 31, 2012. The Board considered how those expense ratios would relate to those of the peer group. The Board considered the nature of the Fund’s equity investments in light of the peer group in which it was being compared. The Board observed that differences between the composition of the Fund’s portfolio and the composition of its peer funds’ portfolios limited the validity of the comparison to the peer group. The Board also considered the projected expense ratio of each class and how those ratios would relate to those of the peer groups.

47

Profitability. The Board considered the level of Lord Abbett’s profits in managing the Fund, including a review of Lord Abbett’s methodology for allocating its costs to its management of the Fund. The Board concluded that the allocation methodology had a reasonable basis and was appropriate. It considered any profits realized by Lord Abbett in connection with the operation of the Fund and whether the amount of profit was fair for the management of the Fund. The Board also considered the profits realized from other businesses of Lord Abbett, which may benefit from or be related to the Fund’s business. The Board considered Lord Abbett’s profit margins in comparison with available industry data, both accounting for and ignoring marketing and distribution expenses, and how those profit margins could affect Lord Abbett’s ability to recruit and retain investment personnel. The Board recognized that Lord Abbett’s profitability was a factor in enabling it to attract and retain qualified investment management personnel to provide services to the Fund. The Board noted that Lord Abbett’s overall profitability had increased in its 2010 fiscal year. The Board concluded that Lord Abbett’s profitability overall and as to the Fund was not excessive.

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

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

Alternative Arrangements. The Board considered whether, instead of approving continuation of the management agreement, it might be in the best interests of the Fund to implement one or more alternative arrangements, such as continuing to employ Lord Abbett, but on different terms.

In considering whether to approve the continuation of the management agreement, the Board did not identify any single factor as paramount or controlling. This summary does not discuss in detail all matters considered. After considering all of the relevant factors, the Board unanimously found that continuation of the existing management agreement was in the best interests of the Fund and its shareholders and voted unanimously to approve the continuation of the management agreement.

48

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.

49

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-3-0511

(07/11)

2011

LORD ABBETT

SEMIANNUAL

REPORT    

Lord Abbett

Growth Opportunities Fund

For the six-month period ended May 31, 2011

Lord Abbett Research Fund

Lord Abbett Growth Opportunities Fund

Semiannual Report

For the six-month period ended May 31, 2011

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 semiannual report of the Lord Abbett Growth Opportunities Fund for the six-month period ended May 31, 2011. For additional information about the Fund, please visit our Website at www.lordabbett.com, where you can access the quarterly commentaries by the Fund’s portfolio managers. General information about Lord Abbett mutual funds, as well as in-depth discussions of market trends and investment strategies, is also provided in Lord Abbett Insights, a quarterly newsletter available on our Website.

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

Best regards,

Robert S. Dow

Chairman

1

Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2010 through May 31, 2011).

Actual Expenses

For each class of the Fund, the first line of the table on the following page provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading titled “Expenses Paid During Period 12/1/10 – 5/31/11” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

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

2

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

	Beginning Account Value		Ending Account Value		Expenses Paid During Period†
	12/1/10		5/31/11		12/1/10 - 5/31/11
Class A
Actual	$	1,000.00	$	1,160.90	$	7.81
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.72	$	7.29
Class B
Actual	$	1,000.00	$	1,156.80	$	11.24
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.53	$	10.50
Class C
Actual	$	1,000.00	$	1,157.40	$	10.97
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.75	$	10.25
Class F
Actual	$	1,000.00	$	1,162.00	$	6.47
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.97	$	6.04
Class I
Actual	$	1,000.00	$	1,162.60	$	5.93
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.46	$	5.54
Class P
Actual	$	1,000.00	$	1,160.20	$	8.35
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.22	$	7.80
Class R2
Actual	$	1,000.00	$	1,159.30	$	9.15
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.48	$	8.55
Class R3
Actual	$	1,000.00	$	1,159.60	$	8.56
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.00	$	8.00

^†  For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.45% for Class A, 2.09% for Class B, 2.04% for Class C, 1.20% for Class F, 1.10% for Class I, 1.55% for Class P, 1.70% for Class R2 and 1.59% for Class R3) multiplied by the average account value over the period, multiplied by 182/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

May 31, 2011

Sector*	%**		Sector*	%**
Consumer Discretionary		23.25%	Industrials		16.24%
Consumer Staples		2.72%	Information Technology		25.19%
Energy		5.95%	Materials		8.17%
Financials		7.86%	Short-Term Investment		0.52%
Health Care		10.10%	Total		100.00%

* A sector may comprise several industries.

** Represents percent of total investments.

3

Schedule of Investments (unaudited)

May 31, 2011

Investments	Shares		Fair Value (000)
COMMON STOCKS 99.90%
Aerospace & Defense 0.52%
Spirit AeroSystems Holdings, Inc. Class A*		179,560	$	3,932
Auto Components 0.86%
Gentex Corp.		219,314		6,437
Automobiles 0.73%
Harley-Davidson, Inc.		148,475		5,517
Biotechnology 2.02%
Dendreon Corp.*		165,288		7,007
Human Genome Sciences, Inc.*		130,172		3,563
Onyx Pharmaceuticals, Inc.*		108,847		4,620
Total				15,190
Building Products 0.57%
Masco Corp.		299,689		4,271
Capital Markets 3.55%
Affiliated Managers Group, Inc.*		69,373		7,335
Invesco Ltd.		273,722		6,753
Lazard Ltd. Class A		172,098		6,703
LPL Investment Holdings, Inc.*		163,100		5,862
Total				26,653
Chemicals 5.11%
Albemarle Corp.		120,889		8,564
Celanese Corp. Series A		163,838		8,534
CF Industries Holdings, Inc.		24,557		3,776
Eastman Chemical Co.		55,330		5,857
Huntsman Corp.		245,416		4,651
LyondellBasell Industries NV Class A (Netherlands)(a)		160,010		7,010
Total				38,392

Investments	Shares		Fair Value (000)
Commercial Services & Supplies 0.86%
Stericycle, Inc.*		72,522	$	6,461
Communications Equipment 2.31%
Acme Packet, Inc.*		44,166		3,343
Aruba Networks, Inc.*		135,975		3,865
Ciena Corp.*		211,640		5,661
Finisar Corp.*		188,089		4,518
Total				17,387
Computers & Peripherals 2.94%
Fortinet, Inc.*		39,346		1,908
NetApp, Inc.*		236,909		12,976
Teradata Corp.*		129,078		7,201
Total				22,085
Construction & Engineering 0.81%
Chicago Bridge & Iron Co. NV (Netherlands)(a)		159,193		6,059
Diversified Consumer Services 0.41%
Weight Watchers International, Inc.		38,786		3,112
Diversified Financial Services 1.25%
Moody’s Corp.		235,177		9,386
Electrical Equipment 3.93%
AMETEK, Inc.		146,069		6,352
Cooper Industries plc		139,045		8,739
General Cable Corp.*		109,869		4,587
Rockwell Automation, Inc.		118,741		9,869
Total				29,547
Electronic Equipment, Instruments & Components 2.56%
Agilent Technologies, Inc.*		245,077		12,222
IPG Photonics Corp.*		93,031		6,991
Total				19,213

See Notes to Financial Statements.

4

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments	Shares		Fair Value (000)
Energy Equipment & Services 2.80%
Atwood Oceanics, Inc.*		95,738	$	4,149
Cameron International Corp.*		88,423		4,214
CARBO Ceramics, Inc.		32,611		4,901
Nabors Industries Ltd.*		278,424		7,765
Total				21,029
Food & Staples Retailing 1.30%
Whole Foods Market, Inc.		159,200		9,737
Food Products 1.44%
Green Mountain Coffee Roasters, Inc.*		131,365		10,821
Health Care Equipment & Supplies 2.81%
Hospira, Inc.*		130,745		7,229
Intuitive Surgical, Inc.*		21,849		7,625
NuVasive, Inc.*		186,019		6,286
Total				21,140
Health Care Providers & Services 2.78%
AmerisourceBergen Corp.		173,140		7,137
Express Scripts, Inc.*		68,077		4,054
Humana, Inc.*		120,213		9,681
Total				20,872
Health Care Technology 1.58%
Allscripts Healthcare Solutions, Inc.*		221,773		4,460
SXC Health Solutions Corp.*		126,001		7,426
Total				11,886
Hotels, Restaurants & Leisure 4.34%
Chipotle Mexican Grill, Inc.*		14,294		4,132
Gaylord Entertainment Co.*		124,652		4,020
Marriott International, Inc. Class A		150,412		5,687

Investments	Shares		Fair Value (000)
MGM Resorts International*		119,506	$	1,801
Starwood Hotels & Resorts Worldwide, Inc.		124,271		7,578
Wynn Resorts Ltd.		63,882		9,360
Total				32,578
Household Durables 0.70%
Tempur-Pedic International, Inc.*		80,533		5,238
Industrial Conglomerates 0.56%
McDermott International, Inc.*		199,244		4,228
Information Technology Services 0.45%
VeriFone Systems, Inc.*		69,623		3,351
Insurance 1.66%
Marsh & McLennan Cos., Inc.		287,377		8,814
Principal Financial Group, Inc.		116,840		3,653
Total				12,467
Internet & Catalog Retail 0.99%
Priceline.com, Inc.*		14,462		7,451
Internet Software & Services 0.68%
Akamai Technologies, Inc.*		108,738		3,690
LinkedIn Corp. Class A*		17,216		1,404
Total				5,094
Leisure Equipment & Products 0.92%
Hasbro, Inc.		150,879		6,901
Machinery 7.37%
Cummins, Inc.		96,742		10,181
Dover Corp.		117,170		7,877
Eaton Corp.		59,941		3,097
Flowserve Corp.		71,481		8,666

See Notes to Financial Statements.

5

Schedule of Investments (unaudited)(continued)

May 31, 2011

Investments	Shares		Fair Value (000)
Machinery (continued)
Ingersoll-Rand plc (Ireland)(a)		159,685	$	7,968
Joy Global, Inc.		56,350		5,052
Pall Corp.		72,599		4,073
Parker Hannifin Corp.		42,534		3,779
SPX Corp.		56,001		4,643
Total				55,336
Media 2.62%
Discovery Communications, Inc. Class A*		198,339		8,640
Interpublic Group of Cos., Inc. (The)		454,761		5,425
Scripps Networks Interactive, Inc. Class A		111,048		5,600
Total				19,665
Metals & Mining 2.07%
Cliffs Natural Resources, Inc.		97,077		8,805
Walter Energy, Inc.		54,231		6,754
Total				15,559
Multi-Line Retail 1.22%
Macy’s, Inc.		318,744		9,205
Oil, Gas & Consumable Fuels 3.18%
Concho Resources, Inc.*		45,776		4,331
CONSOL Energy, Inc.		131,456		6,740
Denbury Resources, Inc.*		258,152		5,669
Range Resources Corp.		127,932		7,154
Total				23,894
Paper & Forest Products 1.02%
International Paper Co.		245,630		7,669
Pharmaceuticals 0.94%
Watson Pharmaceuticals, Inc.*		110,169		7,089

Investments	Shares		Fair Value (000)
Professional Services 0.60%
Monster Worldwide, Inc.*		290,086	$	4,473
Real Estate Management & Development 1.43%
CB Richard Ellis Group, Inc. Class A*		407,940		10,782
Road & Rail 1.10%
Kansas City Southern*		139,737		8,229
Semiconductors & Semiconductor Equipment 7.44%
Altera Corp.		178,293		8,574
Analog Devices, Inc.		194,971		8,027
ARM Holdings plc ADR		103,320		2,950
Atmel Corp.*		431,952		6,488
Avago Technologies Ltd. (Singapore)(a)		154,469		5,220
Cypress Semiconductor Corp.*		300,176		7,030
NetLogic Microsystems, Inc.*		141,215		5,411
NVIDIA Corp.*		345,002		6,914
Skyworks Solutions, Inc.*		207,708		5,290
Total				55,904
Software 8.92%
ANSYS, Inc.*		77,356		4,438
Ariba, Inc.*		98,794		3,313
BMC Software, Inc.*		138,472		7,731
Citrix Systems, Inc.*		152,452		13,358
Informatica Corp.*		96,007		5,632
Nuance Communications, Inc.*		225,505		4,952
Red Hat, Inc.*		126,992		5,537
salesforce.com, Inc.*		60,449		9,204
SuccessFactors, Inc.*		79,922		2,803
Synchronoss Technologies, Inc.*		207,827		6,671
TIBCO Software, Inc.*		120,383		3,382
Total				67,021

See Notes to Financial Statements.

6

Schedule of Investments (unaudited)(concluded)

May 31, 2011

Investments	Shares		Fair Value (000)
Specialty Retail 7.76%
Abercrombie & Fitch Co. Class A		99,348	$	7,528
Dick’s Sporting Goods, Inc.*		164,844		6,551
Limited Brands, Inc.		218,364		8,726
O’Reilly Automotive, Inc.*		110,350		6,633
Ross Stores, Inc.		124,856		10,233
Tiffany & Co.		99,714		7,544
Tractor Supply Co.		99,205		6,266
ULTA Salon, Cosmetics & Fragrance, Inc.*		86,546		4,845
Total				58,326
Textiles, Apparel & Luxury Goods 2.79%
Coach, Inc.		163,799		10,427
Hanesbrands, Inc.*		161,580		4,897
lululemon athletica, Inc. (Canada)*(a)		21,869		1,986
Phillips-Van Heusen Corp.		55,658		3,672
Total				20,982
Total Common Stocks (cost $590,961,083)				750,569

Investments	Principal Amount (000)		Fair Value (000)
SHORT-TERM INVESTMENT 0.52%
Repurchase Agreement
Repurchase Agreement dated 5/31/2011, 0.01% due 6/1/2011 with Fixed Income Clearing Corp. collateralized by $4,020,000 of Federal National Mortgage Assoc. at 3.20% due 10/29/2020; value: $3,969,750; proceeds: $3,888,348 (cost $3,888,347)	$	3,888	$	3,888
Total Investments in Securities 100.42% (cost $594,849,430)				754,457
Liabilities in Excess of Cash and Other Assets (0.42%)				(3,176	)
Net Assets 100.00%			$	751,281

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

See Notes to Financial Statements.

7

Statement of Assets and Liabilities (unaudited)

May 31, 2011

ASSETS:
Investments in securities, at fair value (cost $594,849,430)	$	754,457,116
Cash		11,105
Receivables:
Investment securities sold		15,501,736
Capital shares sold		1,453,036
Interest and dividends		456,822
From advisor (See Note 3)		95
Prepaid expenses and other assets		228,087
Total assets		772,107,997
LIABILITIES:
Payables:
Investment securities purchased		18,346,306
Capital shares reacquired		1,319,617
Management fee		505,502
12b-1 distribution fees		273,103
Directors’ fees		88,410
Fund administration		25,275
To affiliates (See Note 3)		9,564
Accrued expenses and other liabilities		259,227
Total liabilities		20,827,004
NET ASSETS	$	751,280,993
COMPOSITION OF NET ASSETS:
Paid-in capital	$	505,643,625
Accumulated net investment loss		(2,312,588	)
Accumulated net realized gain on investments		88,342,270
Net unrealized appreciation on investments		159,607,686
Net Assets	$	751,280,993

See Notes to Financial Statements.

8

Statement of Assets and Liabilities (unaudited)(concluded)

May 31, 2011

Net assets by class:
Class A Shares	$	517,824,556
Class B Shares	$	41,842,046
Class C Shares	$	72,738,495
Class F Shares	$	17,587,272
Class I Shares	$	66,852,339
Class P Shares	$	9,677,369
Class R2 Shares	$	2,116,220
Class R3 Shares	$	22,642,696
Outstanding shares by class:
Class A Shares (100 million shares of common stock authorized, $.001 par value)		20,807,408
Class B Shares (30 million shares of common stock authorized, $.001 par value)		1,852,667
Class C Shares (20 million shares of common stock authorized, $.001 par value)		3,221,957
Class F Shares (30 million shares of common stock authorized, $.001 par value)		700,318
Class I Shares (30 million shares of common stock authorized, $.001 par value)		2,561,375
Class P Shares (20 million shares of common stock authorized, $.001 par value)		390,715
Class R2 Shares (30 million shares of common stock authorized, $.001 par value)		85,795
Class R3 Shares (30 million shares of common stock authorized, $.001 par value)		913,997
Net asset value, offering and redemption price per share (Net assets divided by outstanding shares):
Class A Shares-Net asset value		$24.89
Class A Shares-Maximum offering price (Net asset value plus sales charge of 5.75%)		$26.41
Class B Shares-Net asset value		$22.58
Class C Shares-Net asset value		$22.58
Class F Shares-Net asset value		$25.11
Class I Shares-Net asset value		$26.10
Class P Shares-Net asset value		$24.77
Class R2 Shares-Net asset value		$24.67
Class R3 Shares-Net asset value		$24.77

See Notes to Financial Statements.

9

Statement of Operations (unaudited)

For the Six Months Ended May 31, 2011

Investment income (loss):
Dividends (net of foreign withholding taxes of $3,553)	$	3,169,753
Interest		92
Total investment income		3,169,845
Expenses:
Management fee		2,873,242
12b-1 distribution plan-Class A		865,351
12b-1 distribution plan-Class B		218,302
12b-1 distribution plan-Class C		330,933
12b-1 distribution plan-Class F		7,131
12b-1 distribution plan-Class P		21,274
12b-1 distribution plan-Class R2		4,995
12b-1 distribution plan-Class R3		47,705
Shareholder servicing		714,823
Fund administration		143,662
Subsidy (See Note 3)		78,803
Reports to shareholders		44,668
Registration		43,528
Professional		23,358
Directors’ fees		9,143
Custody		9,093
Other		11,545
Gross expenses		5,447,556
Expense reductions (See Note 7)		(455	)
Management fee waived (See Note 3)		(1,004	)
Net expenses		5,446,097
Net investment loss		(2,276,252	)
Net realized and unrealized gain (loss):
Net realized gain on investments		111,496,721
Net change in unrealized appreciation/depreciation on investments		(4,899,095	)
Net realized and unrealized gain		106,597,626
Net Increase in Net Assets Resulting From Operations	$	104,321,374

See Notes to Financial Statements.

10

Statements of Changes in Net Assets

INCREASE IN NET ASSETS	For the Six Months Ended May 31, 2011 (unaudited)			For the Year Ended November 30, 2010
Operations:
Net investment loss	$	(2,276,252	)	$	(4,301,057	)
Net realized gain on investments		111,496,721			79,678,229
Net change in unrealized appreciation/depreciation on investments		(4,899,095	)		61,350,584
Net increase in net assets resulting from operations		104,321,374			136,727,756
Capital share transactions (Net of share conversions) (See Note 11):
Net proceeds from sales of shares		84,718,001			100,440,597
Cost of shares reacquired		(91,029,166	)		(171,883,899	)
Net decrease in net assets resulting from capital share transactions		(6,311,165	)		(71,443,302	)
Net increase in net assets		98,010,209			65,284,454
NET ASSETS:
Beginning of period	$	653,270,784		$	587,986,330
End of period	$	751,280,993		$	653,270,784
Accumulated net investment loss	$	(2,312,588	)	$	(36,336	)

See Notes to Financial Statements.

11

Financial Highlights

	Class A Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$21.44			$17.13			$12.93			$23.84			$22.02			$21.15
Investment operations:
Net investment loss(a)		(.07	)		(.12	)		(.08	)		(.15	)		(.20	)		(.15	)
Net realized and unrealized gain (loss)		3.52			4.43			4.84			(7.91	)		4.01			1.67
Total from investment operations		3.45			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 period		$24.89			$21.44			$17.13			$12.93			$23.84			$22.02
Total Return(b)		16.09	%(c)		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		.72	%(c)		1.47	%		1.55	%		1.55	%		1.53	%		1.54	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		.72	%(c)		1.47	%		1.55	%		1.55	%		1.53	%		1.54	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.72	%(c)		1.50	%		1.61	%		1.57	%		1.54	%		1.56	%
Net investment loss		(.28	)%(c)		(.61	)%		(.57	)%		(.79	)%		(.91	)%		(.70	)%
Supplemental Data:
Net assets, end of period (000)		$517,825			$454,561			$414,930			$337,981			$613,735			$614,433
Portfolio turnover rate		64.81	%(c)		103.81	%		80.21	%		123.95	%		101.25	%		159.86	%

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

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

^(c) Not annualized.

See Notes to Financial Statements.

12

Financial Highlights (continued)

	Class B Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$19.52			$15.70			$11.97			$22.41			$20.94			$20.27
Investment operations:
Net investment loss(a)		(.13	)		(.22	)		(.16	)		(.25	)		(.32	)		(.27	)
Net realized and unrealized gain (loss)		3.19			4.04			4.45			(7.34	)		3.78			1.59
Total from investment operations		3.06			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 period		$22.58			$19.52			$15.70			$11.97			$22.41			$20.94
Total Return(b)		15.68	%(c)		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		1.04	%(c)		2.12	%		2.20	%		2.20	%		2.18	%		2.19	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.04	%(c)		2.12	%		2.20	%		2.20	%		2.18	%		2.19	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.04	%(c)		2.15	%		2.27	%		2.22	%		2.19	%		2.21	%
Net investment loss		(.59	)%(c)		(1.28	)%		(1.22	)%		(1.44	)%		(1.56	)%		(1.35	)%
Supplemental Data:
Net assets, end of period (000)		$41,842			$43,822			$51,703			$48,147			$101,200			$100,741
Portfolio turnover rate		64.81	%(c)		103.81	%		80.21	%		123.95	%		101.25	%		159.86	%

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

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

^(c) Not annualized.

See Notes to Financial Statements.

13

Financial Highlights (continued)

	Class C Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$19.51			$15.69			$11.96			$22.40			$20.93			$20.26
Investment operations:
Net investment loss(a)		(.12	)		(.22	)		(.16	)		(.25	)		(.32	)		(.27	)
Net realized and unrealized gain (loss)		3.19			4.04			4.45			(7.34	)		3.78			1.59
Total from investment operations		3.07			3.82			4.29			(7.59	)		3.46			1.32
Distributions to shareholders from:
Net realized gain (loss)		–			–			(.56	)		(2.85	)		(1.99	)		(.65	)
Net asset value, end of period		$22.58			$19.51			$15.69			$11.96			$22.40			$20.93
Total Return(b)		15.74	%(c)		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		1.02	%(c)		2.12	%		2.20	%		2.20	%		2.18	%		2.19	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.02	%(c)		2.12	%		2.20	%		2.20	%		2.18	%		2.19	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.02	%(c)		2.15	%		2.26	%		2.23	%		2.19	%		2.21	%
Net investment loss		(.58	)%(c)		(1.27	)%		(1.22	)%		(1.44	)%		(1.56	)%		(1.35	)%
Supplemental Data:
Net assets, end of period (000)		$72,738			$64,376			$63,732			$45,385			$83,891			$79,485
Portfolio turnover rate		64.81	%(c)		103.81	%		80.21	%		123.95	%		101.25	%		159.86	%

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

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

^(c) Not annualized.

See Notes to Financial Statements.

14

Financial Highlights (continued)

	Class F Shares
	Six Months Ended 5/31/2011 (unaudited)			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		$21.61			$17.22			$12.96			$23.85			$23.81
Investment operations:
Net investment loss(b)		(.04	)		(.06	)		(.05	)		(.09	)		(.03	)
Net realized and unrealized gain (loss)		3.54			4.45			4.87			(7.95	)		.07
Total from investment operations		3.50			4.39			4.82			(8.04	)		.04
Distributions to shareholders from:
Net realized gain		–			–			(.56	)		(2.85	)		–
Net asset value, end of period		$25.11			$21.61			$17.22			$12.96			$23.85
Total Return(c)		16.20	%(d)		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		.60	%(d)		1.21	%		1.30	%		1.30	%		.22	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		.60	%(d)		1.21	%		1.30	%		1.30	%		.22	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.60	%(d)		1.24	%		1.34	%		1.36	%		.22	%(d)
Net investment loss		(.17	)%(d)		(.32	)%		(.35	)%		(.53	)%		(.14	)%(d)
Supplemental Data:
Net assets, end of period (000)		$17,587			$11,051			$2,362			$359			$10
Portfolio turnover rate		64.81	%(d)		103.81	%		80.21	%		123.95	%		101.25	%

^(a) Commencement of 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.

15

Financial Highlights (continued)

	Class I Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$22.45			$17.87			$13.42			$24.56			$22.55			$21.57
Investment operations:
Net investment loss(a)		(.03	)		(.05	)		(.03	)		(.08	)		(.12	)		(.07	)
Net realized and unrealized gain (loss)		3.68			4.63			5.04			(8.21	)		4.12			1.70
Total from investment operations		3.65			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 period		$26.10			$22.45			$17.87			$13.42			$24.56			$22.55
Total Return(b)		16.26	%(c)		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		.55	%(c)		1.11	%		1.20	%		1.20	%		1.18	%		1.19	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		.55	%(c)		1.11	%		1.20	%		1.20	%		1.18	%		1.19	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.55	%(c)		1.15	%		1.25	%		1.23	%		1.19	%		1.22	%
Net investment loss		(.11	)%(c)		(.25	)%		(.22	)%		(.41	)%		(.55	)%		(.32	)%
Supplemental Data:
Net assets, end of period (000)		$66,852			$54,970			$42,775			$23,175			$17,965			$19,631
Portfolio turnover rate		64.81	%(c)		103.81	%		80.21	%		123.95	%		101.25	%		159.86	%

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

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

^(c)  Not annualized.

See Notes to Financial Statements.

16

Financial Highlights (continued)

	Class P Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$21.35			$17.07			$12.90			$23.82			$22.02			$21.17
Investment operations:
Net investment loss(a)		(.08	)		(.14	)		(.09	)		(.17	)		(.22	)		(.17	)
Net realized and unrealized gain (loss)		3.50			4.42			4.82			(7.90	)		4.01			1.67
Total from investment operations		3.42			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 period		$24.77			$21.35			$17.07			$12.90			$23.82			$22.02
Total Return(b)		16.02	%(c)		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		.77	%(c)		1.57	%		1.65	%		1.65	%		1.63	%		1.64	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		.77	%(c)		1.57	%		1.65	%		1.65	%		1.63	%		1.64	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.77	%(c)		1.60	%		1.72	%		1.67	%		1.64	%		1.66	%
Net investment loss		(.33	)%(c)		(.73	)%		(.66	)%		(.88	)%		(1.01	)%		(.79	)%
Supplemental Data:
Net assets, end of period (000)		$9,677			$8,477			$9,185			$8,945			$16,699			$15,856
Portfolio turnover rate		64.81	%(c)		103.81	%		80.21	%		123.95	%		101.25	%		159.86	%

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

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

^(c)  Not annualized.

See Notes to Financial Statements.

17

Financial Highlights (continued)

	Class R2 Shares
	Six Months Ended 5/31/2011 (unaudited)			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		$21.28			$17.04			$12.90			$23.83			$23.81
Investment operations:
Net investment loss(b)		(.10	)		(.16	)		(.13	)		(.16	)		(.05	)
Net realized and unrealized gain (loss)		3.49			4.40			4.83			(7.92	)		.07
Total from investment operations		3.39			4.24			4.70			(8.08	)		.02
Distributions to shareholders from:
Net realized gain		–			–			(.56	)		(2.85	)		–
Net asset value, end of period		$24.67			$21.28			$17.04			$12.90			$23.83
Total Return(c)		15.93	%(d)		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		.85	%(d)		1.71	%		1.80	%		1.75	%		.28	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		.85	%(d)		1.71	%		1.80	%		1.75	%		.28	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.85	%(d)		1.75	%		1.83	%		1.81	%		.29	%(d)
Net investment loss		(.42	)%(d)		(.86	)%		(.84	)%		(.93	)%		(.20	)%(d)
Supplemental Data:
Net assets, end of period (000)		$2,116			$1,330			$1,118			$119			$10
Portfolio turnover rate		64.81	%(d)		103.81	%		80.21	%		123.95	%		101.25	%

^(a)  Commencement of 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 (concluded)

	Class R3 Shares
	Six Months Ended 5/31/2011 (unaudited)			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		$21.36			$17.09			$12.91			$23.84			$23.81
Investment operations:
Net investment loss(b)		(.09	)		(.13	)		(.12	)		(.14	)		(.04	)
Net realized and unrealized gain (loss)		3.50			4.40			4.86			(7.94	)		.07
Total from investment operations		3.41			4.27			4.74			(8.08	)		.03
Distributions to shareholders from:
Net realized gain		–			–			(.56	)		(2.85	)		–
Net asset value, end of period		$24.77			$21.36			$17.09			$12.91			$23.84
Total Return(c)		15.96	%(d)		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		.79	%(d)		1.60	%		1.70	%		1.65	%		.27	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		.79	%(d)		1.60	%		1.70	%		1.65	%		.27	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.79	%(d)		1.64	%		1.72	%		1.70	%		.27	%(d)
Net investment loss		(.37	)%(d)		(.70	)%		(.76	)%		(.82	)%		(.18	)%(d)
Supplemental Data:
Net assets, end of period (000)		$22,643			$14,684			$2,182			$85			$10
Portfolio turnover rate		64.81	%(d)		103.81	%		80.21	%		123.95	%		101.25	%

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

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

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

^(d)  Not annualized.

See Notes to Financial Statements.

19

Notes to Financial Statements (unaudited)

1.    ORGANIZATION

Lord Abbett Research Fund, Inc. (the “Company”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company and was incorporated under Maryland law on April 6, 1992. The Company 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. The Fund no longer issues Class B shares 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.

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Notes to Financial Statements (unaudited)(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 on 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 (loss) 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 fair 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. A three-tier hierarchy is

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Notes to Financial Statements (unaudited)(continued)

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 May 31, 2011 in valuing the Fund’s investments carried at fair value:

Investment Type*	Level 1 (000)		Level 2 (000)		Level 3 (000)		Total (000)
Common Stocks	$	750,569	$	–	$	–	$	750,569
Repurchase Agreement		–		3,888		–		3,888
Total	$	750,569	$	3,888	$	–	$	754,457

* See Schedule of Investments for fair 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 rate:

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

For the six months ended May 31, 2011, the effective management fee, net of waivers, was at an annualized rate of .80% of the Fund’s average daily net assets.

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Notes to Financial Statements (unaudited)(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.

For the period December 1, 2010 through March 31, 2012, 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 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.

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 May 31, 2011, 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 2.49%, 3.49%, and 1.68%, 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.

Commissions

Distributor received the following commissions on sales of shares of the Fund, after concessions were paid to authorized dealers, for the six months ended May 31, 2011:

Distributor Commissions	Dealers’ Concessions
$72,408	$	392,260

Distributor received CDSCs of $1,751 and $3,602 for Class A and Class C shares, respectively, for the six months ended May 31, 2011.

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

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Notes to Financial Statements (unaudited)(continued)

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.

As of November 30, 2010, the capital loss carryforward, along with the related expiration date, was as follows:

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

As of May 31, 2011, the aggregate unrealized security gains and losses based on cost for U.S. federal income tax purposes were as follows:

Tax cost	$	595,291,346
Gross unrealized gain		165,840,658
Gross unrealized loss		(6,674,888	)
Net unrealized security gain	$	159,165,770

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

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed by the President. The Modernization Act includes numerous provisions that generally become effective for taxable years beginning after the date of enactment. Management is currently assessing the impact of the Modernization Act as it relates to the Fund.

5.    PORTFOLIO SECURITIES TRANSACTIONS

Purchases and sales of investment securities (excluding short-term investments) for the six months ended May 31, 2011 were as follows:

Purchases	Sales
$465,512,493	$	474,836,036

There were no purchases or sales of U.S. Government securities for the six months ended May 31, 2011.

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Notes to Financial Statements (unaudited)(continued)

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. The amount available under the Facility is $200,000,000. Effective December 4, 2009, 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 .15% of the amount available under the Facility. This amount is included in Other expenses on the Fund’s Statement of Operations. In connection with the annual renewal period that commenced December 4, 2009, the Fund paid an upfront commitment fee of .05%, which was amortized through Other expenses on the Statement of Operations over the annual period of the Facility.

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 2, 2011. On February 3, 2011, the Facility was renewed for an annual period by the Fund and certain other funds managed by Lord Abbett. The amount available under the Facility remained the same. The annual fee to maintain the Facility was reduced from .15% to .125% and the upfront commitment fee of .05% was removed. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. As of May 31, 2011, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the six months ended May 31, 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

25

Notes to Financial Statements (unaudited)(continued)

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

These factors can affect the Fund’s performance.

11.    SUMMARY OF CAPITAL TRANSACTIONS

Transactions in shares of capital stock were as follows:

	Six Months Ended May 31, 2011 (unaudited)						Year Ended November 30, 2010
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		1,836,535		$	43,756,222			2,954,687		$	55,825,409
Converted from Class B*		126,949			3,021,703			406,020			7,658,205
Shares reacquired		(2,357,337	)		(56,028,172	)		(6,382,181	)		(119,847,201	)
Decrease		(393,853	)	$	(9,250,247	)		(3,021,474	)	$	(56,363,587	)
Class B Shares
Shares sold		34,459		$	743,279			164,783		$	2,802,208
Shares reacquired		(287,162	)		(6,160,748	)		(769,144	)		(13,327,711	)
Converted to Class A*		(139,690	)		(3,021,703	)		(444,512	)		(7,658,205	)
Decrease		(392,393	)	$	(8,439,172	)		(1,048,873	)	$	(18,183,708	)
Class C Shares
Shares sold		340,276		$	7,333,314			643,328		$	11,056,493
Shares reacquired		(418,379	)		(8,969,605	)		(1,405,732	)		(24,092,411	)
Decrease		(78,103	)	$	(1,636,291	)		(762,404	)	$	(13,035,918	)
Class F Shares
Shares sold		261,949		$	6,287,350			447,344		$	8,658,142
Shares reacquired		(73,056	)		(1,753,466	)		(73,101	)		(1,390,312	)
Increase		188,893		$	4,533,884			374,243		$	7,267,830
Class I Shares
Shares sold		406,477		$	10,199,085			228,641		$	4,305,691
Shares reacquired		(294,025	)		(7,469,931	)		(173,266	)		(3,462,347	)
Increase		112,452		$	2,729,154			55,375		$	843,344
Class P Shares
Shares sold		76,853		$	1,799,861			107,715		$	2,045,506
Shares reacquired		(83,195	)		(1,949,378	)		(248,560	)		(4,524,049	)
Decrease		(6,342	)	$	(149,517	)		(140,845	)	$	(2,478,543	)

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Notes to Financial Statements (unaudited)(concluded)

	Six Months Ended May 31, 2011 (unaudited)						Year Ended November 30, 2010
Class R2 Shares	Shares			Amount			Shares			Amount
Shares sold		37,316		$	878,873			28,416		$	533,759
Shares reacquired		(14,026	)		(327,353	)		(31,488	)		(584,683	)
Increase (decrease)		23,290		$	551,520			(3,072	)	$	(50,924	)
Class R3 Shares
Shares sold		576,676		$	13,720,017			806,893		$	15,213,389
Shares reacquired		(350,219	)		(8,370,513	)		(247,061	)		(4,655,185	)
Increase		226,457		$	5,349,504			559,832		$	10,558,204

* 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.

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Approval of Advisory Contract

At meetings held on December 15 and 16, 2010, the Board of the Company, including all of the Directors who are not interested persons of the Fund or Lord, Abbett & Co. LLC (“Lord Abbett”), considered whether to approve the continuation of the existing management agreement between the Fund and Lord Abbett. In addition to the materials the Board had reviewed throughout the course of the year, including information about the investment performance of the Fund compared to the performance of its benchmark, the Board received materials relating to the management agreement before the meeting and had the opportunity to ask questions and request further information in connection with its consideration. The Board also took into account its familiarity with Lord Abbett gained through its previous meetings and discussions, and the results of the examination of the portfolio management team by members of the Contract Committee during the year.

The materials received by the Board included, but were not limited to: (1) information provided by Lipper Inc. (“Lipper”) regarding the investment performance of the Fund compared to the investment performance of one or more groups of funds with substantially similar investment objectives, including a group of funds within the same investment classification/objective (each group a “performance universe”) and to the investment performance of an appropriate fund index; (2) information on the expense ratios, effective management fee rates, and other expense components for the Fund and similar funds (the “peer group”); (3) information provided by Lord Abbett on the projected expense ratios, management fee rates, and other expense components for the Fund; (4) sales and redemption information for the Fund; (5) information regarding Lord Abbett’s financial condition; (6) an analysis of the relative profitability of the management agreement to Lord Abbett; (7) information provided by Lord Abbett regarding the investment management fees Lord Abbett receives from its other advisory clients maintaining accounts with a similar investment strategy as the Fund; (8) information regarding the distribution arrangements of the Fund; and (9) information regarding the personnel and other resources devoted by Lord Abbett to managing the Fund.

Investment Management Services Generally. The Board considered the investment management services provided by Lord Abbett to the Fund, including investment research, portfolio management, and trading, and Lord Abbett’s commitment to compliance with all relevant legal requirements. The Board also observed that Lord Abbett was solely engaged in the investment management business and accordingly did not experience the conflicts of interest resulting from being engaged in other lines of business. The Board noted that in recent years Lord Abbett had not used brokerage commissions to purchase third-party research, but had changed this practice in 2009, as it previously had discussed with the Board. The Board considered the investment advisory services provided by Lord Abbett to other clients, the fees charged for the services, and the differences in the nature of the services provided to the Fund and other Lord Abbett Funds, on the one hand, and the services provided to other clients, on the other.

Investment Performance and Compliance. The Board reviewed the Fund’s investment performance in relation to that of the performance universe. The Board observed that the investment performance of the Class A shares of the Fund was in the fifth quintile of its performance universe for the eight-month and one-year periods, the first quintile for the three-year period, and the second quintile for the five-year and ten-year periods. The Board also observed that the investment performance was lower than that of the Lipper Mid-Cap Growth Index for the eight-month and one-year periods and higher than that of the Index for the three-year, five-year, and ten-year periods.

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Lord Abbett’s Personnel and Methods. The Board considered the qualifications of the personnel providing investment management services to the Fund, in light of its investment objective and discipline. Among other things, the Board considered the size, experience, and turnover of Lord Abbett’s investment management staff, Lord Abbett’s investment methodology and philosophy, and Lord Abbett’s approach to recruiting, training, and retaining investment management personnel. The Board also observed that Lord Abbett had made significant changes in recent years to the investment management personnel responsible for the Fund, in that in 2006 it had hired Rick Ruvkun to be a portfolio manager for the Fund, and in July 2008 it had named Mr. Ruvkun Director of Large and Mid Cap Research, with Paul J. Volovich taking over Mr. Ruvkun’s role as portfolio manager for the Fund, assisted by David J. Linsen. The Board determined that Lord Abbett had the expertise and resources to manage the Fund effectively.

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

Expenses. The Board considered the expense levels of the Fund and the expense levels of the peer group. The Board considered the fiscal periods on which the peer group comparisons were based, and noted that such periods ended before September 30, 2010. It also considered the amount and nature of the fees paid by shareholders. The Board observed that for the fiscal year ended November 30, 2009 the contractual management and administrative services fees were approximately eight basis points above the median of the peer group and the actual management and administrative services fees were approximately two basis points above the median of the peer group. The Board observed that for the fiscal year ended November 30, 2009 the total expense ratio of Class A was approximately fifteen basis points above the median of the peer group, the total expense ratios of Class B and Class C were approximately two basis points above the median of the peer group, the total expense ratio of Class F was approximately one basis point above the median of the peer group, the total expense ratio of Class I was approximately twenty-five basis points above the median of the peer group, the total expense ratio of Class P was approximately eight basis points above the median of the peer group, the total expense ratio of Class R2 was approximately twenty-three basis points above the median of the peer group, and the total expense ratio of Class R3 was approximately thirteen basis points above the median of the peer group. The Board also observed that the Fund had a relatively high level of transfer agent and shareholder servicing costs, due to its relatively small average account size. The Board noted that effective April 1, 2010 it and Lord Abbett had entered into an expense limitation agreement that had the effect of limiting the total expense ratio of Class A to not more than 1.45%, the total expense ratios of Class B and Class C to not more than 2.10%, the total expense ratio of Class F to not more than 1.20%, the total expense ratio of Class I to not more than 1.10%, the total expense ratio of Class P to not more than 1.55%, the total expense ratio of Class R2 to not more than 1.70%, and the total expense ratio of Class R3 to not more than 1.60%, and that Lord Abbett proposed to renew the agreement through March 31, 2012. The Board considered how those expense ratios would relate to those of the peer group. The Board also considered the projected expense ratio of each class and how those ratios would relate to those of the peer groups.

Profitability. The Board considered the level of Lord Abbett’s profits in managing the Fund, including a review of Lord Abbett’s methodology for allocating its costs to its management of the Fund. The Board concluded that the allocation methodology had a reasonable basis and was appropriate. It considered any profits realized by Lord Abbett in connection with the operation of

29

the Fund and whether the amount of profit was fair for the management of the Fund. The Board also considered the profits realized from other businesses of Lord Abbett, which may benefit from or be related to the Fund’s business. The Board considered Lord Abbett’s profit margins in comparison with available industry data, both accounting for and ignoring marketing and distribution expenses, and how those profit margins could affect Lord Abbett’s ability to recruit and retain investment personnel. The Board recognized that Lord Abbett’s profitability was a factor in enabling it to attract and retain qualified investment management personnel to provide services to the Fund. The Board noted that Lord Abbett’s overall profitability had increased in its 2010 fiscal year. The Board concluded that Lord Abbett’s profitability overall and as to the Fund was not excessive.

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

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

Alternative Arrangements. The Board considered whether, instead of approving continuation of the management agreement, it might be in the best interests of the Fund to implement one or more alternative arrangements, such as continuing to employ Lord Abbett, but on different terms.

In considering whether to approve the continuation of the management agreement, the Board did not identify any single factor as paramount or controlling. This summary does not discuss in detail all matters considered. After considering all of the relevant factors, the Board unanimously found that continuation of the existing management agreement was in the best interests of the Fund and its shareholders and voted unanimously to approve the continuation of the management agreement.

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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.

31

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This report when not used for the general information of shareholders of the fund, is to be distributed only if preceded or accompanied by a current fund prospectus.

Lord Abbett mutual fund shares are distributed by LORD ABBETT DISTRIBUTOR LLC.

Lord Abbett Research Fund, Inc.

Lord Abbett Growth Opportunities Fund

LAGOF-3-0511

(07/11)

2011

LORD ABBETT

SEMIANNUAL

REPORT    

Lord Abbett

Classic Stock Fund

Small Cap Value Fund

For the six-month period ended May 31, 2011

Lord Abbett Research Fund

Lord Abbett Classic Stock Fund and

Lord Abbett Small Cap Value Fund

Semiannual Report

For the six-month period ended May 31, 2011

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 semiannual report of the Lord Abbett Classic Stock Fund and Lord Abbett Small Cap Value Fund for the six-month period ended May 31, 2011. For additional information about the Funds, please visit our Website at www.lordabbett.com, where you can access the quarterly commentaries by the Funds’ portfolio managers. General information about Lord Abbett mutual funds, as well as in-depth discussions of market trends and investment strategies, is also provided in Lord Abbett Insights, a quarterly newsletter available on our Website.

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

Best regards,

Robert S. Dow

Chairman

1

Expense Example

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 (December 1, 2010 through May 31, 2011).

Actual Expenses

For each class of each Fund, the first line of the table on the following page provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading titled “Expenses Paid During Period 12/1/10 – 5/31/11” 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 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 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.

2

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†
	12/1/10		5/31/11		12/1/10 - 5/31/11
Class A
Actual	$	1,000.00	$	1,104.00	$	5.14
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.06	$	4.94
Class B
Actual	$	1,000.00	$	1,100.30	$	8.48
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.86	$	8.15
Class C
Actual	$	1,000.00	$	1,100.40	$	8.43
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.93	$	8.10
Class F
Actual	$	1,000.00	$	1,105.20	$	3.83
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,021.27	$	3.68
Class I
Actual	$	1,000.00	$	1,105.50	$	3.31
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,021.79	$	3.18
Class P
Actual	$	1,000.00	$	1,103.00	$	5.66
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.55	$	5.44
Class R2
Actual	$	1,000.00	$	1,102.10	$	6.45
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.82	$	6.19
Class R3
Actual	$	1,000.00	$	1,102.90	$	5.87
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.33	$	5.64

^†  For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (0.98% for Class A, 1.62% for Class B, 1.61% for Class C, 0.73% for Class F, 0.63% for Class I, 1.08% for Class P, 1.23% for Class R2 and 1.12% for Class R3) multiplied by the average account value over the period, multiplied by 182/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

May 31, 2011

Sector*	%**		Sector*	%**
Consumer Discretionary		12.18%	Information Technology		18.83%
Consumer Staples		6.21%	Materials		7.99%
Energy		11.70%	Telecommunication Services		2.89%
Financials		16.38%	Utilities		1.18%
Health Care		11.05%	Short-Term Investment		0.77%
Industrials		10.82%	Total		100.00%

* A sector may comprise several industries.

** Represents percent of total investments.

3

Small Cap Value Fund

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

	Beginning Account Value		Ending Account Value		Expenses Paid During Period†
	12/1/10		5/31/11		12/1/10 - 5/31/11
Class A
Actual	$	1,000.00	$	1,171.50	$	6.50
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.93	$	6.04
Class B
Actual	$	1,000.00	$	1,167.40	$	10.21
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.53	$	9.50
Class C
Actual	$	1,000.00	$	1,167.50	$	10.21
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.53	$	9.50
Class F
Actual	$	1,000.00	$	1,172.20	$	5.42
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.92	$	5.04
Class I
Actual	$	1,000.00	$	1,172.90	$	4.88
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.42	$	4.53
Class P
Actual	$	1,000.00	$	1,170.50	$	7.31
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.18	$	6.79
Class R2
Actual	$	1,000.00	$	1,169.60	$	7.95
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.62	$	7.39
Class R3
Actual	$	1,000.00	$	1,170.40	$	7.47
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.06	$	6.94

^†  For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.20% for Class A, 1.89% for Class B and C, 1.00% for Class F, 0.90% for Class I, 1.35% for Class P, 1.47% for Class R2 and 1.38% for Class R3) multiplied by the average account value over the period, multiplied by 182/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

May 31, 2011

Sector*	%**		Sector*	%**
Consumer Discretionary		10.79%	Information Technology		14.21%
Consumer Staples		0.69%	Materials		11.06%
Energy		5.69%	Utilities		0.49%
Financials		15.91%	Short-Term Investment		3.92%
Health Care		10.30%	Total		100.00%
Industrials		26.94%

* A sector may comprise several industries.

** Represents percent of total investments.

4

Schedule of Investments (unaudited)

CLASSIC STOCK FUND May 31, 2011

Investments	Shares		Fair Value (000)
COMMON STOCKS 99.39%
Aerospace & Defense 3.57%
Boeing Co. (The)		10,196	$	796
Goodrich Corp.		110,300		9,628
Honeywell International, Inc.		145,800		8,683
Precision Castparts Corp.		64,400		10,117
United Technologies Corp.		143,800		12,621
Total				41,845
Airlines 0.33%
AMR Corp.*		623,400		3,909
Automobiles 0.41%
General Motors Co.*		150,143		4,776
Beverages 2.35%
Coca-Cola Co. (The)		193,000		12,894
PepsiCo, Inc.		206,000		14,651
Total				27,545
Biotechnology 1.65%
Amgen, Inc.*		47,500		2,876
Celgene Corp.*		92,800		5,652
Gilead Sciences, Inc.*		60,724		2,535
Human Genome Sciences, Inc.*		301,400		8,249
Total				19,312
Capital Markets 3.88%
Franklin Resources, Inc.		15,800		2,047
Goldman Sachs Group, Inc. (The)		133,100		18,731
Morgan Stanley		378,000		9,133
State Street Corp.		136,500		6,248
T. Rowe Price Group, Inc.		146,700		9,286
Total				45,445
Chemicals 5.63%
Albemarle Corp.		70,600		5,001

Investments	Shares		Fair Value (000)
Celanese Corp. Series A		158,000	$	8,230
CF Industries Holdings, Inc.		17,700		2,722
Dow Chemical Co. (The)		353,100		12,758
E.I. du Pont de Nemours & Co.		109,300		5,826
LyondellBasell Industries NV Class A (Netherlands)(a)		112,800		4,942
Monsanto Co.		170,145		12,087
Mosaic Co. (The)		32,900		2,331
Potash Corp. of Saskatchewan, Inc. (Canada)(a)		213,700		12,095
Total				65,992
Commercial Banks 4.56%
Fifth Third Bancorp		698,900		9,128
PNC Financial Services Group, Inc. (The)		145,600		9,088
Regions Financial Corp.		825,300		5,826
SunTrust Banks, Inc.		185,500		5,218
U.S. Bancorp		337,300		8,635
Wells Fargo & Co.		547,400		15,530
Total				53,425
Communications Equipment 2.05%
Cisco Systems, Inc.		296,200		4,976
QUALCOMM, Inc.		325,700		19,083
Total				24,059
Computers & Peripherals 6.16%
Apple, Inc.*		127,300		44,279
Dell, Inc.*		693,100		11,145
EMC Corp.*		474,200		13,500
Hewlett-Packard Co.		87,868		3,285
Total				72,209
Consumer Finance 1.17%
Capital One Financial Corp.		252,000		13,694

See Notes to Financial Statements.

5

Schedule of Investments (unaudited)(continued)

CLASSIC STOCK FUND May 31, 2011

Investments	Shares		Fair Value (000)
Diversified Financial Services 4.47%
Bank of America Corp.		1,650,948	$	19,399
Citigroup, Inc.*		220,380		9,069
JPMorgan Chase & Co.		555,028		23,999
Total				52,467
Diversified Telecommunication Services 2.89%
AT&T, Inc.		372,302		11,750
CenturyLink, Inc.		298,700		12,901
Verizon Communications, Inc.		250,800		9,262
Total				33,913
Electric: Utilities 0.55%
NextEra Energy, Inc.		61,932		3,589
Progress Energy, Inc.		58,700		2,795
Total				6,384
Electrical Equipment 0.71%
Emerson Electric Co.		151,678		8,274
Electronic Equipment, Instruments & Components 0.48%
Corning, Inc.		280,503		5,652
Energy Equipment & Services 1.90%
Schlumberger Ltd.		203,475		17,442
Weatherford International Ltd. (Switzerland)*(a)		245,500		4,853
Total				22,295
Food & Staples Retailing 0.95%
CVS Caremark Corp.		186,548		7,217
Wal-Mart Stores, Inc.		70,100		3,871
Total				11,088
Food Products 0.26%
Kellogg Co.		52,400		2,986

Investments	Shares		Fair Value (000)
Health Care Equipment & Supplies 0.98%
Baxter International, Inc.		193,887	$	11,540
Health Care Providers & Services 3.38%
Express Scripts, Inc.*		269,200		16,034
HCA Holdings, Inc.*		180,900		6,312
Medco Health Solutions, Inc.*		121,402		7,267
WellPoint, Inc.		128,700		10,060
Total				39,673
Hotels, Restaurants & Leisure 5.58%
Boyd Gaming Corp.*		132,200		1,248
Carnival Corp.		306,600		11,899
Darden Restaurants, Inc.		83,100		4,209
Gaylord Entertainment Co.*		56,800		1,832
Hyatt Hotels Corp. Class A*		132,639		5,913
Marriott International, Inc. Class A		171,178		6,472
MGM Resorts International*		775,700		11,690
Royal Caribbean Cruises Ltd.*		76,000		2,964
Starwood Hotels & Resorts Worldwide, Inc.		142,400		8,684
Wynn Resorts Ltd.		72,100		10,564
Total				65,475
Household Products 2.02%
Colgate-Palmolive Co.		79,755		6,981
Procter & Gamble Co. (The)		249,297		16,703
Total				23,684
Industrial Conglomerates 1.23%
General Electric Co.		734,400		14,424
Information Technology Services 0.34%
MasterCard, Inc. Class A		13,900		3,990

See Notes to Financial Statements.

6

Schedule of Investments (unaudited)(continued)

CLASSIC STOCK FUND May 31, 2011

Investments	Shares		Fair Value (000)
Insurance 1.49%
MetLife, Inc.		185,800	$	8,194
Prudential Financial, Inc.		145,800		9,299
Total				17,493
Internet & Catalog Retail 0.12%
Amazon.com, Inc.*		7,200		1,416
Internet Software & Services 1.75%
Google, Inc. Class A*		38,700		20,473
Machinery 2.41%
Dover Corp.		112,500		7,564
Eaton Corp.		148,100		7,652
PACCAR, Inc.		164,300		8,215
Parker Hannifin Corp.		54,600		4,851
Total				28,282
Media 2.74%
DreamWorks Animation SKG, Inc. Class A*		64,500		1,542
Interpublic Group of Cos., Inc. (The)		998,700		11,915
Time Warner, Inc.		196,300		7,151
Walt Disney Co. (The)		277,537		11,554
Total				32,162
Metals & Mining 2.37%
Freeport-McMoRan Copper & Gold, Inc.		197,230		10,185
Newmont Mining Corp.		120,900		6,839
Reliance Steel & Aluminum Co.		70,100		3,611
United States Steel Corp.		156,000		7,193
Total				27,828
Multi-Line Retail 1.53%
J.C. Penney Co., Inc.		106,000		3,756
Macy’s, Inc.		91,800		2,651
Target Corp.		233,600		11,570
Total				17,977

Investments	Shares		Fair Value (000)
Multi-Utilities 0.64%
Dominion Resources, Inc.		87,900	$	4,195
PG&E Corp.		76,400		3,314
Total				7,509
Oil, Gas & Consumable Fuels 9.82%
Anadarko Petroleum Corp.		111,300		8,851
Apache Corp.		73,900		9,208
Chevron Corp.		120,800		12,673
Continental Resources, Inc.*		78,200		5,178
Devon Energy Corp.		68,761		5,781
EOG Resources, Inc.		58,000		6,330
Exxon Mobil Corp.		252,315		21,061
Hess Corp.		208,200		16,454
Occidental Petroleum Corp.		83,000		8,951
Petrohawk Energy Corp.*		77,600		2,054
Range Resources Corp.		36,100		2,019
Southwestern Energy Co.*		81,400		3,563
Suncor Energy, Inc. (Canada)(a)		311,393		13,047
Total				115,170
Pharmaceuticals 5.05%
Abbott Laboratories		139,900		7,310
Johnson & Johnson		278,600		18,747
Merck & Co., Inc.		344,100		12,646
Pfizer, Inc.		956,800		20,523
Total				59,226
Professional Services 1.27%
Monster Worldwide, Inc.*		961,904		14,832
Real Estate Investment Trusts 0.84%
Host Hotels & Resorts, Inc.		561,061		9,863

See Notes to Financial Statements.

7

Schedule of Investments (unaudited)(concluded)

CLASSIC STOCK FUND May 31, 2011

Investments	Shares		Fair Value (000)
Road & Rail 2.59%
Hertz Global Holdings, Inc.*		572,500	$	9,246
Union Pacific Corp.		201,100		21,109
Total				30,355
Semiconductors & Semiconductor Equipment 1.96%
Broadcom Corp. Class A*		111,800		4,023
Intel Corp.		241,500		5,436
Micron Technology, Inc.*		774,200		7,897
Texas Instruments, Inc.		160,000		5,648
Total				23,004
Software 4.85%
Activision Blizzard, Inc.		496,826		5,957
Adobe Systems, Inc.*		364,053		12,607
Microsoft Corp.		585,500		14,643
Oracle Corp.		292,900		10,023
VMware, Inc. Class A*		140,500		13,674
Total				56,904
Specialty Retail 1.81%
Dick’s Sporting Goods, Inc.*		443,825		17,638
Home Depot, Inc. (The)		98,500		3,573
Total				21,211
Tobacco 0.65%
Altria Group, Inc.		273,200		7,666
Total Common Stocks (cost $870,798,811)				1,165,427

Investments	Principal Amount (000)		Fair Value (000)
SHORT-TERM INVESTMENT 0.77%
Repurchase Agreement
Repurchase Agreement dated 5/31/2011, 0.01% due 6/1/2011 with Fixed Income Clearing Corp. collateralized by $9,245,000 of Federal Home Loan Mortgage Corp. at Zero Coupon due 06/10/11; value: $9,245,000; proceeds: $9,059,444 (cost $9,059,441)	$	9,059	$	9,059
Total Investments in Securities 100.16% (cost $879,858,252)				1,174,486
Liabilities in Excess of Other Assets (0.16%)				(1,866	)
Net Assets 100.00%			$	1,172,620

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

See Notes to Financial Statements.

8

Schedule of Investments (unaudited)

SMALL CAP VALUE FUND May 31, 2011

Investments	Shares		Fair Value (000)
COMMON STOCKS 95.91%
Aerospace & Defense 3.08%
AAR Corp.		1,609,264	$	42,468
Hexcel Corp.*		2,809,273		58,068
Moog, Inc. Class A*		865,262		35,519
Total				136,055
Air Freight & Logistics 2.78%
Atlas Air Worldwide Holdings, Inc.*		736,400		46,607
Hub Group, Inc. Class A*		799,045		30,491
UTi Worldwide, Inc.		2,058,100		45,752
Total				122,850
Automobiles 0.78%
Thor Industries, Inc.		1,072,000		34,626
Capital Markets 0.93%
KBW, Inc.		471,900		10,032
Piper Jaffray Cos., Inc.*		927,900		30,825
Total				40,857
Chemicals 5.55%
Cabot Corp.		2,125,200		89,748
Ferro Corp.*		3,065,700		40,161
Koppers Holdings, Inc.(a)		1,334,300		53,545
Olin Corp.		2,574,200		61,832
Total				245,286
Commercial Banks 8.06%
City National Corp.		665,100		37,465
Columbia Banking System, Inc.		1,807,276		32,513
CVB Financial Corp.		4,072,900		36,534
First Financial Bancorp		1,770,200		28,323
IBERIABANK Corp.		694,100		40,778
PacWest Bancorp		1,395,900		29,454
Signature Bank*		753,074		42,865
Susquehanna Bancshares, Inc.		3,553,300		30,985
SVB Financial Group*		530,300		31,489

Investments	Shares		Fair Value (000)
Texas Capital Bancshares, Inc.*		1,817,454	$	45,491
Total				355,897
Commercial Services & Supplies 0.77%
Korn/Ferry International*		1,584,800		33,851
Construction & Engineering 3.31%
Chicago Bridge & Iron Co. NV (Netherlands)(b)		2,119,200		80,657
EMCOR Group, Inc.*		1,292,300		39,247
Granite Construction, Inc.		956,382		26,291
Total				146,195
Containers & Packaging 2.13%
AptarGroup, Inc.		453,100		24,195
Greif, Inc. Class A		633,387		41,880
Silgan Holdings, Inc.		620,554		27,857
Total				93,932
Distributors 0.51%
Applied Industrial Technologies, Inc.		632,100		22,515
Electrical Equipment 1.27%
II-VI, Inc.*		407,615		23,177
Regal Beloit Corp.		476,760		32,896
Total				56,073
Electronic Equipment, Instruments & Components 8.12%
Anixter International, Inc.		784,502		53,103
Cognex Corp.		939,700		33,162
Coherent, Inc.*		821,200		46,069
Elster Group SE ADR*		1,450,000		23,969
Littelfuse, Inc.		927,134		55,628
Plexus Corp.*		1,546,372		57,649
Rogers Corp.*		786,735		36,921
ScanSource, Inc.*(a)		1,467,725		52,001
Total				358,502

See Notes to Financial Statements.

9

Schedule of Investments (unaudited)(continued)

SMALL CAP VALUE FUND May 31, 2011

Investments	Shares		Fair Value (000)
Energy Equipment & Services 4.51%
Bristow Group, Inc.*		777,069	$	35,706
Complete Production Services, Inc.*		1,119,600		37,160
GulfMark Offshore, Inc. Class A*		762,077		31,169
Key Energy Services, Inc.*		2,456,000		43,422
Superior Energy Services, Inc.*		1,375,398		51,536
Total				198,993
Food Products 0.69%
Dole Food Co., Inc.*		2,271,426		30,460
Gas Utilities 0.49%
New Jersey Resources Corp.		466,800		21,510
Health Care Equipment & Supplies 5.32%
American Medical Systems Holdings, Inc.*		1,493,200		44,706
Cooper Cos., Inc. (The)		418,768		31,370
Haemonetics Corp.*		556,400		37,629
Integra LifeSciences Holdings*		511,577		26,239
Invacare Corp.		1,436,200		48,228
NuVasive, Inc.*		1,388,800		46,928
Total				235,100
Health Care Providers & Services 3.08%
Centene Corp.*		1,075,624		37,432
Gentiva Health Services, Inc.*		1,342,650		32,868
Healthspring, Inc.*		1,497,100		65,648
Total				135,948
Hotels, Restaurants & Leisure 3.37%
Cheesecake Factory, Inc. (The)*		1,203,900		38,248
Cracker Barrel Old Country Store, Inc.		737,505		34,943
Gaylord Entertainment Co.*		1,099,692		35,465

Investments	Shares		Fair Value (000)
Orient-Express Hotels Ltd. Class A*		3,428,100	$	40,074
Total				148,730
Information Technology Services 1.75%
FleetCor Technologies, Inc.*		755,424		25,488
MAXIMUS, Inc.		615,389		51,570
Total				77,058
Insurance 2.06%
Alterra Capital Holdings Ltd.		2,235,080		50,848
Navigators Group, Inc. (The)*		839,100		40,126
Total				90,974
Life Sciences Tools & Services 0.82%
PAREXEL International Corp.*		1,435,500		36,131
Machinery 4.76%
Harsco Corp.		1,343,300		45,014
Kaydon Corp.		293,100		10,660
Kennametal, Inc.		933,100		38,939
TriMas Corp.*(a)		1,843,500		37,607
WABCO Holdings, Inc.*		561,600		38,498
Watts Water Technologies, Inc. Class A		1,124,500		39,346
Total				210,064
Marine 1.20%
Kirby Corp.*		922,200		52,999
Metals & Mining 3.36%
Commercial Metals Co.		2,185,100		32,536
Compass Minerals International, Inc.		429,100		39,894
Reliance Steel & Aluminum Co.		933,800		48,100
RTI International Metals, Inc.*		727,022		27,721
Total				148,251

See Notes to Financial Statements.

10

Schedule of Investments (unaudited)(continued)

SMALL CAP VALUE FUND May 31, 2011

Investments	Shares		Fair Value (000)
Oil, Gas & Consumable Fuels 1.17%
Forest Oil Corp.*		648,500	$	19,390
SandRidge Energy, Inc.*		2,853,107		32,297
Total				51,687
Pharmaceuticals 1.06%
Par Pharmaceutical Cos., Inc.*		1,360,600		46,750
Professional Services 1.34%
FTI Consulting, Inc.*		572,700		21,860
TrueBlue, Inc.*(a)		2,544,100		37,245
Total				59,105
Real Estate Investment Trusts 2.81%
Alexandria Real Estate Equities, Inc.		375,100		30,961
Entertainment Properties Trust		1,072,400		52,097
Pebblebrook Hotel Trust		1,892,900		41,152
Total				124,210
Road & Rail 4.39%
Genesee & Wyoming, Inc. Class A*		514,226		30,519
Heartland Express, Inc.		2,917,014		48,481
Knight Transportation, Inc.		2,358,300		40,327
Ryder System, Inc.		835,500		45,953
Werner Enterprises, Inc.		1,147,505		28,779
Total				194,059
Semiconductors & Semiconductor Equipment 3.81%					��
Cabot Microelectronics Corp.*		1,057,900		53,159
Diodes, Inc.*		1,469,300		42,904
PMC-Sierra, Inc.*		3,927,200		30,789

Investments	Shares		Fair Value (000)
Teradyne, Inc.*		2,594,700	$	41,541
Total				168,393
Software 0.51%
Jack Henry & Associates, Inc.		715,800		22,362
Specialty Retail 6.11%
Ascena Retail Group, Inc.*		1,249,461		41,807
Children’s Place Retail Stores, Inc. (The)*		890,700		44,749
Genesco, Inc.*		1,052,400		47,348
Jos. A. Bank Clothiers, Inc.*		814,700		46,519
Penske Automotive Group, Inc.*		2,076,900		43,116
Rent-A-Center, Inc.		1,427,100		46,324
Total				269,863
Thrifts & Mortgage Finance 2.02%
MGIC Investment Corp.*		4,280,891		34,504
People’s United Financial, Inc.		2,423,448		32,353
Washington Federal, Inc.		1,415,500		22,492
Total				89,349
Trading Companies & Distributors 3.99%
GATX Corp.		1,242,550		49,354
RSC Holdings, Inc.*		3,914,100		52,332
TAL International Group, Inc.		1,040,000		35,079
WESCO International, Inc.*		710,500		39,504
Total				176,269
Total Common Stocks (cost $3,085,982,056)				4,234,904

See Notes to Financial Statements.

11

Schedule of Investments (unaudited)(concluded)

SMALL CAP VALUE FUND May 31, 2011

Investments	Principal Amount (000)		Fair Value (000)
SHORT-TERM INVESTMENT 3.91%
Repurchase Agreement
Repurchase Agreement dated 5/31/2011, 0.01% due 6/1/2011 with Fixed Income Clearing Corp. collateralized by $121,010,000 of Federal Home Loan Bank at 4.625% due 8/15/2012, $25,045,000 of Federal Home Loan Mortgage Corp. at 5.50% due 8/20/2012, $14,355,000 of Federal Home Loan Bank at 2.00% due 9/14/2012 and 5,895,000 of Federal National Mortgage Assoc. at 3.20% due 10/29/2020; value: $176,294,813; proceeds: $172,837,299 (cost $172,837,250)	$	172,837	$	172,837
Total Investments in Securities 99.82% (cost $3,258,819,306)				4,407,741
Cash and Other Assets in Excess of Liabilities 0.18%				7,990
Net Assets 100.00%			$	4,415,731

ADR	American Depositary Receipt.
*	Non-income producing security.
(a)	Affiliated issuer (holding represents 5% or more of the underlying issuer’s outstanding voting shares). (See Note 8).
(b)	Foreign security traded in U.S. dollars.

See Notes to Financial Statements.

12

Statements of Assets and Liabilities (unaudited)

May 31, 2011

	Classic Stock Fund			Small Cap Value Fund
ASSETS:
Investments in unaffiliated issuers, at cost	$	879,858,252		$	3,122,709,948	��
Investments in affiliated issuers, at cost		–			136,109,358
Investments in unaffiliated issuers, at fair value	$	1,174,486,312		$	4,227,341,342
Investments in affiliated issuers, at fair value		–			180,399,980
Cash		–			296,285
Receivables:
Investment securities sold		13,053,961			16,087,690
Interest and dividends		1,782,177			2,811,737
Capital shares sold		1,021,935			4,634,313
From advisor (See Note 3)		297,982			–
Prepaid expenses and other assets		92,347			121,349
Total assets		1,190,734,714			4,431,692,696
LIABILITIES:
Payables:
Investment securities purchased		15,377,889			4,089,097
Capital shares reacquired		1,323,798			7,010,718
Management fee		693,456			2,692,067
12b-1 distribution fees		294,177			701,775
Directors’ fees		116,583			391,947
Fund administration		40,061			148,979
To affiliates (See Note 3)		42,834			32,530
Accrued expenses and other liabilities		226,065			894,937
Total liabilities		18,114,863			15,962,050
NET ASSETS	$	1,172,619,851		$	4,415,730,646
COMPOSITION OF NET ASSETS:
Paid-in capital	$	985,310,437		$	3,381,674,428
Undistributed (distributions in excess of) net investment income		1,806,381			(6,301,422	)
Accumulated net realized loss on investments		(109,125,027	)		(108,564,376	)
Net unrealized appreciation on investments		294,628,060			1,148,922,016
Net Assets	$	1,172,619,851		$	4,415,730,646

See Notes to Financial Statements.

13

Statements of Assets and Liabilities (unaudited)(concluded)

May 31, 2011

	Classic Stock Fund		Small Cap Value Fund
Net assets by class:
Class A Shares	$	605,246,691	$	1,869,519,435
Class B Shares	$	34,203,739	$	13,680,977
Class C Shares	$	90,207,440	$	51,292,146
Class F Shares	$	33,555,676	$	37,610,629
Class I Shares	$	387,873,323	$	2,130,414,180
Class P Shares	$	3,618,818	$	292,383,774
Class R2 Shares	$	3,255,511	$	8,179,475
Class R3 Shares	$	14,658,653	$	12,650,030
Outstanding shares by class:
Class A Shares (200 million and 300 million shares of common stock authorized, respectively, $.001 par value)		19,886,074		55,165,548
Class B Shares (30 million shares of common stock authorized per Fund, $.001 par value)		1,180,546		467,145
Class C Shares (20 million shares of common stock authorized per Fund, $.001 par value)		3,106,289		1,747,758
Class F Shares (30 million shares of common stock authorized per Fund, $.001 par value)		1,106,149		1,112,316
Class I Shares (30 million and 200 million shares of common stock authorized, respectively, $.001 par value)		12,715,776		59,377,935
Class P Shares (20 million and 50 million shares of common stock authorized, respectively, $.001 par value)		118,368		8,728,676
Class R2 Shares (30 million shares of common stock authorized per Fund, $.001 par value)		107,461		243,481
Class R3 Shares (30 million shares of common stock authorized per Fund, $.001 par value)		486,429		376,724
Net asset value, offering and redemption price per share (Net assets divided by outstanding shares):
Class A Shares-Net asset value		$30.44		$33.89
Class A shares-Maximum offering price (Net asset value plus sales charge of 5.75%)		$32.30		$35.96
Class B Shares-Net asset value		$28.97		$29.29
Class C Shares-Net asset value		$29.04		$29.35
Class F Shares-Net asset value		$30.34		$33.81
Class I Shares-Net asset value		$30.50		$35.88
Class P Shares-Net asset value		$30.57		$33.50
Class R2 Shares-Net asset value		$30.29		$33.59
Class R3 Shares-Net asset value		$30.14		$33.58

See Notes to Financial Statements.

14

Statements of Operations (unaudited)

For the Six Months Ended May 31, 2011

	Classic Stock Fund			Small Cap Value Fund
Investment income:
Dividends from unaffiliated issuers (net of foreign withholding taxes of $14,223 and $15,973, respectively)	$	7,655,885		$	17,375,202
Dividends from affiliated issuers		–			1,116,956
Interest		2,146			11,350
Total investment income		7,658,031			18,503,508
Expenses:
Management fee		4,081,163			15,305,853
12b-1 distribution plan-Class A		1,064,292			2,724,690
12b-1 distribution plan-Class B		181,293			72,093
12b-1 distribution plan-Class C		454,145			250,961
12b-1 distribution plan-Class F		25,240			14,713
12b-1 distribution plan-Class P		7,666			682,418
12b-1 distribution plan-Class R2		7,519			1,876
12b-1 distribution plan-Class R3		32,501			18,675
Shareholder servicing		664,215			2,485,187
Professional		24,696			32,444
Reports to shareholders		44,103			91,215
Fund administration		235,806			846,127
Custody		7,583			27,068
Directors’ fees		15,368			53,428
Registration		58,649			77,942
Subsidy (See Note 3)		278,367			193,093
Other		18,189			55,267
Gross expenses		7,200,795			22,933,050
Expense reductions (See Note 7)		(622	)		(3,086	)
Management fee waived (See Note 3)		(1,713,572	)		–
Net expenses		5,486,601			22,929,964
Net investment income (loss)		2,171,430			(4,426,456	)
Net realized and unrealized gain (loss):
Net realized gain on investments and foreign currency related transactions in unaffiliated issuers		21,843,022			230,787,317
Net realized loss from investments in affiliated issuers		–			(6,320,421	)
Net change in unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		88,455,940			420,110,411
Net realized and unrealized gain		110,298,962			644,577,307
Net Increase in Net Assets Resulting From Operations	$	112,470,392		$	640,150,851

See Notes to Financial Statements.

15

Statements of Changes in Net Assets

	Classic Stock Fund
INCREASE IN NET ASSETS	For the Six Months Ended May 31, 2011 (unaudited)			For the Year Ended November 30, 2010
Operations:
Net investment income	$	2,171,430		$	4,641,452
Net realized gain (loss) on investments and foreign currency related transactions		21,843,022			(6,353,262	)
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies		88,455,940			81,821,955
Net increase in net assets resulting from operations		112,470,392			80,110,145
Distributions to shareholders from:
Net investment income
Class A		(2,116,930	)		(3,655,628	)
Class B		–			(17,245	)
Class C		–			(111,594	)
Class F		(289,959	)		(92,128	)
Class I		(2,380,907	)		(2,438,608	)
Class P		(7,511	)		(20,518	)
Class R2		(5,019	)		(4,815	)
Class R3		(35,708	)		(17,121	)
Total distributions to shareholders		(4,836,034	)		(6,357,657	)
Capital share transactions (Net of share conversions) (See Note 12):
Net proceeds from sales of shares		124,106,395			237,299,674
Reinvestment of distributions		4,605,127			6,102,899
Cost of shares reacquired		(144,916,527	)		(249,911,507	)
Net decrease in net assets resulting from capital share transactions		(16,205,005	)		(6,508,934	)
Net increase in net assets		91,429,353			67,243,554
NET ASSETS:
Beginning of period	$	1,081,190,498		$	1,013,946,944
End of period	$	1,172,619,851		$	1,081,190,498
Undistributed net investment income	$	1,806,381		$	4,470,985

See Notes to Financial Statements.

16

Statements of Changes in Net Assets (concluded)

	Small Cap Value Fund
INCREASE IN NET ASSETS	For the Six Months Ended May 31, 2011 (unaudited)			For the Year Ended November 30, 2010
Operations:
Net investment income (loss)	$	(4,426,456	)	$	3,440,861
Net realized gain on investments in affiliated and unaffiliated issuers		224,466,896			290,044,038
Net change in unrealized appreciation/depreciation on investments		420,110,411			485,527,770
Net increase in net assets resulting from operations		640,150,851			779,012,669
Distributions to shareholders from:
Net investment income
Class A		(77,931	)		–
Class F		(57,552	)		–
Class I		(4,795,036	)		–
Total distributions to shareholders		(4,930,519	)		–
Capital share transactions (Net of share conversions) (See Note 12):
Net proceeds from sales of shares		551,017,999			727,415,003
Reinvestment of distributions		4,629,503			–
Cost of shares reacquired		(466,888,544	)		(788,411,184	)
Net increase (decrease) in net assets resulting from capital share transactions		88,758,958			(60,996,181	)
Net increase in net assets		723,979,290			718,016,488
NET ASSETS:
Beginning of period	$	3,691,751,356		$	2,973,734,868
End of period	$	4,415,730,646		$	3,691,751,356
Undistributed (distributions in excess of) net investment income	$	(6,301,422	)	$	3,055,553

See Notes to Financial Statements.

17

Financial Highlights

CLASSIC STOCK FUND

	Class A Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$27.67			$25.81			$20.90			$32.95			$30.64			$28.66
Investment operations:
Net investment income(a)		.05			.11			.18			.21			.16			.18
Net realized and unrealized gain (loss)		2.82			1.91			4.95			(9.98	)		3.40			3.00
Total from investment operations		2.87			2.02			5.13			(9.77	)		3.56			3.18
Distributions to shareholders from:
Net investment income		(.10	)		(.16	)		(.22	)		(.15	)		(.17	)		(.10	)
Net realized gain		–			–			–			(2.13	)		(1.08	)		(1.10	)
Total distributions		(.10	)		(.16	)		(.22	)		(2.28	)		(1.25	)		(1.20	)
Net asset value, end of period		$30.44			$27.67			$25.81			$20.90			$32.95			$30.64
Total Return(b)		10.40	%(c)		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		.49	%(c)		.98	%		1.15	%		1.30	%		1.30	%		1.30	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		.49	%(c)		.98	%		1.15	%		1.30	%		1.30	%		1.30	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.63	%(c)		1.30	%		1.37	%		1.33	%		1.31	%		1.33	%
Net investment income		.16	%(c)		.42	%		.84	%		.77	%		.50	%		.63	%
Supplemental Data:
Net assets, end of period (000)		$605,247			$569,479			$595,557			$494,847			$707,266			$645,539
Portfolio turnover rate		12.08	%(c)		24.10	%		55.20	%		36.96	%		44.97	%		39.51	%

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

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

^(c)  Not annualized.

See Notes to Financial Statements.

18

Financial Highlights (continued)

CLASSIC STOCK FUND

	Class B Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$26.33			$24.58			$19.86			$31.47			$29.34			$27.56
Investment operations:
Net investment income (loss)(a)		(.05	)		(.06	)		.04			.03			(.05	)		(.01	)
Net realized and unrealized gain (loss)		2.69			1.82			4.72			(9.51	)		3.26			2.89
Total from investment operations		2.64			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 period		$28.97			$26.33			$24.58			$19.86			$31.47			$29.34
Total Return(b)		10.03	%(c)		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		.81	%(c)		1.63	%		1.80	%		1.95	%		1.95	%		1.95	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		.81	%(c)		1.63	%		1.80	%		1.95	%		1.95	%		1.95	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.95	%(c)		1.95	%		2.02	%		1.98	%		1.96	%		1.98	%
Net investment income (loss)		(.16	)%(c)		(.25	)%		.19	%		.11	%		(.15	)%		(.02	)%
Supplemental Data:
Net assets, end of period (000)		$34,204			$35,937			$46,267			$43,374			$74,005			$78,277
Portfolio turnover rate		12.08	%(c)		24.10	%		55.20	%		36.96	%		44.97	%		39.51	%

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

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

^(c)  Not annualized.

See Notes to Financial Statements.

19

Financial Highlights (continued)

CLASSIC STOCK FUND

	Class C Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$26.39			$24.66			$19.94			$31.59			$29.44			$27.66
Investment operations:
Net investment income (loss)(a)		(.04	)		(.06	)		.04			.03			(.05	)		–	(b)
Net realized and unrealized gain (loss)		2.69			1.82			4.74			(9.55	)		3.28			2.88
Total from investment operations		2.65			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 period		$29.04			$26.39			$24.66			$19.94			$31.59			$29.44
Total Return(c)		10.04	%(d)		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		.80	%(d)		1.63	%		1.80	%		1.95	%		1.95	%		1.95	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		.80	%(d)		1.63	%		1.80	%		1.95	%		1.95	%		1.95	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.95	%(d)		1.95	%		2.02	%		1.98	%		1.96	%		1.98	%
Net investment income (loss)		(.15	)%(d)		(.23	)%		.18	%		.12	%		(.15	)%		(.02	)%
Supplemental Data:
Net assets, end of period (000)		$90,207			$87,126			$89,787			$65,200			$94,948			$86,535
Portfolio turnover rate		12.08	%(d)		24.10	%		55.20	%		36.96	%		44.97	%		39.51	%

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

^(b)  Amount is less than $.01.

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

^(d)  Not annualized.

See Notes to Financial Statements.

20

Financial Highlights (continued)

CLASSIC STOCK FUND

	Class F Shares
	Six Months Ended 5/31/2011 (unaudited)			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		$27.62			$25.76			$20.88			$32.96			$33.52
Investment operations:
Net investment income(b)		.08			.19			.22			.32			.05
Net realized and unrealized gain (loss)		2.82			1.89			4.96			(10.02	)		(.61	)
Total from investment operations		2.90			2.08			5.18			(9.70	)		(.56	)
Distributions to shareholders from:
Net investment income		(.18	)		(.22	)		(.30	)		(.25	)		–
Net realized gain		–			–			–			(2.13	)		–
Total distributions		(.18	)		(.22	)		(.30	)		(2.38	)		–
Net asset value, end of period		$30.34			$27.62			$25.76			$20.88			$32.96
Total Return(c)		10.52	%(d)		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		.37	%(d)		.73	%		.86	%		1.05	%		.18	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		.37	%(d)		.73	%		.86	%		1.04	%		.18	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.51	%(d)		1.05	%		1.10	%		1.11	%		.19	%(d)
Net investment income		.27	%(d)		.73	%		.96	%		1.25	%		.16	%(d)
Supplemental Data:
Net assets, end of period (000)		$33,556			$45,605			$10,723			$2,453			$10
Portfolio turnover rate		12.08	%(d)		24.10	%		55.20	%		36.96	%		44.97	%

^(a)  Commencement of 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 (continued)

CLASSIC STOCK FUND

	Class I Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$27.78			$25.90			$20.99			$33.08			$30.76			$28.74
Investment operations:
Net investment income(a)		.10			.21			.26			.31			.26			.29
Net realized and unrealized gain (loss)		2.82			1.91			4.96			(10.01	)		3.41			3.01
Total from investment operations		2.92			2.12			5.22			(9.70	)		3.67			3.30
Distributions to shareholders from:
Net investment income		(.20	)		(.24	)		(.31	)		(.26	)		(.27	)		(.18	)
Net realized gain		–			–			–			(2.13	)		(1.08	)		(1.10	)
Total distributions		(.20	)		(.24	)		(.31	)		(2.39	)		(1.35	)		(1.28	)
Net asset value, end of period		$30.50			$27.78			$25.90			$20.99			$33.08			$30.76
Total Return(b)		10.55	%(c)		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		.31	%(c)		.63	%		.79	%		.95	%		.95	%		.95	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		.31	%(c)		.63	%		.79	%		.95	%		.95	%		.95	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.46	%(c)		.95	%		1.01	%		.98	%		.96	%		.98	%
Net investment income		.34	%(c)		.79	%		1.17	%		1.13	%		.84	%		.99	%
Supplemental Data:
Net assets, end of period (000)		$387,873			$328,620			$264,418			$174,231			$221,345			$202,879
Portfolio turnover rate		12.08	%(c)		24.10	%		55.20	%		36.96	%		44.97	%		39.51	%

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

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

^(c)  Not annualized.

See Notes to Financial Statements.

22

Financial Highlights (continued)

CLASSIC STOCK FUND

	Class P Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$27.78			$25.91			$20.96			$33.05			$30.65			$28.70
Investment operations:
Net investment income(a)		.03			.08			.17			.18			.12			.15
Net realized and unrealized gain (loss)		2.83			1.92			4.97			(10.01	)		3.42			3.01
Total from investment operations		2.86			2.00			5.14			(9.83	)		3.54			3.16
Distributions to shareholders from:
Net investment income		(.07	)		(.13	)		(.19	)		(.13	)		(.06	)		(.11	)
Net realized gain		–			–			–			(2.13	)		(1.08	)		(1.10	)
Total distributions		(.07	)		(.13	)		(.19	)		(2.26	)		(1.14	)		(1.21	)
Net asset value, end of period		$30.57			$27.78			$25.91			$20.96			$33.05			$30.65
Total Return(b)		10.30	%(c)		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		.54	%(c)		1.08	%		1.27	%		1.40	%		1.40	%		1.40	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		.54	%(c)		1.08	%		1.27	%		1.40	%		1.40	%		1.40	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.68	%(c)		1.40	%		1.47	%		1.43	%		1.41	%		1.43	%
Net investment income		.11	%(c)		.30	%		.76	%		.66	%		.38	%		.53	%
Supplemental Data:
Net assets, end of period (000)		$3,619			$3,107			$4,226			$4,635			$7,214			$7,314
Portfolio turnover rate		12.08	%(c)		24.10	%		55.20	%		36.96	%		44.97	%		39.51	%

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

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

^(c)  Not annualized.

See Notes to Financial Statements.

23

Financial Highlights (continued)

CLASSIC STOCK FUND

	Class R2 Shares
	Six Months Ended 5/31/2011 (unaudited)			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		$27.56			$25.78			$20.91			$32.93			$33.52
Investment operations:
Net investment income(b)		.02			.07			.12			.28			.03
Net realized and unrealized gain (loss)		2.79			1.88			5.04			(9.96	)		(.62	)
Total from investment operations		2.81			1.95			5.16			(9.68	)		(.59	)
Distributions to shareholders from:
Net investment income		(.08	)		(.17	)		(.29	)		(.21	)		–
Net realized gain		–			–			–			(2.13	)		–
Total distributions		(.08	)		(.17	)		(.29	)		(2.34	)		–
Net asset value, end of period		$30.29			$27.56			$25.78			$20.91			$32.93
Total Return(c)		10.21	%(d)		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		.61	%(d)		1.22	%		1.21	%		1.04	%		.26	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		.61	%(d)		1.22	%		1.21	%		1.04	%		.26	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.76	%(d)		1.55	%		1.56	%		1.07	%		.26	%(d)
Net investment income		.05	%(d)		.25	%		.50	%		1.04	%		.08	%(d)
Supplemental Data:
Net assets, end of period (000)		$3,256			$1,749			$730			$7			$10
Portfolio turnover rate		12.08	%(d)		24.10	%		55.20	%		36.96	%		44.97	%

^(a)  Commencement of 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.

24

Financial Highlights (concluded)

CLASSIC STOCK FUND

	Class R3 Shares
	Six Months Ended 5/31/2011 (unaudited)			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		$27.42			$25.64			$20.82			$32.94			$33.52
Investment operations:
Net investment income(b)		.03			.08			.16			.22			.03
Net realized and unrealized gain (loss)		2.79			1.88			4.92			(9.99	)		(.61	)
Total from investment operations		2.82			1.96			5.08			(9.77	)		(.58	)
Distributions to shareholders from:
Net investment income		(.10	)		(.18	)		(.26	)		(.22	)		–
Net realized gain		–			–			–			(2.13	)		–
Total distributions		(.10	)		(.18	)		(.26	)		(2.35	)		–
Net asset value, end of period		$30.14			$27.42			$25.64			$20.82			$32.94
Total Return(c)		10.29	%(d)		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		.56	%(d)		1.12	%		1.21	%		1.42	%		.24	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		.56	%(d)		1.12	%		1.21	%		1.42	%		.24	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.71	%(d)		1.45	%		1.49	%		1.48	%		.25	%(d)
Net investment income		.10	%(d)		.32	%		.70	%		.88	%		.10	%(d)
Supplemental Data:
Net assets, end of period (000)		$14,659			$9,567			$2,238			$321			$10
Portfolio turnover rate		12.08	%(d)		24.10	%		55.20	%		36.96	%		44.97	%

^(a)  Commencement of 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

SMALL CAP VALUE FUND

	Class A Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$28.93			$22.87			$18.32			$33.10			$34.60			$31.40
Investment operations:
Net investment income (loss)(a)		(.05	)		–	(b)		(.02	)		.04			.04			(.02	)
Net realized and unrealized gain (loss)		5.01			6.06			4.62			(9.97	)		2.99			6.09
Total from investment operations		4.96			6.06			4.60			(9.93	)		3.03			6.07
Distributions to shareholders from:
Net investment income		–	(b)		–			(.05	)		(.04	)		–			–
Net realized gain		–			–			–			(4.81	)		(4.53	)		(2.87	)
Total distributions		–	(b)		–			(.05	)		(4.85	)		(4.53	)		(2.87	)
Net asset value, end of period		$33.89			$28.93			$22.87			$18.32			$33.10			$34.60
Total Return(c)		17.15	%(d)		26.50	%		25.15	%		(34.96	)%		10.08	%		21.14	%
Ratios to Average Net Assets:
Expenses, including expense reductions		.60	%(d)		1.25	%		1.24	%		1.23	%		1.23	%		1.23	%
Expenses, excluding expense reductions		.60	%(d)		1.25	%		1.24	%		1.23	%		1.23	%		1.24	%
Net investment income (loss)		(.16	)%(d)		(.01	)%		(.08	)%		.17	%		.13	%		(.06	)%
Supplemental Data:
Net assets, end of period (000)		$1,869,519			$1,608,846			$1,393,870			$1,216,253			$2,287,085			$2,367,218
Portfolio turnover rate		23.50	%(d)		42.28	%		68.63	%		77.87	%		61.44	%		71.14	%

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

^(b)  Amount is less than $.01.

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

^(d)  Not annualized.

See Notes to Financial Statements.

26

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class B Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$25.09			$19.97			$16.07			$29.78			$31.77			$29.25
Investment operations:
Net investment loss(a)		(.14	)		(.17	)		(.12	)		(.12	)		(.17	)		(.23	)
Net realized and unrealized gain (loss)		4.34			5.29			4.02			(8.78	)		2.71			5.62
Total from investment operations		4.20			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 period		$29.29			$25.09			$19.97			$16.07			$29.78			$31.77
Total Return(b)		16.74	%(c)		25.64	%		24.27	%		(35.41	)%		9.33	%		20.29	%
Ratios to Average Net Assets:
Expenses, including expense reductions		.94	%(c)		1.95	%		1.94	%		1.93	%		1.93	%		1.92	%
Expenses, excluding expense reductions		.94	%(c)		1.95	%		1.94	%		1.93	%		1.93	%		1.93	%
Net investment loss		(.50	)%(c)		(.73	)%		(.73	)%		(.54	)%		(.58	)%		(.77	)%
Supplemental Data:
Net assets, end of period (000)		$13,681			$14,612			$15,917			$25,955			$58,676			$71,741
Portfolio turnover rate		23.50	%(c)		42.28	%		68.63	%		77.87	%		61.44	%		71.14	%

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

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

^(c)  Not annualized.

See Notes to Financial Statements.

27

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class C Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$25.14			$20.01			$16.10			$29.83			$31.82			$29.29
Investment operations:
Net investment loss(a)		(.14	)		(.17	)		(.13	)		(.12	)		(.17	)		(.22	)
Net realized and unrealized gain (loss)		4.35			5.30			4.04			(8.80	)		2.71			5.62
Total from investment operations		4.21			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 period		$29.35			$25.14			$20.01			$16.10			$29.83			$31.82
Total Return(b)		16.75	%(c)		25.64	%		24.29	%		(35.42	)%		9.32	%		20.30	%
Ratios to Average Net Assets:
Expenses, including expense reductions		.94	%(c)		1.95	%		1.94	%		1.93	%		1.93	%		1.93	%
Expenses, excluding expense reductions		.94	%(c)		1.95	%		1.94	%		1.93	%		1.93	%		1.93	%
Net investment loss		(.50	)%(c)		(.72	)%		(.77	)%		(.53	)%		(.58	)%		(.76	)%
Supplemental Data:
Net assets, end of period (000)		$51,292			$46,980			$46,275			$46,307			$86,971			$91,715
Portfolio turnover rate		23.50	%(c)		42.28	%		68.63	%		77.87	%		61.44	%		71.14	%

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

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

^(c)  Not annualized.

See Notes to Financial Statements.

28

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class F Shares
	Six Months Ended 5/31/2011 (unaudited)			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		$28.90			$22.80			$18.30			$33.11			$33.61
Investment operations:
Net investment income (loss)(b)		(.02	)		.05			–	(c)		.08			.01
Net realized and unrealized gain (loss)		4.99			6.05			4.62			(9.95	)		(.51	)
Total from investment operations		4.97			6.10			4.62			(9.87	)		(.50	)
Distributions to shareholders from:
Net investment income		(.06	)		–			(.12	)		(.13	)		–
Net realized gain		–			–			–			(4.81	)		–
Total distributions		(.06	)		–			(.12	)		(4.94	)		–
Net asset value, end of period		$33.81			$28.90			$22.80			$18.30			$33.11
Total Return(d)		17.22	%(e)		26.75	%		25.39	%		(34.82	)%		(1.49	)%(e)
Ratios to Average Net Assets:
Expenses, including expense reductions		.50	%(e)		1.05	%		1.03	%		1.04	%		.18	%(e)
Expenses, excluding expense reductions		.50	%(e)		1.05	%		1.03	%		1.04	%		.18	%(e)
Net investment income (loss)		(.06	)%(e)		.19	%		(.02	)%		.32	%		.04	%(e)
Supplemental Data:
Net assets, end of period (000)		$37,611			$27,236			$22,387			$1,425			$10
Portfolio turnover rate		23.50	%(e)		42.28	%		68.63	%		77.87	%		61.44	%

^(a)  Commencement of 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.

29

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class I Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$30.67			$24.17			$19.38			$34.75			$36.00			$32.46
Investment operations:
Net investment income (loss)(a)		(.01	)		.08			.05			.13			.14			.08
Net realized and unrealized gain (loss)		5.31			6.42			4.87			(10.55	)		3.14			6.33
Total from investment operations		5.30			6.50			4.92			(10.42	)		3.28			6.41
Distributions to shareholders from:
Net investment income		(.09	)		–			(.13	)		(.14	)		–			–
Net realized gain		–			–			–			(4.81	)		(4.53	)		(2.87	)
Total distributions		(.09	)		–			(.13	)		(4.95	)		(4.53	)		(2.87	)
Net asset value, end of period		$35.88			$30.67			$24.17			$19.38			$34.75			$36.00
Total Return(b)		17.29	%(c)		26.89	%		25.55	%		(34.77	)%		10.42	%		21.53	%
Ratios to Average Net Assets:
Expenses, including expense reductions		.45	%(c)		.95	%		.94	%		.93	%		.93	%		.93	%
Expenses, excluding expense reductions		.45	%(c)		.95	%		.94	%		.93	%		.93	%		.93	%
Net investment income (loss)		(.02	)%(c)		.30	%		.21	%		.48	%		.43	%		.25	%
Supplemental Data:
Net assets, end of period (000)		$2,130,414			$1,692,837			$1,231,291			$942,604			$1,227,169			$1,045,397
Portfolio turnover rate		23.50	%(c)		42.28	%		68.63	%		77.87	%		61.44	%		71.14	%

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

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

^(c)  Not annualized.

See Notes to Financial Statements.

30

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class P Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30
				2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$28.62			$22.66			$18.15			$32.84			$34.40			$31.28
Investment operations:
Net investment income (loss)(a)		(.08	)		(.04	)		(.05	)		.01			(.01	)		(.06	)
Net realized and unrealized gain (loss)		4.96			6.00			4.57			(9.89	)		2.98			6.05
Total from investment operations		4.88			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 period		$33.50			$28.62			$22.66			$18.15			$32.84			$34.40
Total Return(b)		17.05	%(c)		26.30	%		24.94	%		(35.04	)%		9.95	%		20.95	%
Ratios to Average Net Assets:
Expenses, including expense reductions		.67	%(c)		1.40	%		1.39	%		1.38	%		1.38	%		1.38	%
Expenses, excluding expense reductions		.67	%(c)		1.40	%		1.39	%		1.38	%		1.38	%		1.38	%
Net investment income (loss)		(.23	)%(c)		(.16	)%		(.23	)%		.02	%		(.03	)%		(.20	)%
Supplemental Data:
Net assets, end of period (000)		$292,384			$295,973			$261,914			$227,658			$412,127			$447,775
Portfolio turnover rate		23.50	%(c)		42.28	%		68.63	%		77.87	%		61.44	%		71.14	%

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

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

^(c)  Not annualized.

See Notes to Financial Statements.

31

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class R2 Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30						3/24/2008(a)to 11/30/2008
				2010			2009
Per Share Operating Performance
Net asset value, beginning of period		$28.72			$22.77			$18.29			$25.99
Investment operations:
Net investment loss(b)		(.07	)		(.11	)		(.10	)		(.02	)
Net realized and unrealized gain (loss)		4.94			6.06			4.62			(7.68	)
Total from investment operations		4.87			5.95			4.52			(7.70	)
Distributions to shareholders from:
Net investment income		–			–			(.04	)		–
Net asset value, end of period		$33.59			$28.72			$22.77			$18.29
Total Return(c)		16.96	%(d)		26.13	%		24.77	%		(29.63	)%(d)
Ratios to Average Net Assets:
Expenses, including expense reductions		.73	%(d)		1.54	%		1.52	%		1.03	%(d)
Expenses, excluding expense reductions		.73	%(d)		1.54	%		1.52	%		1.04	%(d)
Net investment loss		(.21	)%(d)		(.41	)%		(.48	)%		(.07	)%(d)
Supplemental Data:
Net assets, end of period (000)		$8,179			$78			$86			$14
Portfolio turnover rate		23.50	%(d)		42.28	%		68.63	%		77.87	%

^(a)  Commencement of 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.

32

Financial Highlights (concluded)

SMALL CAP VALUE FUND

	Class R3 Shares
	Six Months Ended 5/31/2011 (unaudited)			Year Ended 11/30						3/24/2008(a) to 11/30/2008
				2010			2009
Per Share Operating Performance
Net asset value, beginning of period		$28.69			$22.73			$18.29			$25.99
Investment operations:
Net investment income (loss)(b)		(.08	)		(.04	)		(.06	)		.02
Net realized and unrealized gain (loss)		4.97			6.00			4.60			(7.72	)
Total from investment operations		4.89			5.96			4.54			(7.70	)
Distributions to shareholders from:
Net investment income		–			–			(.10	)		–
Net asset value, end of period		$33.58			$28.69			$22.73			$18.29
Total Return(c)		17.04	%(d)		26.22	%		24.94	%		(29.63	)%(d)
Ratios to Average Net Assets:
Expenses, including expense reductions		.69	%(d)		1.45	%		1.44	%		1.00	%(d)
Expenses, excluding expense reductions		.69	%(d)		1.45	%		1.44	%		1.00	%(d)
Net investment income (loss)		(.26	)%(d)		(.16	)%		(.30	)%		.07	%(d)
Supplemental Data:
Net assets, end of period (000)		$12,650			$5,190			$1,995			$1,090
Portfolio turnover rate		23.50	%(d)		42.28	%		68.63	%		77.87	%

^(a)  Commencement of 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.

33

Notes to Financial Statements (unaudited)

1.    ORGANIZATION

Lord Abbett Research Fund, Inc. (the “Company”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company and was incorporated under Maryland law on April 6, 1992. The Company 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 each Fund’s prospectus); Class B shares redeemed before the sixth anniversary of purchase; and Class C shares redeemed before the first anniversary of purchase. Class B shares will automatically convert to Class A shares on the 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. The Funds no longer issue Class B shares 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.

34

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

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

Each Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on 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 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 on investments and foreign currency related transactions in unaffiliated issuers 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 the securities.

(g) Repurchase Agreements–Each Fund may enter into repurchase agreements with respect to securities. A repurchase agreement is a transaction in which a Fund acquires a security and simultaneously commits to resell that security to the seller (a bank or securities dealer) at an agreed-upon price on an agreed-upon date. Each Fund requires at all times that the repurchase agreement be collateralized by cash, or by securities of the U.S. Government, its agencies, its instrumentalities, or U.S. Government sponsored enterprises having a value equal to, or in excess of, the value of the repurchase agreement (including accrued interest). If the

35

Notes to Financial Statements (unaudited)(continued)

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

(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 May 31, 2011 in valuing each Fund’s investments carried at fair 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	$	1,165,427	$	–	$	–	$	1,165,427	$	4,234,904	$	–	$	–	$	4,234,904
Repurchase Agreement		–		9,059		–		9,059		–		172,837		–		172,837
Total	$	1,165,427	$	9,059	$	–	$	1,174,486	$	4,234,904	$	172,837	$	–	$	4,407,741

* See Schedule of Investments for fair 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.

36

Notes to Financial Statements (unaudited)(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 six months ended May 31, 2011, the effective management fee, net of waivers, with respect to the Classic Stock Fund, was at an annualized rate of .40% of the Fund’s average daily net assets.

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

For the six months ended May 31, 2011, the effective management fee paid to Lord Abbett, with respect to the Small Cap Value Fund, was at an annualized rate of .72% 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, 2010 through March 31, 2012, Lord Abbett has contractually 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, do not exceed an annual rate of .63%. 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 May 31, 2011, 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 15.21%, 3.35%, 9.50% and 1.13%, respectively.

As of May 31, 2011, the percentage of Small Cap Value Fund’s outstanding shares owned by Lord Abbett Alpha Strategy Fund was 4.64%.

37

Notes to Financial Statements (unaudited)(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 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.

⁽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 six months ended May 31, 2011:

	Distributor Commissions		Dealers’ Concessions
Classic Stock Fund	$	129,198	$	690,466
Small Cap Value Fund		19,516		102,567

Distributor received the following amount of CDSCs for the six months ended May 31, 2011:

	Class A		Class C
Classic Stock Fund	$	1,239	$	7,642
Small Cap Value Fund		666		219

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.

38

Notes to Financial Statements (unaudited)(continued)

The tax character of distributions paid during the six months ended May 31, 2011 and the fiscal year ended November 30, 2010 was as follows:

	Classic Stock Fund				Small Cap Value Fund
	Six Months Ended 5/31/2011 (unaudited)		Year Ended 11/30/2010		Six Months Ended 5/31/2011 (unaudited)		Year Ended 11/30/2010
Distributions paid from:
Ordinary income	$	4,836,034	$	6,357,657	$	4,930,519	$	–
Total distributions paid	$	4,836,034	$	6,357,657	$	4,930,519	$	–

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 May 31, 2011, 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	$	881,884,905		$	3,262,601,770
Gross unrealized gain		311,618,169			1,180,730,913
Gross unrealized loss		(19,016,762	)		(35,591,361	)
Net unrealized security gain	$	292,601,407		$	1,145,139,552

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

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed by the President. The Modernization Act includes numerous provisions that generally become effective for taxable years beginning after the date of enactment. Management is currently assessing the impact of the Modernization Act as it relates to the Funds.

5.    PORTFOLIO SECURITIES TRANSACTIONS

Purchases and sales of investment securities (excluding short-term investments) for the six months ended May 31, 2011 were as follows:

	Purchases		Sales
Classic Stock Fund	$	144,083,180	$	138,170,913
Small Cap Value Fund		950,241,789		952,891,575

There were no purchases or sales of U.S. Government securities for the six months ended May 31, 2011.

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

39

Notes to Financial Statements (unaudited)(continued)

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. The amount available under the Facility is $200,000,000. Effective December 4, 2009, 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 .15% of the amount available under the Facility. This amount is included in Other expenses on the Funds’ Statements of Operations. In connection with the annual renewal period that commenced December 4, 2009, the Funds paid an upfront commitment fee of .05%, which was amortized through Other expenses on the Statements of Operations over the annual period of the Facility.

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 2, 2011. On February 3, 2011, the Facility was renewed for an annual period by the Funds and certain other funds managed by Lord Abbett. The amount available under the Facility remained the same. The annual fee to maintain the Facility was reduced from .15% to .125% and the upfront commitment fee of .05% was removed. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. As of May 31, 2011, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the six months ended May 31, 2011.

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 six months ended May 31, 2011:

Affiliated Issuer	Balance of Shares Held at 11/30/2010		Gross Additions		Gross Sales			Balance of Shares Held at 5/31/2011		Value at 5/31/2011		Net Realized Gain (Loss) 12/1/2010 to 5/31/2011(a)			Dividend Income 12/1/2010 to 5/31/2011(a)
Danvers Bancorp., Inc.(c)		1,355,600		50,000		(1,405,600	)		–	$	–	$	6,781,044		$	–
Koppers Holdings, Inc.		1,271,100		87,700		(24,500	)		1,334,300		53,545,459		571,693			298,936
Navigators Group, Inc.(b)(c)		782,600		56,500		–			839,100		–		–			–
NutriSystem, Inc.(c)		1,363,100		–		(1,363,100	)		–		–		(8,317,627	)		–

40

Notes to Financial Statements (unaudited)(continued)

Affiliated Issuer	Balance of Shares Held at 11/30/2010		Gross Additions		Gross Sales			Balance of Shares Held at 5/31/2011		Value at 5/31/2011		Net Realized Gain (Loss) 12/1/2010 to 5/31/2011(a)			Dividend Income 12/1/2010 to 5/31/2011(a)
Olin Corp.(c)		4,145,000		–		(1,570,800	)		2,574,200	$	–	$	(31,312	)	$	818,020
Pacific Sunwear of California, Inc.(c)		5,868,640		–		(5,868,640	)		–		–		(6,078,540	)		–
Rogers Corp.(c)		987,435		–		(200,700	)		786,735		–		(121,694	)		–
ScanSource, Inc.		1,467,725		–		–			1,467,725		52,001,497		–			–
Texas Capital Bancshares, Inc.(c)		1,895,554		–		(78,100	)		1,817,454		–		292,686			–
TriMas Corp.(b)		–		1,843,500		–			1,843,500		37,607,400		–			–
TrueBlue, Inc.		2,698,700		–		(154,600	)		2,544,100		37,245,624		583,329			–
Total										$	180,399,980	$	(6,320,421	)	$	1,116,956

^(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, 2010.

^(c) No longer an affiliated issuer as of May 31, 2011.

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 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.

41

Notes to Financial Statements (unaudited)(continued)

12.    SUMMARY OF CAPITAL TRANSACTIONS

Transactions in shares of capital stock were as follows:

Classic Stock Fund	Six Months Ended May 31, 2011 (unaudited)						Year Ended November 30, 2010
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		1,767,361		$	53,187,057			4,326,423		$	113,670,946
Converted from Class B*		64,021			1,926,754			185,804			4,897,041
Reinvestment of distributions		66,817			1,944,367			135,869			3,493,197
Shares reacquired		(2,591,247	)		(78,072,838	)		(7,139,993	)		(186,545,730	)
Decrease		(693,048	)	$	(21,014,660	)		(2,491,897	)	$	(64,484,546	)
Class B Shares
Shares sold		25,745		$	736,718			147,314		$	3,709,158
Reinvestment of distributions		–			–			625			15,396
Shares reacquired		(142,721	)		(4,084,388	)		(470,652	)		(11,835,690	)
Converted to Class A*		(67,161	)		(1,926,754	)		(194,621	)		(4,897,041	)
Decrease		(184,137	)	$	(5,274,424	)		(517,334	)	$	(13,008,177	)
Class C Shares
Shares sold		263,237		$	7,567,944			636,064		$	16,135,442
Reinvestment of distributions		–			–			3,291			81,175
Shares reacquired		(458,002	)		(13,138,241	)		(979,278	)		(24,571,413	)
Decrease		(194,765	)	$	(5,570,297	)		(339,923	)	$	(8,354,796	)
Class F Shares
Shares sold		368,445		$	11,030,677			1,740,015		$	44,496,575
Reinvestment of distributions		8,072			233,856			1,440			36,859
Shares reacquired		(921,610	)		(27,789,930	)		(506,436	)		(13,179,173	)
Increase (decrease)		(545,093	)	$	(16,525,397	)		1,235,019		$	31,354,261
Class I Shares
Shares sold		1,345,813		$	40,745,637			1,889,116		$	48,822,389
Reinvestment of distributions		81,762			2,380,907			94,813			2,438,608
Shares reacquired		(541,756	)		(16,551,361	)		(362,428	)		(9,710,018	)
Increase		885,819		$	26,575,183			1,621,501		$	41,550,979
Class P Shares
Shares sold		63,028		$	1,938,624			18,712		$	492,274
Reinvestment of distributions		257			7,511			733			18,938
Shares reacquired		(56,782	)		(1,754,533	)		(70,713	)		(1,914,581	)
Increase (decrease)		6,503		$	191,602			(51,268	)	$	(1,403,369	)

42

Notes to Financial Statements (unaudited)(continued)

Classic Stock Fund	Six Months Ended May 31, 2011 (unaudited)						Year Ended November 30, 2010
Class R2 Shares	Shares			Amount			Shares			Amount
Shares sold		56,215		$	1,697,518			42,843		$	1,198,512
Reinvestment of distributions		148			4,298			153			3,923
Shares reacquired		(12,362	)		(369,555	)		(7,848	)		(201,709	)
Increase		44,001		$	1,332,261			35,148		$	1,000,726
Class R3 Shares
Shares sold		242,300		$	7,202,220			335,020		$	8,774,378
Reinvestment of distributions		1,186			34,188			581			14,803
Shares reacquired		(106,009	)		(3,155,681	)		(73,963	)		(1,953,193	)
Increase		137,477		$	4,080,727			261,638		$	6,835,988

* 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	Six Months Ended May 31, 2011 (unaudited)						Year Ended November 30, 2010
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		6,831,707		$	223,559,295			12,109,351		$	322,555,356
Converted from Class B*		46,415			1,529,345			104,118			2,688,898
Reinvestment of distributions		2,331			72,491			–			–
Shares reacquired		(7,318,602	)		(240,082,444	)		(17,548,529	)		(467,745,400	)
Decrease		(438,149	)	$	(14,921,313	)		(5,335,060	)	$	(142,501,146	)
Class B Shares
Shares sold		13,710		$	390,188			49,215		$	1,149,350
Shares reacquired		(75,368	)		(2,103,134	)		(144,121	)		(3,358,597	)
Converted to Class A*		(53,628	)		(1,529,345	)		(119,616	)		(2,688,898	)
Decrease		(115,286	)	$	(3,242,291	)		(214,522	)	$	(4,898,145	)
Class C Shares
Shares sold		19,563		$	546,806			85,219		$	1,905,013
Shares reacquired		(140,609	)		(3,977,839	)		(528,689	)		(12,019,490	)
Decrease		(121,046	)	$	(3,431,033	)		(443,470	)	$	(10,114,477	)
Class F Shares
Shares sold		359,640		$	11,751,018			407,359		$	10,816,433
Reinvestment of distributions		756			23,437			–			–
Shares reacquired		(190,603	)		(6,147,814	)		(446,866	)		(11,713,284	)
Increase (decrease)		169,793		$	5,626,641			(39,507	)	$	(896,851	)
Class I Shares
Shares sold		7,616,133		$	262,858,670			11,276,782		$	321,676,217
Reinvestment of distributions		137,882			4,533,575			–			–
Shares reacquired		(3,578,933	)		(125,373,636	)		(7,017,920	)		(195,838,186	)
Increase		4,175,082		$	142,018,609			4,258,862		$	125,838,031

43

Notes to Financial Statements (unaudited)(concluded)

Small Cap Value Fund	Six Months Ended May 31, 2011 (unaudited)						Year Ended November 30, 2010
Class P Shares	Shares			Amount			Shares			Amount
Shares sold		1,116,056		$	36,059,043			2,508,370		$	66,035,169
Shares reacquired		(2,729,117	)		(87,927,467	)		(3,725,964	)		(96,873,424	)
Decrease		(1,613,061	)	$	(51,868,424	)		(1,217,594	)	$	(30,838,255	)
Class R2 Shares
Shares sold		243,177		$	8,085,487			1,885		$	49,990
Shares reacquired		(2,407	)		(80,706	)		(2,937	)		(79,605	)
Increase (decrease)		240,770		$	8,004,781			(1,052	)	$	(29,615	)
Class R3 Shares
Shares sold		232,292		$	7,767,492			123,151		$	3,227,475
Shares reacquired		(36,436	)		(1,195,504	)		(30,056	)		(783,198	)
Increase		195,856		$	6,571,988			93,095		$	2,444,277

* 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.

44

Approval of Advisory Contracts

At meetings held on December 15 and 16, 2010, the Board of the Company, including all of the Directors who are not interested persons of the Company or Lord, Abbett & Co. LLC (“Lord Abbett”), considered whether to approve the continuation of the existing management agreements between each of the Funds and Lord Abbett. In addition to the materials the Board had reviewed throughout the course of the year, the Board received materials relating to the management agreement before the meeting and had the opportunity to ask questions and request further information in connection with its consideration. The Board also took into account its familiarity with Lord Abbett gained through its previous meetings and discussions, and the examination of the portfolio management teams conducted by members of the Contract Committee during the year.

The materials received by the Board as to each Fund included, but were not limited to: (1) information provided by Lipper Inc. (“Lipper”) regarding the investment performance of the Fund compared to the investment performance of one or more groups of funds with substantially similar investment objectives, including a group of funds within the same investment classification/objective (each group a “performance universe”) and to the investment performance of an appropriate securities index; (2) information on the expense ratios, effective management fee rates, and other expense components for the Fund and one or more groups of funds with similar objectives and of similar size (the “peer group”); (3) information provided by Lord Abbett on the projected expense ratios, management fee rates, and other expense components for the Fund; (4) sales and redemption information for the Fund; (5) information regarding Lord Abbett’s financial condition; (6) an analysis of the relative profitability of the management agreement to Lord Abbett; (7) information provided by Lord Abbett regarding the investment management fees Lord Abbett receives from its other advisory clients maintaining accounts with a similar investment strategy as the Fund; (8) information regarding the distribution arrangements of the Fund; and (9) information regarding the personnel and other resources devoted by Lord Abbett to managing the Fund.

Investment Management Services Generally. The Board considered the investment management services provided by Lord Abbett to each Fund, including investment research, portfolio management, and trading, and Lord Abbett’s commitment to compliance with all relevant legal requirements. The Board also observed that Lord Abbett was solely engaged in the investment management business and accordingly did not experience the conflicts of interest resulting from being engaged in other lines of business. The Board noted that in recent years Lord Abbett had not used brokerage commissions to purchase third-party research, but had changed this practice in 2009, as it previously had discussed with the Board. The Board considered the investment advisory services provided by Lord Abbett to other clients, the fees charged for the services, and the differences in the nature of the services provided to each of the Funds and other Lord Abbett Funds, on the one hand, and the services provided to other clients, on the other.

Investment Performance. The Board reviewed each Fund’s investment performance in relation to that of one or more performance universes.

As to Small Cap Value Fund, the Board considered the investment performance of its Class A shares in relation to two different performance universes, the first consisting of small-cap core funds and the second consisting of small-cap value funds. The Board observed that the investment performance of the Class A shares of the Fund was in the third quintile of the first performance universe for the eight-month period, the second quintile for the one-year period, and the first quintile for the three-year, five-year, and ten-year periods. The Board observed that the investment

45

performance was in the third quintile of the second performance universe for the eight-month period, the second quintile for the one-year and three-year periods, and the first quintile for the five-year and ten-year periods. The Board also observed that the investment performance was lower than that of each of the Lipper Small-Cap Core Index and the Lipper Small-Cap Value Index for the eight-month period and higher than that of those Indexes for the one-year, three-year, five-year and ten-year periods.

As to Classic Stock Fund, the Board observed that the investment performance of its Class A shares was in the fifth quintile of its performance universe for the eight-month and one-year periods and the first quintile for the three-year, five-year, and ten-year periods. The Board also observed that the investment performance was lower than that of the Lipper Large-Cap Core Index for the eight-month and one-year periods and higher than that of the Index for the three-year, five-year, and ten-year periods.

Lord Abbett’s Personnel and Methods. The Board considered the qualifications of the personnel providing investment management services to each Fund, in light of its investment objective and discipline. Among other things, the Board considered the size, experience, and turnover of Lord Abbett’s investment management staff, Lord Abbett’s investment methodology and philosophy, and Lord Abbett’s approach to recruiting, training, and retaining investment management personnel. The Board noted that in 2009 Gerald S.E. Heffernan, Jr., had become lead portfolio manager for Small Cap Value Fund. The Board determined that Lord Abbett had the expertise and resources to manage each Fund effectively.

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

Expenses. The Board considered the expense levels of each Fund and the expense levels of one or more peer groups. The Board considered the fiscal periods on which the peer group comparison or comparisons were based, and noted that such periods ended before September 30, 2010. It also considered the projected expense levels of the Fund. It also considered the amount and nature of the fees paid by shareholders.

As to Small Cap Value Fund, the Board considered the management fees and the total expenses of the Fund in comparison to two peer groups, the first consisting of small-cap core funds and the second consisting of small-cap value funds. As to the first peer group, the Board observed that for the fiscal year ended November 30, 2009 the contractual management and administrative services fees were approximately three basis points above the median of the peer group and the actual management and administrative services fees were approximately one basis point above the median of the peer group. The Board observed that for the fiscal year ended November 30, 2009 the total expense ratio of Class A was approximately five basis points below the median of the peer group, the total expense ratios of Class B and Class C were approximately seven basis points below the median of the peer group, the total expense ratio of Class F was approximately eleven basis points below the median of the peer group, the total expense ratio of Class I was approximately one basis point below the median of the peer group, the total expense ratio of Class P was approximately ten basis points below the median of the peer group, the total expense ratio of Class R2 was approximately three basis points above the median of the peer group, and the total expense ratio of Class R3 was approximately five basis points below the median of the peer group. As to the second peer group, the Board observed that for the fiscal year ended November 30, 2009 the

46

contractual management and administrative services fees were approximately two basis points above the median of the peer group and the actual management and administrative services fees were approximately one basis point above the median of the peer group. The Board observed that the total expense ratios of Class A and Class R3 were approximately eight basis points below the median of the peer group, the total expense ratios of Class B and Class C were approximately fourteen basis points below the median of the peer group, the total expense ratio of Class F was approximately four basis points below the median of the peer group, the total expense ratio of Class I was approximately five basis points below the median of the peer group, the total expense ratio of Class P was approximately thirteen basis points below the median of the peer group, and the total expense ratio of Class R2 was approximately the same as the median of the peer group. The Board considered the projected expense ratio of each class and how those ratios would relate to those of the peer groups.

As to Classic Stock Fund, the Board observed that for the fiscal year ended November 30, 2009 the contractual management and administrative services fees were approximately one basis point above the median of the peer group and the actual management and administrative service fees were approximately fifteen basis points below the median of the peer group. The Board observed that for the fiscal year ended November 30, 2009 the total expense ratio of Class A was approximately five basis points below the median of the peer group, the total expense ratio of Class B was approximately eight basis points below the median of the peer group, the total expense ratio of Class C was approximately seven basis points below the median of the peer group, the total expense ratio of Class F was approximately four basis points below the median of the peer group, the total expense ratio of Class I was approximately two basis points below median of the peer group, the total expense ratio of Class P was approximately two basis points above the median of the peer group, and the total expense ratios of Class R2 and Class R3 were approximately three basis points below the median of the peer group. The Board noted that effective April 1, 2010 it and Lord Abbett had entered into an expense reimbursement agreement that had the effect of limiting the total expense ratio of Class A to not more than 0.98%, the total expense ratios of Class B and Class C to not more than 1.63%, the total expense ratio of Class F to not more than 0.73%, the total expense ratio of Class I to not more than 0.63%, the total expense ratio of Class P to not more than 1.08%, the total expense ratio of Class R2 to not more than 1.23%, and the total expense ratio of Class R3 to not more than 1.13% and that Lord Abbett proposed to renew the agreement through March 31, 2012. The Board considered how those expense ratios would relate to those of the peer group.

Profitability. As to each Fund, the Board considered the level of Lord Abbett’s profits in managing the Fund, including a review of Lord Abbett’s methodology for allocating its costs to its management of the Fund. The Board concluded that the allocation methodology had a reasonable basis and was appropriate. It considered any profits realized by Lord Abbett in connection with the operation of the Fund and whether the amount of profit was fair for the management of the Fund. The Board also considered the profits realized from other businesses of Lord Abbett, which may benefit from or be related to the Fund’s business. The Board considered Lord Abbett’s profit margins in comparison with available industry data, both accounting for and ignoring marketing and distribution expenses, and how those profit margins could affect Lord Abbett’s ability to recruit and retain investment personnel. The Board recognized that Lord Abbett’s profitability was a factor in enabling it to attract and retain qualified investment management personnel to provide services to the Fund. The Board noted that Lord Abbett’s overall profitability had increased in its 2010 fiscal year. The Board concluded that Lord Abbett’s profitability overall and as to each Fund was not excessive.

47

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

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

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

48

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.

49

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-3-0511

(07/11)

Item 2: Code of Ethics.

Not applicable.

Item 3: Audit Committee Financial Expert.

Not applicable.

Item 4: Principal Accountant Fees and Services.

Not applicable.

Item 5: Audit Committee of Listed Registrants.

Not applicable.

Item 6: Investments.

Not applicable.

Item 7: Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8: Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9: Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10: Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11: Controls and Procedures.

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

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

Item 12: Exhibits.

(a)(1) 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: July 26, 2011

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

Date: July 26, 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: July 26, 2011

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

Date: July 26, 2011