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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-06650

LORD ABBETT RESEARCH FUND, INC.

(Exact name of Registrant as specified in charter)

90 Hudson Street, Jersey City, NJ 07302

(Address of principal executive offices) (Zip code)

Thomas R. Phillips, Esq., Vice President & Assistant Secretary

90 Hudson Street, Jersey City, NJ 07302

(Name and address of agent for service)

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

Date of fiscal year end: 11/30

Date of reporting period: 11/30/11

Item 1: Report(s) to Shareholders.

2011

LORD ABBETT

ANNUAL

REPORT    

Lord Abbett Capital Structure Fund

For the fiscal year ended November 30, 2011

Lord Abbett Research Fund

Lord Abbett Capital Structure Fund

Annual Report

For the fiscal year ended November 30, 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 overview of the performance of the Lord Abbett Capital Structure Fund for the fiscal year ended November 30, 2011. On this page and the following pages, we discuss the major factors that influenced fiscal year performance. For detailed and more timely information about the Fund, please visit our Website at www.lordabbett.com, where you also can access the quarterly commentaries that provide updates on the Fund’s performance and other portfolio related updates.

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

Best regards,

Robert S. Dow

Chairman

For the fiscal year ended November 30, 2011, the Fund returned 4.03%, reflecting performance at the net asset value (NAV) of Class A shares, with all distributions reinvested, compared to its benchmark, the S&P 500^® Index,¹ which returned 7.83% over the same period.

For the 12-month period, the Fund’s Class A Shares ranked in the 34^th percentile within the Lipper Mixed-Asset Target Allocation Growth Funds category.

During the 12-month period, markets were faced with the headwinds of the sovereign debt crisis in Europe and slower global economic growth. In addition, domestic equity markets (as represented by the S&P 500 Index) outperformed both the fixed-income markets (as represented by the Barclays Capital U.S. Aggregate Bond Index²) and foreign equity markets (as represented by the MSCI EAFE Index³ with Gross Dividends). Within the fixed-income markets, there was a general flight to

1

quality and an aversion to credit risk. As a result, Treasuries and municipal bonds were two of the best performing sectors of the bond market during the period. Despite strong credit fundamentals, the investment-grade and high-yield corporate bond markets underperformed Treasuries. At period-end, the portfolio’s asset allocation was approximately 61% equities, 19% high yield, 5% investment grade, 12% convertibles, 1% bank loans, and 2% cash.

Within the equity portion of the Fund, stock selection, mainly within the consumer discretionary, health care, and consumer staples sectors, detracted from performance. The Fund’s underweight in the consumer staples sector versus the index detracted from performance, as this sector was one of the stronger performers in the S&P 500^® Index. Within the investment-grade bonds, the Fund maintained little to no allocation to U.S. Treasuries, as we continue to see better relative value in corporates. During the period, U.S. Treasuries outperformed investment-grade corporates during the flight to quality and aversion to credit risk, which hurt performance.

Although the convertibles market faced a difficult period, the convertibles allocation within the Fund contributed to performance overall. Security selection, particularly within the technology and software sectors, helped performance. Convertible securities are a unique asset class that provides an income stream through yield while also having the potential to participate in equity market upside.

Within the fixed-income portion, the Fund is more oriented to high-yield bonds rather than investment grade. Security selection within high-yield corporates contributed to performance. The breadth of advances was wide as the market continued to see improving fundamentals.

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

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

²  The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index composed of securities from the Barclays Capital Government/Corporate Bond Index, Mortgage-Backed Securities Index and the Asset-Backed Securities Index. Total return comprises price appreciation/depreciation and income as a percentage of the original investment. Indexes are rebalanced monthly by market capitalization.

³  The MSCI EAFE Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the United States and Canada. As of May 30, 2011, the MSCI EAFE Index consisted of the following 22 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.

2

The MSCI EAFE Index is calculated with both gross and net dividends. The MSCI EAFE Index with Gross Dividends approximates the maximum possible dividend reinvestment. The amount reinvested is the entire dividend distributed to individuals resident in the country of the company, but does not include tax credits. The MSCI EAFE Index with Net Dividends approximates the minimum possible dividend reinvestment. The dividend is reinvested after deduction of withholding tax, applying the rate to non-resident individuals who do not benefit from double taxation treaties. MSCI uses withholding tax rates applicable to Luxembourg holding companies, as Luxembourg applies the highest rates.

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

Important Performance and Other Information

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

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

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

The annual commentary above discusses the views of the Fund’s management and various portfolio holdings of the Fund as of November 30, 2011. These views and portfolio holdings may have changed after this date. Information provided in the commentary is not a recommendation to buy or sell securities. Because the Fund’s portfolio is actively managed and may change significantly, the Fund may no longer own the securities described above or may have otherwise changed its positions in the securities. For more recent information about the Fund’s portfolio holdings, please visit www.lordabbett.com.

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

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

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Investment Comparison

Below is a comparison of a $10,000 investment in Class A shares with the same investment in the S&P 500^® Index and the 60% S&P 500^® Index/40% Barclays Capital U.S. Aggregate Bond Index, assuming reinvestment of all dividends and distributions. The performance of other classes will be greater than or less than the performance shown in the graph below due to different sales loads and expenses applicable to such classes. The graph and performance table below do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. During certain periods, expenses of the Fund have been waived or reimbursed by Lord Abbett; without such waiver or reimbursement of expenses, the Fund’s returns would have been lower. Past performance is no guarantee of future results.

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended November 30, 2011

	1 Year		5 Years		Life of Class
Class A3		-1.98%		0.02%		4.46%
Class B4		-0.64%		0.39%		4.54%
Class C5		3.39%		0.56%		4.43%
Class F6		4.39%		–		-0.13%
Class I7		4.37%		1.58%		5.46%
Class P8		4.00%		1.13%		5.01%
Class R29		3.90%		–		-0.46%
Class R310		3.91%		–		-0.53%

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

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

³    Class A shares commenced operations and performance for the Class began on December 27, 2001. Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended November 30, 2011, is calculated using the SEC-required uniform method to compute such return.

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

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

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

⁷    Class I shares commenced operations and performance for the Class began on December 27, 2001. Performance is at net asset value.

⁸    Class P shares commenced operations and performance for the Class began on December 27, 2001. Performance is at net asset value.

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

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

4

Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2011 through November 30, 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 6/1/11 – 11/30/11” 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.

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

	Beginning Account Value		Ending Account Value		Expenses Paid During Period†
	6/1/11		11/30/11		6/1/11 - 11/30/11
Class A
Actual	$	1,000.00	$	927.80	$	6.28
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.50	$	6.58
Class B
Actual	$	1,000.00	$	923.90	$	9.40
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.22	$	9.85
Class C
Actual	$	1,000.00	$	924.20	$	9.41
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.27	$	9.85
Class F
Actual	$	1,000.00	$	929.00	$	5.08
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.75	$	5.32
Class I
Actual	$	1,000.00	$	929.10	$	4.59
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.21	$	4.81
Class P
Actual	$	1,000.00	$	927.50	$	6.76
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.99	$	7.08
Class R2
Actual	$	1,000.00	$	927.00	$	7.49
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.34	$	7.84
Class R3
Actual	$	1,000.00	$	926.30	$	7.00
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.78	$	7.33

^†  For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.30% for Class A, 1.95% for Classes B and C, 1.05% for Class F, 0.95% for Class I, 1.40% for Class P, 1.55% for Class R2 and 1.45% for Class R3) multiplied by the average account value over the period, multiplied by 183/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

November 30, 2011

Sector*	%**			Sector*	%**
Consumer Discretionary		11.35%		Information Technology		14.58%
Consumer Staples		6.79%	��	Materials		7.76%
Energy		16.04%		Telecommunication Services		5.52%
Financials		12.37%		Utilities		2.54%
Health Care		12.01%		Short-Term Investment		0.39%
Industrials		10.65%		Total		100.00%

* A sector may comprise several industries.

** Represents percent of total investments.

6

Schedule of Investments

November 30, 2011

Investments	Shares (000)		Fair Value
LONG-TERM INVESTMENTS 99.59%
COMMON STOCKS 57.70%
Aerospace & Defense 1.38%
DigitalGlobe, Inc.*		35	$	521,500
GeoEye, Inc.*		38		712,125
Hexcel Corp.*		330		8,223,600
Moog, Inc. Class A*		65		2,718,300
United Technologies Corp.		40		3,086,980
Total				15,262,505
Airlines 0.26%
United Continental Holdings, Inc.*		158		2,830,275
Auto Components 0.47%
Cooper-Standard Holdings, Inc.*		135		5,197,500
Automobiles 0.26%
Honda Motor Co., Ltd. ADR		91		2,883,315
Beverages 0.72%
PepsiCo, Inc.		125		8,000,000
Biotechnology 0.82%
Celgene Corp.*		120		7,569,600
Human Genome Sciences, Inc.*		200		1,534,000
Total				9,103,600
Capital Markets 0.70%
Franklin Resources, Inc.		32		3,226,240
State Street Corp.		40		1,586,000
T. Rowe Price Group, Inc.		53		3,008,280
Total				7,820,520
Chemicals 2.76%
Celanese Corp. Series A		85		3,951,650
CF Industries Holdings, Inc.		15		2,097,000
Dow Chemical Co. (The)		135		3,740,850
LyondellBasell Industries NV Class A (Netherlands)(a)		175		5,717,250
Monsanto Co.		80		5,876,000

See Notes to Financial Statements.

7

Schedule of Investments (continued)

November 30, 2011

Investments	Shares (000)		Fair Value
Chemicals (continued)
Mosaic Co. (The)		40	$	2,110,400
Rockwood Holdings, Inc.*		160		7,129,600
Total				30,622,750
Commercial Banks 2.38%
Huntington Bancshares, Inc.		350		1,837,500
PNC Financial Services Group, Inc. (The)		55		2,981,550
Regions Financial Corp.		400		1,644,000
U.S. Bancorp		300		7,776,000
Wells Fargo & Co.		400		10,344,000
Zions Bancorporation		115		1,850,350
Total				26,433,400
Communications Equipment 1.11%
Aruba Networks, Inc.*		220		4,642,000
QUALCOMM, Inc.		140		7,672,000
Total				12,314,000
Computers & Peripherals 1.97%
Apple, Inc.*		38		14,523,600
Fortinet, Inc.*		150		3,598,500
International Business Machines Corp.		20		3,760,000
Total				21,882,100
Consumer Finance 0.40%
Capital One Financial Corp.		100		4,466,000
Distributors 0.16%
Genuine Parts Co.		30		1,755,000
Diversified Financial Services 1.44%
Bank of America Corp.		800		4,352,000
Fannie Mae*		182		36,364
JPMorgan Chase & Co.		375		11,613,750
Total				16,002,114
Diversified Telecommunication Services 2.55%
AT&T, Inc.		335		9,708,300
CenturyLink, Inc.		200		7,504,000
Verizon Communications, Inc.		200		7,546,000

See Notes to Financial Statements.

8

Schedule of Investments (continued)

November 30, 2011

Investments	Shares (000)		Fair Value
Diversified Telecommunication Services (continued)
Windstream Corp.		300	$	3,528,000
Total				28,286,300
Electric: Utilities 0.91%
UniSource Energy Corp.		275		10,142,000
Electrical Equipment 1.56%
A123 Systems, Inc.*		220		545,600
AMETEK, Inc.		53		2,270,520
Cooper Industries plc		27		1,499,310
Emerson Electric Co.		155		8,098,750
Rockwell Automation, Inc.		65		4,876,950
Total				17,291,130
Energy Equipment & Services 0.89%
Cameron International Corp.*		85		4,589,150
Schlumberger Ltd.		70		5,273,100
Total				9,862,250
Food & Staples Retailing 1.88%
CVS Caremark Corp.		115		4,466,600
Ingles Markets, Inc. Class A		415		6,399,300
Wal-Mart Stores, Inc.		170		10,013,000
Total				20,878,900
Food Products 1.53%
Archer-Daniels-Midland Co.		150		4,518,000
H.J. Heinz Co.		75		3,948,750
Kellogg Co.		85		4,178,600
Kraft Foods, Inc. Class A		120		4,338,000
Total				16,983,350
Hotels, Restaurants & Leisure 1.68%
Marriott International, Inc. Class A		120		3,674,400
Marriott Vacations Worldwide Corp.*		13		207,740
McDonald’s Corp.		110		10,507,200
Starwood Hotels & Resorts Worldwide, Inc.		90		4,291,200
Total				18,680,540

See Notes to Financial Statements.

9

Schedule of Investments (continued)

November 30, 2011

Investments	Shares (000)		Fair Value
Household Products 0.87%
Procter & Gamble Co. (The)		150	$	9,685,500
Industrial Conglomerates 0.60%
3M Co.		25		2,026,000
General Electric Co.		290		4,613,900
Total				6,639,900
Information Technology Services 0.54%
SAIC, Inc.*		500		6,025,000
Insurance 0.54%
MetLife, Inc.		190		5,981,200
Machinery 3.08%
Actuant Corp. Class A		300		6,876,000
Caterpillar, Inc.		27		2,642,760
Danaher Corp.		180		8,708,400
Dover Corp.		35		1,923,950
Pall Corp.		100		5,449,000
Parker Hannifin Corp.		35		2,897,300
Snap-on, Inc.		110		5,643,000
Total				34,140,410
Media 1.91%
Belo Corp. Class A		340		1,989,000
Charter Communications, Inc. Class A*		30		1,586,100
Comcast Corp. Class A		90		2,040,300
Interpublic Group of Cos., Inc. (The)		375		3,517,500
Omnicom Group, Inc.		65		2,806,050
Time Warner, Inc.		100		3,482,000
Walt Disney Co. (The)		160		5,736,000
Total				21,156,950
Metals & Mining 0.46%
Barrick Gold Corp. (Canada)(a)		75		3,966,000
Titanium Metals Corp.		75		1,168,500
Total				5,134,500

See Notes to Financial Statements.

10

Schedule of Investments (continued)

November 30, 2011

Investments	Shares (000)		Fair Value
Multi-Line Retail 1.17%
Kohl’s Corp.		95	$	5,111,000
Target Corp.		150		7,905,000
Total				13,016,000
Oil, Gas & Consumable Fuels 9.73%
Chevron Corp.		275		28,275,500
ConocoPhillips		300		21,396,000
Continental Resources, Inc.*		145		10,235,550
EOG Resources, Inc.		85		8,817,900
Exxon Mobil Corp.		250		20,110,000
Hess Corp.		100		6,022,000
Marathon Oil Corp.		125		3,495,000
Petroleo Brasileiro SA ADR		196		4,911,213
Whiting Petroleum Corp.*		100		4,651,000
Total				107,914,163
Pharmaceuticals 5.70%
Bristol-Myers Squibb Co.		235		7,689,200
Johnson & Johnson		175		11,326,000
Merck & Co., Inc.		120		4,290,000
Mylan, Inc.*		893		17,447,789
Pfizer, Inc.		650		13,045,500
Salix Pharmaceuticals Ltd.*		70		3,089,800
Teva Pharmaceutical Industries Ltd. ADR		161		6,377,923
Total				63,266,212
Real Estate Investment Trusts 0.58%
Equity Residential		32		1,777,118
Plum Creek Timber Co., Inc.		125		4,605,000
Total				6,382,118
Road & Rail 0.56%
Union Pacific Corp.		60		6,204,600
Semiconductors & Semiconductor Equipment 0.93%
Broadcom Corp. Class A*		90		2,731,050
Intel Corp.		235		5,853,850

See Notes to Financial Statements.

11

Schedule of Investments (continued)

November 30, 2011

Investments						Shares (000)		Fair Value
Semiconductors & Semiconductor Equipment (continued)
PMC-Sierra, Inc.*							300	$	1,677,000
Total									10,261,900
Software 4.85%
Adobe Systems, Inc.*							165		4,524,300
Check Point Software Technologies Ltd. (Israel)*(a)							30		1,660,200
Citrix Systems, Inc.*							40		2,855,600
Informatica Corp.*							80		3,596,400
Microsoft Corp.							585		14,964,300
Nuance Communications, Inc.*							220		5,407,600
Oracle Corp.							250		7,837,500
Sourcefire, Inc.*							140		4,636,800
Synchronoss Technologies, Inc.*							135		4,035,150
Websense, Inc.*							235		4,255,850
Total									53,773,700
Specialty Retail 0.35%
Home Depot, Inc. (The)							100		3,922,000
Total Common Stocks (cost $563,013,381)									640,201,702
	Exercise Price			Expiration Date
CONTINGENT VALUE RIGHT 0.01%
Pharmaceuticals
Sanofi* (cost $94,160)		–	(b)		12/31/2020		40		52,000
	Interest Rate			Maturity Date		Principal Amount (000)
CONVERTIBLE BONDS 6.83%
Automobiles 0.35%
Ford Motor Co.		4.25%			11/15/2016		$2,750		3,870,625
Biotechnology 1.57%
BioMarin Pharmaceutical, Inc.		1.875%			4/23/2017		3,100		5,529,625
Gilead Sciences, Inc.		0.625%			5/1/2013		8,500		9,785,625
Vertex Pharmaceuticals, Inc.		3.35%			10/1/2015		2,150		2,117,750
Total									17,433,000

See Notes to Financial Statements.

12

Schedule of Investments (continued)

November 30, 2011

Investments	Interest Rate		Maturity Date		Principal Amount (000)		Fair Value
Computers & Peripherals 0.95%
EMC Corp.		1.75%		12/1/2013	$	2,600	$	3,958,500
NetApp, Inc.		1.75%		6/1/2013		3,000		3,840,000
SanDisk Corp.		1.50%		8/15/2017		2,300		2,685,250
Total								10,483,750
Electrical Equipment 0.59%
Roper Industries, Inc.		Zero Coupon		1/15/2034		6,150		6,572,812
Energy Equipment & Services 0.15%
SunPower Corp.		4.75%		4/15/2014		2,275		1,700,563
Health Care Providers & Services 0.58%
Five Star Quality Care, Inc.		3.75%		10/15/2026		7,025		6,463,000
Information Technology Services 0.21%
CACI International, Inc.		2.125%		5/1/2014		2,000		2,370,000
Metals & Mining 0.91%
Newmont Mining Corp.		1.25%		7/15/2014		5,000		7,806,250
Newmont Mining Corp.		3.00%		2/15/2012		1,500		2,250,000
Total								10,056,250
Semiconductors & Semiconductor Equipment 0.84%
Intel Corp.		2.95%		12/15/2035		4,500		4,837,500
Xilinx, Inc.		2.625%		6/15/2017		3,500		4,506,250
Total								9,343,750
Software 0.39%
Symantec Corp.		1.00%		6/15/2013		3,750		4,293,750
Wireless Telecommunication Services 0.29%
SBA Communications Corp.		4.00%		10/1/2014		2,175		3,194,531
Total Convertible Bonds (cost $73,386,629)								75,782,031
					Shares (000)
CONVERTIBLE PREFERRED STOCKS 5.39%
Auto Components 0.06%
Cooper-Standard Holdings, Inc. PIK		7.00%				4		651,840

See Notes to Financial Statements.

13

Schedule of Investments (continued)

November 30, 2011

Investments	Interest Rate				Shares (000)		Fair Value
Automobiles 0.23%
General Motors Co.		4.75%				74	$	2,509,290
Capital Markets 0.78%
AMG Capital Trust I		5.10%				200		8,625,000
Commercial Banks 0.91%
Fifth Third Bancorp		8.50%				40		5,638,800
Wells Fargo & Co.		7.50%				4		4,479,500
Total								10,118,300
Communications Equipment 0.08%
Lucent Technologies Capital Trust I		7.75%				1		894,600
Diversified Financial Services 0.53%
Citigroup, Inc.		7.50%				70		5,897,500
Electric: Utilities 0.68%
NextEra Energy, Inc.		8.375%				150		7,575,000
Food Products 0.65%
Bunge Ltd.		4.875%				75		7,265,625
Insurance 0.57%
Hartford Financial Services Group, Inc. (The)		7.25%				135		2,639,250
MetLife, Inc.		5.00%				61		3,708,190
Total								6,347,440
Oil, Gas & Consumable Fuels 0.90%
Apache Corp.		6.00%				175		9,954,000
Total Convertible Preferred Stocks (cost $61,818,280)								59,838,595
			Maturity Date		Principal Amount (000)
FLOATING RATE LOANS(c) 0.54%
Diversified Financial Services 0.32%
Nuveen Investments, Inc. 2nd Lien Term Loan		12.50%		7/31/2015	$	3,350		3,482,744
Software 0.22%
Nuance Communications, Inc. Term Loan C		3.25%		3/31/2016		2,468		2,458,786
Total Floating Rate Loans (cost $5,549,809)								5,941,530

See Notes to Financial Statements.

14

Schedule of Investments (continued)

November 30, 2011

Investments	Shares (000)		Fair Value
FOREIGN COMMON STOCKS(d) 4.23%
France 0.46%
Automobiles 0.21%
Renault SA		63	$	2,371,202
Electrical Equipment 0.25%
Alstom SA		79		2,747,810
Total France				5,119,012
Germany 1.01%
Air Freight & Logistics 0.29%
Deutsche Post AG Registered Shares		213		3,226,576
Household Products 0.31%
Henkel KGaA		70		3,429,157
Software 0.41%
SAP AG		76		4,532,204
Total Germany				11,187,937
Norway 0.40%
Commercial Banks
DnB NOR ASA		432		4,417,814
Switzerland 1.36%
Chemicals 0.40%
Syngenta AG Registered Shares*		15		4,472,950
Food Products 0.34%
Nestle SA Registered Shares		68		3,816,851
Pharmaceuticals 0.62%
Roche Holding Ltd. AG		43		6,813,783
Total Switzerland				15,103,584
United Kingdom 1.00%
Metals & Mining 0.37%
Anglo American plc		64		2,456,230
Vedanta Resources plc		101		1,694,352
Total				4,150,582

See Notes to Financial Statements.

15

Schedule of Investments (continued)

November 30, 2011

Investments					Shares (000)		Fair Value
United Kingdom (continued)
Wireless Telecommunication Services 0.63%
Vodafone Group plc						2,582	$	6,989,519
Total United Kingdom								11,140,101
Total Foreign Common Stocks (cost $48,417,882)								46,968,448
	Interest Rate		Maturity Date		Principal Amount (000)
HIGH YIELD CORPORATE BONDS 24.84%
Airlines 0.29%
United Airlines, Inc.†		9.875%		8/1/2013	$	3,150		3,236,625
Auto Components 0.04%
Tomkins LLC/Tomkins, Inc.		9.00%		10/1/2018		405		439,425
Automobiles 0.43%
Chrysler Group LLC/CG Co-Issuer, Inc.†		8.25%		6/15/2021		2,500		2,112,500
TRW Automotive, Inc.†		8.875%		12/1/2017		2,500		2,687,500
Total								4,800,000
Capital Markets 0.87%
Nuveen Investments, Inc.		10.50%		11/15/2015		7,000		6,720,000
Raymond James Financial, Inc.		8.60%		8/15/2019		2,500		2,956,272
Total								9,676,272
Chemicals 0.49%
Chemtura Corp.		7.875%		9/1/2018		2,000		2,055,000
INEOS Group Holdings Ltd. (United Kingdom)†(a)		8.50%		2/15/2016		4,250		3,336,250
Total								5,391,250
Commercial Banks 0.48%
SVB Financial Group		5.375%		9/15/2020		1,625		1,645,272
Zions Bancorporation		7.75%		9/23/2014		3,500		3,716,744
Total								5,362,016
Commercial Services & Supplies 0.78%
First Data Corp.†		8.25%		1/15/2021		2,500		2,175,000
First Data Corp.		9.875%		9/24/2015		302		275,575
First Data Corp.†		12.625%		1/15/2021		1,349		1,119,670
International Lease Finance Corp.		6.25%		5/15/2019		925		823,777
International Lease Finance Corp.		8.25%		12/15/2020		650		648,375

See Notes to Financial Statements.

16

Schedule of Investments (continued)

November 30, 2011

Investments	Interest Rate			Maturity Date			Principal Amount (000)		Fair Value
Commercial Services & Supplies (continued)
International Lease Finance Corp.		8.75%			3/15/2017		$	2,200	$	2,222,000
Iron Mountain, Inc.		7.75%			10/1/2019			1,375		1,426,563
Total										8,690,960
Communications Equipment 1.13%
Avaya, Inc.†		7.00%			4/1/2019			3,000		2,700,000
Brocade Communications Systems, Inc.		6.625%			1/15/2018			3,500		3,657,500
Brocade Communications Systems, Inc.		6.875%			1/15/2020			1,950		2,076,750
CommScope, Inc.†		8.25%			1/15/2019			4,250		4,122,500
Total										12,556,750
Construction Materials 0.11%
New Enterprise Stone & Lime Co.		11.00%			9/1/2018			1,500		1,196,250
Containers & Packaging 1.29%
AEP Industries, Inc.		8.25%			4/15/2019			3,000		2,970,000
Ardagh Packaging Finance plc (Ireland)†(a)		7.375%			10/15/2017			1,200		1,224,000
Ardagh Packaging Finance plc (Ireland)†(a)		9.125%			10/15/2020			1,350		1,343,250
Crown Cork & Seal Co., Inc.		7.375%			12/15/2026			6,000		6,150,000
Sealed Air Corp.		7.875%			6/15/2017			1,500		1,569,370
Sealed Air Corp.†		8.375%			9/15/2021			1,000		1,072,500
Total										14,329,120
Diversified Financial Services 1.26%
Capital One Capital VI		8.875%			5/15/2040			3,445		3,481,352
New York City Industrial Development Agency†		11.00%			3/1/2029			2,800		3,553,928
RBS Global, Inc./Rexnord LLC		8.50%			5/1/2018			2,000		2,060,000
RBS Global, Inc./Rexnord LLC		11.75%			8/1/2016			3,850		4,023,250
Wachovia Capital Trust III		5.57%	#		–	(e)		1,000		848,750
Total										13,967,280
Diversified Telecommunication Services 1.16%
Clearwire Communications LLC/Clearwire Finance, Inc.†		12.00%			12/1/2015			1,075		913,750
Intelsat Luxembourg SA (Luxembourg)(a)		11.25%			2/4/2017			4,150		3,828,375
SBA Telecommunications, Inc.		8.25%			8/15/2019			2,500		2,703,125
UPCB Finance V Ltd.†		7.25%			11/15/2021			1,600		1,568,000
Windstream Corp.		7.00%			3/15/2019			4,000		3,900,000
Total										12,913,250

See Notes to Financial Statements.

17

Schedule of Investments (continued)

November 30, 2011

Investments	Interest Rate		Maturity Date		Principal Amount (000)		Fair Value
Electric: Utilities 0.09%
Texas Competitive Electric Holdings Co. LLC/TCEH Finance, Inc.†		11.50%		10/1/2020	$	1,250	$	1,043,750
Energy Equipment & Services 0.15%
Dresser-Rand Group, Inc.†		6.50%		5/1/2021		975		962,813
Transocean, Inc.		6.375%		12/15/2021		700		699,622
Total								1,662,435
Food Products 0.16%
Blue Merger Sub, Inc.†		7.625%		2/15/2019		2,000		1,800,000
Gas Utilities 0.16%
National Fuel Gas Co.		4.90%		12/1/2021		1,800		1,800,693
Health Care Equipment & Supplies 0.78%
Bausch & Lomb, Inc.		9.875%		11/1/2015		2,500		2,618,750
Bio-Rad Laboratories, Inc.		8.00%		9/15/2016		3,000		3,300,000
Biomet, Inc.		10.00%		10/15/2017		2,500		2,706,250
Total								8,625,000
Health Care Providers & Services 1.74%
Community Health Systems, Inc.†		8.00%		11/15/2019		1,200		1,167,000
Community Health Systems, Inc.		8.875%		7/15/2015		1,806		1,860,180
HCA, Inc.		7.50%		2/15/2022		3,225		3,184,687
STHI Holding Corp.†		8.00%		3/15/2018		2,500		2,543,750
Tenet Healthcare Corp.		9.25%		2/1/2015		3,500		3,635,625
United Surgical Partners International, Inc. PIK		9.25%		5/1/2017		4,000		4,000,000
Vanguard Health Holding Co. II LLC/Vanguard Holding Co. II, Inc.		8.00%		2/1/2018		3,075		2,936,625
Total								19,327,867
Hotels, Restaurants & Leisure 1.00%
Caesar’s Entertainment Operating Co., Inc.		5.625%		6/1/2015		2,000		1,170,000
Hyatt Hotels Corp.†		5.75%		8/15/2015		3,000		3,207,261
Marina District Finance Co., Inc.		9.875%		8/15/2018		3,000		2,692,500
River Rock Entertainment Authority (The)(f)(g)		9.75%		11/1/2011		1,700		1,283,500
Station Casinos, Inc.(f)		6.50%		2/1/2014		4,000		400
Wendy’s Co. (The)		10.00%		7/15/2016		1,500		1,650,000
Wyndham Worldwide Corp.		5.75%		2/1/2018		1,000		1,055,765
Total								11,059,426

See Notes to Financial Statements.

18

Schedule of Investments (continued)

November 30, 2011

Investments	Interest Rate		Maturity Date		Principal Amount (000)		Fair Value
Household Durables 0.17%
Armored AutoGroup, Inc.†		9.25%		11/1/2018	$	1,000	$	805,000
Lennar Corp.		12.25%		6/1/2017		900		1,071,000
Total								1,876,000
Independent Power Producers & Energy Traders 0.31%
AES Corp. (The)		8.00%		10/15/2017		1,500		1,620,000
Mirant Americas Generation LLC		9.125%		5/1/2031		2,000		1,790,000
Total								3,410,000
Industrial Conglomerates 0.33%
Park-Ohio Industries, Inc.		8.125%		4/1/2021		3,700		3,626,000
Information Technology Services 0.75%
SunGard Data Systems, Inc.		10.25%		8/15/2015		8,000		8,280,000
Internet Software & Services 0.09%
Equinix, Inc.		7.00%		7/15/2021		1,000		1,033,750
Leisure Equipment & Products 0.30%
Speedway Motorsports, Inc.		8.75%		6/1/2016		3,000		3,270,000
Machinery 0.14%
Oshkosh Corp.		8.50%		3/1/2020		1,500		1,515,000
Media 1.84%
Affinion Group, Inc.		11.50%		10/15/2015		4,000		3,500,000
AMC Networks, Inc.†		7.75%		7/15/2021		1,500		1,593,750
CCO Holdings LLC/CCO Holdings Capital Corp.		8.125%		4/30/2020		2,500		2,650,000
Cumulus Media, Inc.†		7.75%		5/1/2019		2,000		1,740,000
DISH DBS Corp.		6.75%		6/1/2021		1,250		1,225,000
EH Holding Corp.†		7.625%		6/15/2021		3,500		3,456,250
Gray Television, Inc.		10.50%		6/29/2015		1,500		1,402,500
Mediacom Communications Corp.		9.125%		8/15/2019		1,500		1,571,250
WMG Acquisition Corp.		9.50%		6/15/2016		1,420		1,498,100
WMG Acquisition Corp.†		11.50%		10/1/2018		1,750		1,732,500
Total								20,369,350
Metals & Mining 0.97%
Arch Coal, Inc.†		7.25%		6/15/2021		3,000		2,925,000
Cliffs Natural Resources, Inc.		5.90%		3/15/2020		1,500		1,580,590

See Notes to Financial Statements.

19

Schedule of Investments (continued)

November 30, 2011

Investments	Interest Rate			Maturity Date		Principal Amount (000)		Fair Value
Metals & Mining (continued)
FMG Resources (August 2006) Pty Ltd. (Australia)†(a)		6.875%			2/1/2018	$	1,525	$	1,406,813
Mirabela Nickel Ltd. (Australia)†(a)		8.75%			4/15/2018		1,875		1,678,125
Noranda Aluminum Acquisition Corp. PIK		4.659%	#		5/15/2015		3,406		3,150,429
Total									10,740,957
Multi-Utilities 0.38%
Black Hills Corp.		9.00%			5/15/2014		3,650		4,175,100
Oil, Gas & Consumable Fuels 4.22%
Antero Resources Finance Corp.†		7.25%			8/1/2019		1,500		1,507,500
Chaparral Energy, Inc.		8.25%			9/1/2021		5,000		4,950,000
Concho Resources, Inc.		7.00%			1/15/2021		2,000		2,090,000
CONSOL Energy, Inc.		8.25%			4/1/2020		2,500		2,700,000
Continental Resources, Inc.		8.25%			10/1/2019		6,000		6,660,000
El Paso Corp.		7.00%			6/15/2017		1,255		1,370,455
Energy XXI Gulf Coast, Inc.		7.75%			6/15/2019		2,500		2,412,500
Forest Oil Corp.		7.25%			6/15/2019		2,000		1,990,000
IFM US Colonial Pipeline 2 LLC†		6.45%			5/1/2021		3,000		3,196,710
Kodiak Oil & Gas Corp.†		8.125%			12/1/2019		760		772,350
LINN Energy LLC/LINN Energy Finance Corp.		7.75%			2/1/2021		1,850		1,859,250
MEG Energy Corp. (Canada)†(a)		6.50%			3/15/2021		2,200		2,222,000
Oasis Petroleum, Inc.		6.50%			11/1/2021		900		879,750
Oasis Petroleum, Inc.†		7.25%			2/1/2019		3,200		3,280,000
OGX Petroleo e Gas Participacoes SA (Brazil)†(a)		8.50%			6/1/2018		2,775		2,664,000
SandRidge Energy, Inc.		7.50%			3/15/2021		2,100		1,932,000
SM Energy Co.†		6.50%			11/15/2021		1,000		1,005,000
SM Energy Co.†		6.625%			2/15/2019		3,000		3,045,000
Tennessee Gas Pipeline Co.		7.00%			10/15/2028		2,000		2,291,000
Total									46,827,515
Personal Products 0.20%
Elizabeth Arden, Inc.		7.375%			3/15/2021		2,150		2,252,125
Pharmaceuticals 0.20%
Aristotle Holding, Inc.†		4.75%			11/15/2021		1,470		1,488,009
Mylan, Inc.†		7.875%			7/15/2020		650		695,500
Total									2,183,509

See Notes to Financial Statements.

20

Schedule of Investments (continued)

November 30, 2011

Investments	Interest Rate		Maturity Date		Principal Amount (000)		Fair Value
Real Estate Management & Development 0.15%
ProLogis		6.875%		3/15/2020	$	1,500	$	1,662,321
Road & Rail 0.29%
Florida East Coast Railway Corp.		8.125%		2/1/2017		2,600		2,603,250
Kansas City Southern de Mexico SA de CV (Mexico)(a)		6.125%		6/15/2021		625		646,875
Total								3,250,125
Semiconductors & Semiconductor Equipment 0.12%
Sensata Technologies BV (Netherlands)†(a)		6.50%		5/15/2019		1,300		1,267,500
Specialty Retail 0.53%
Brookstone Co., Inc.†		13.00%		10/15/2014		1,564		1,259,020
Limited Brands, Inc.		8.50%		6/15/2019		4,000		4,640,000
Total								5,899,020
Textiles, Apparel & Luxury Goods 0.32%
Polymer Group, Inc.†		7.75%		2/1/2019		3,500		3,561,250
Thrifts & Mortgage Finance 0.00%
Washington Mutual Bank(f)		6.875%		6/15/2011		4,350		15,225
Tobacco 0.11%
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Luxembourg SA†		9.25%		5/15/2018		1,375		1,258,125
Transportation Infrastructure 0.13%
Asciano Finance Ltd. (Australia)†(a)		4.625%		9/23/2020		1,500		1,435,007
Wireless Telecommunication Services 0.88%
Intelsat Jackson Holdings SA (Luxembourg)†(a)		7.50%		4/1/2021		2,300		2,190,750
Intelsat Jackson Holdings SA (Luxembourg)(a)		11.25%		6/15/2016		1,000		1,042,500
Sprint Capital Corp.		6.90%		5/1/2019		5,000		3,887,500
Wind Acquisition Finance SA (Italy)†(a)		11.75%		7/15/2017		3,100		2,689,250
Total								9,810,000
Total High Yield Corporate Bonds (cost $284,056,967)								275,596,248

See Notes to Financial Statements.

21

Schedule of Investments (continued)

November 30, 2011

Investments	Interest Rate				Shares (000)		Fair Value
PREFERRED STOCK 0.02%
Thrifts & Mortgage Finance
Fannie Mae* (cost $3,071,479)		Zero Coupon				122	$	238,485
	Exercise Price		Expiration Date
WARRANTS 0.03%
Auto Components 0.02%
Cooper-Standard Holdings, Inc.*		$27.33		11/27/2017		15		248,421
Media 0.01%
Charter Communications, Inc.*		46.86		11/30/2014		9		135,984
Total Warrants (cost $175,119)								384,405
Total Long-Term Investments (cost $1,039,583,706)								1,105,003,444
					Principal Amount (000)
SHORT-TERM INVESTMENT 0.39%
Repurchase Agreement
Repurchase Agreement dated 11/30/2011, 0.01% due 12/1/2011 with Fixed Income Clearing Corp. collateralized by $4,225,000 of U.S. Treasury Note at 1.75% due 1/31/2014; value: $4,383,438; proceeds: $4,296,839 (cost $4,296,838)					$	4,297		4,296,838
Total Investments in Securities 99.98% (cost $1,043,880,544)								1,109,300,282
Foreign Cash and Other Assets in Excess of Liabilities 0.02%								261,759
Net Assets 100.00%							$	1,109,562,041

See Notes to Financial Statements.

22

Schedule of Investments (concluded)

November 30, 2011

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 buyers.
#	Variable rate security. The interest rate represents the rate in effect at November 30, 2011.
(a)	Foreign security traded in U.S. dollars.
(b)	Contingent Value Right entitles the holder to receive cash payments if specified milestones are achieved.
(c)	Floating Rate Loans in which the Fund invests generally pay interest at rates which are periodically re-determined at a margin above the London Interbank Offered Rate (“LIBOR”) or the prime rate offered by major U.S. banks. The rate shown is the rate in effect at November 30, 2011.
(d)	Investment in non-U.S. dollar denominated securities.
(e)	Security is perpetual in nature and has no stated maturity.
(f)	Defaulted security.
(g)	Subsequent to November 30, 2011, new Notes were issued as part of an exchange offer that matures in 2018.

See Notes to Financial Statements.

23

Statement of Assets and Liabilities

November 30, 2011

ASSETS:
Investments in securities, at fair value (cost $1,043,880,544)	$	1,109,300,282
Foreign cash, at value (cost $806,732)		819,240
Receivables:
Investment securities sold		31,506,165
Interest and dividends		10,084,970
Capital shares sold		1,101,358
From advisor (See Note 3)		11,216
Prepaid expenses and other assets		87,943
Total assets		1,152,911,174
LIABILITIES:
Payables:
Investment securities purchased		4,273,925
Capital shares reacquired		37,564,206
Management fee		702,539
12b-1 distribution fees		323,989
Directors’ fees		125,306
Fund administration		37,797
To affiliates (See Note 3)		24,452
Accrued expenses and other liabilities		296,919
Total liabilities		43,349,133
NET ASSETS	$	1,109,562,041
COMPOSITION OF NET ASSETS:
Paid-in capital	$	1,245,656,277
Undistributed net investment income		5,567,227
Accumulated net realized loss on investments, futures contracts and foreign currency related transactions		(207,091,796	)
Net unrealized appreciation on investments, futures contracts and translation of assets and liabilities denominated in foreign currencies		65,430,333
Net Assets	$	1,109,562,041

See Notes to Financial Statements.

24

Statement of Assets and Liabilities (concluded)

November 30, 2011

Net assets by class:
Class A Shares	$	898,507,954
Class B Shares	$	39,643,311
Class C Shares	$	57,694,574
Class F Shares	$	8,251,198
Class I Shares	$	100,317,114
Class P Shares	$	1,910,470
Class R2 Shares	$	102,841
Class R3 Shares	$	3,134,579
Outstanding shares by class:
Class A Shares (300 million shares of common stock authorized, $.001 par value)		78,604,581
Class B Shares (30 million shares of common stock authorized, $.001 par value)		3,497,569
Class C Shares (20 million shares of common stock authorized, $.001 par value)		5,081,146
Class F Shares (30 million shares of common stock authorized, $.001 par value)		722,121
Class I Shares (100 million shares of common stock authorized, $.001 par value)		8,722,203
Class P Shares (20 million shares of common stock authorized, $.001 par value)		166,637
Class R2 Shares (30 million shares of common stock authorized, $.001 par value)		8,947
Class R3 Shares (30 million shares of common stock authorized, $.001 par value)		274,878
Net asset value, offering and redemption price per share (Net assets divided by outstanding shares):
Class A Shares-Net asset value		$11.43
Class A Shares-Maximum offering price (Net asset value plus sales charge of 5.75%)		$12.13
Class B Shares-Net asset value		$11.33
Class C Shares-Net asset value		$11.35
Class F Shares-Net asset value		$11.43
Class I Shares-Net asset value		$11.50
Class P Shares-Net asset value		$11.46
Class R2 Shares-Net asset value		$11.49
Class R3 Shares-Net asset value		$11.40

See Notes to Financial Statements.

25

Statement of Operations

For the Year Ended November 30, 2011

Investment income:
Dividends (net of foreign withholding taxes of $377,936)	$	23,549,397
Interest		28,972,198
Total investment income		52,521,595
Expenses:
Management fee		10,359,066
12b-1 distribution plan-Class A		3,352,788
12b-1 distribution plan-Class B		462,494
12b-1 distribution plan-Class C		594,049
12b-1 distribution plan-Class F		8,857
12b-1 distribution plan-Class P		9,238
12b-1 distribution plan-Class R2		264
12b-1 distribution plan-Class R3		13,438
Shareholder servicing		1,527,871
Fund administration		563,375
Subsidy (See Note 3)		551,066
Reports to shareholders		141,942
Registration		137,081
Professional		54,800
Directors’ fees		9,705
Custody		41,134
Other		44,473
Gross expenses		17,871,641
Expense reductions (See Note 7)		(1,133	)
Management fee waived (See Note 3)		(49,219	)
Net expenses		17,821,289
Net investment income		34,700,306
Net realized and unrealized gain (loss):
Net realized gain on investments, futures contracts and foreign currency related transactions		68,521,367
Net change in unrealized appreciation/depreciation on investments, futures contracts and translation of assets and liabilities denominated in foreign currencies		(45,032,615	)
Net realized and unrealized gain		23,488,752
Net Increase in Net Assets Resulting From Operations	$	58,189,058

See Notes to Financial Statements.

26

Statements of Changes in Net Assets

DECREASE IN NET ASSETS	For the Year Ended November 30, 2011			For the Year Ended November 30, 2010
Operations:
Net investment income	$	34,700,306		$	36,717,619
Net realized gain on investments, futures contracts and foreign currency related transactions		68,521,367			24,854,330
Net change in unrealized appreciation/depreciation on investments, futures contracts and translation of assets and liabilities denominated in foreign currencies		(45,032,615	)		93,553,768
Net increase in net assets resulting from operations		58,189,058			155,125,717
Distributions to shareholders from:
Net investment income
Class A		(23,181,717	)		(26,532,498	)
Class B		(818,743	)		(1,130,938	)
Class C		(1,076,186	)		(1,233,119	)
Class F		(238,905	)		(168,005	)
Class I		(9,533,991	)		(9,743,835	)
Class P		(47,848	)		(67,250	)
Class R2		(678	)		(680	)
Class R3		(61,005	)		(31,016	)
Total distributions to shareholders		(34,959,073	)		(38,907,341	)
Capital share transactions (Net of share conversions) (See Note 11):
Net proceeds from sales of shares		225,689,403			179,592,332
Reinvestment of distributions		34,160,651			38,022,779
Cost of shares reacquired		(561,695,878	)		(350,504,539	)
Net decrease in net assets resulting from capital share transactions		(301,845,824	)		(132,889,428	)
Net decrease in net assets		(278,615,839	)		(16,671,052	)
NET ASSETS:
Beginning of year	$	1,388,177,880		$	1,404,848,932
End of year	$	1,109,562,041		$	1,388,177,880
Undistributed net investment income	$	5,567,227		$	4,523,522

See Notes to Financial Statements.

27

Financial Highlights

	Class A Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$11.26			$10.35			$  8.66			$13.49			$13.56
Investment operations:
Net investment income(a)		.29			.28			.34			.41			.37
Net realized and unrealized gain (loss)		.17			.93			1.72			(4.26	)		.33
Total from investment operations		.46			1.21			2.06			(3.85	)		.70
Distributions to shareholders from:
Net investment income		(.29	)		(.30	)		(.37	)		(.44	)		(.35	)
Net realized gain		–			–			–			(.54	)		(.42	)
Total distributions		(.29	)		(.30	)		(.37	)		(.98	)		(.77	)
Net asset value, end of year		$11.43			$11.26			$10.35			$  8.66			$13.49
Total Return(b)		4.03	%		11.90	%		24.58	%		(30.43	)%		5.27	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		1.30	%		1.31	%		1.37	%		1.32	%		1.29	%
Expenses, including expense reductions and management fee waived		1.30	%		1.31	%		1.37	%		1.32	%		1.29	%
Expenses, excluding expense reductions and management fee waived		1.30	%		1.31	%		1.37	%		1.32	%		1.29	%
Net investment income		2.45	%		2.64	%		3.66	%		3.61	%		2.68	%
Supplemental Data:
Net assets, end of year (000)		$898,508			$933,371			$974,791			$852,774			$1,379,814
Portfolio turnover rate		22.87	%		29.52	%		52.24	%		54.70	%		26.32	%

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

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

See Notes to Financial Statements.

28

Financial Highlights (continued)

	Class B Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$11.16			$10.26			$  8.59			$13.38			$13.46
Investment operations:
Net investment income(a)		.21			.21			.27			.33			.28
Net realized and unrealized gain (loss)		.17			.92			1.71			(4.21	)		.33
Total from investment operations		.38			1.13			1.98			(3.88	)		.61
Distributions to shareholders from:
Net investment income		(.21	)		(.23	)		(.31	)		(.37	)		(.27	)
Net realized gain		–			–			–			(.54	)		(.42	)
Total distributions		(.21	)		(.23	)		(.31	)		(.91	)		(.69	)
Net asset value, end of year		$11.33			$11.16			$10.26			$  8.59			$13.38
Total Return(b)		3.36	%		11.17	%		23.75	%		(30.86	)%		4.56	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		1.95	%		1.96	%		2.02	%		1.97	%		1.94	%
Expenses, including expense reductions and management fee waived		1.95	%		1.96	%		2.02	%		1.97	%		1.94	%
Expenses, excluding expense reductions and management fee waived		1.95	%		1.96	%		2.02	%		1.97	%		1.94	%
Net investment income		1.78	%		1.99	%		3.00	%		2.96	%		2.03	%
Supplemental Data:
Net assets, end of year (000)		$39,643			$48,714			$53,941			$44,682			$74,748
Portfolio turnover rate		22.87	%		29.52	%		52.24	%		54.70	%		26.32	%

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

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

See Notes to Financial Statements.

29

Financial Highlights (continued)

	Class C Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$11.18			$10.28			$  8.60			$13.40			$13.48
Investment operations:
Net investment income(a)		.21			.21			.28			.33			.28
Net realized and unrealized gain (loss)		.17			.92			1.71			(4.23	)		.33
Total from investment operations		.38			1.13			1.99			(3.90	)		.61
Distributions to shareholders from:
Net investment income		(.21	)		(.23	)		(.31	)		(.36	)		(.27	)
Net realized gain		–			–			–			(.54	)		(.42	)
Total distributions		(.21	)		(.23	)		(.31	)		(.90	)		(.69	)
Net asset value, end of year		$11.35			$11.18			$10.28			$  8.60			$13.40
Total Return(b)		3.39	%		11.15	%		23.82	%		(30.90	)%		4.57	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		1.94	%		1.96	%		2.02	%		1.97	%		1.94	%
Expenses, including expense reductions and management fee waived		1.94	%		1.96	%		2.02	%		1.97	%		1.94	%
Expenses, excluding expense reductions and management fee waived		1.95	%		1.96	%		2.02	%		1.97	%		1.94	%
Net investment income		1.82	%		1.99	%		3.02	%		2.95	%		2.03	%
Supplemental Data:
Net assets, end of year (000)	$	57,695		$	56,383		$	59,267		$	54,081		$	99,713
Portfolio turnover rate		22.87	%		29.52	%		52.24	%		54.70	%		26.32	%

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

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

See Notes to Financial Statements.

30

Financial Highlights (continued)

	Class F Shares
	Year Ended 11/30												9/28/2007(a) to 11/30/2007
	2011			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)		.32			.31			.34			.43			.06
Net realized and unrealized gain (loss)		.18			.93			1.75			(4.25	)		(.40	)
Total from investment operations		.50			1.24			2.09			(3.82	)		(.34	)
Distributions to shareholders from:
Net investment income		(.32	)		(.33	)		(.40	)		(.48	)		–
Net realized gain		–			–			–			(.54	)		–
Total distributions		(.32	)		(.33	)		(.40	)		(1.02	)		–
Net asset value, end of period		$11.43			$11.25			$10.34			$  8.65			$13.49
Total Return(c)		4.39	%		12.09	%		25.05	%		(30.31	)%		(2.46	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		1.05	%		1.06	%		1.11	%		1.10	%		.18	%(d)
Expenses, including expense reductions and management fee waived		1.05	%		1.06	%		1.11	%		1.10	%		.18	%(d)
Expenses, excluding expense reductions and management fee waived		1.06	%		1.06	%		1.11	%		1.10	%		.18	%(d)
Net investment income		2.70	%		2.91	%		3.66	%		4.21	%		.47	%(d)
Supplemental Data:
Net assets, end of period (000)		$8,251			$7,395			$4,238			$1,194			$10
Portfolio turnover rate		22.87	%		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.

31

Financial Highlights (continued)

	Class I Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$11.33			$10.41			$  8.70			$13.56			$13.62
Investment operations:
Net investment income(a)		.32			.32			.36			.45			.41
Net realized and unrealized gain (loss)		.18			.94			1.75			(4.28	)		.35
Total from investment operations		.50			1.26			2.11			(3.83	)		.76
Distributions to shareholders from:
Net investment income		(.33	)		(.34	)		(.40	)		(.49	)		(.40	)
Net realized gain		–			–			–			(.54	)		(.42	)
Total distributions		(.33	)		(.34	)		(.40	)		(1.03	)		(.82	)
Net asset value, end of year		$11.50			$11.33			$10.41			$  8.70			$13.56
Total Return(b)		4.37	%		12.33	%		25.13	%		(30.24	)%		5.67	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		.95	%		.96	%		1.01	%		.97	%		.96	%
Expenses, including expense reductions and management fee waived		.95	%		.96	%		1.01	%		.97	%		.96	%
Expenses, excluding expense reductions and management fee waived		.95	%		.96	%		1.01	%		.97	%		.96	%
Net investment income		2.72	%		2.98	%		3.91	%		3.97	%		2.98	%
Supplemental Data:
Net assets, end of year (000)		$100,317			$337,978			$309,336			$197,714			$271,015
Portfolio turnover rate		22.87	%		29.52	%		52.24	%		54.70	%		26.32	%

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

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

See Notes to Financial Statements.

32

Financial Highlights (continued)

	Class P Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$11.29			$10.38			$  8.68			$13.52			$13.59
Investment operations:
Net investment income(a)		.28			.27			.33			.40			.36
Net realized and unrealized gain (loss)		.16			.93			1.73			(4.27	)		.33
Total from investment operations		.44			1.20			2.06			(3.87	)		.69
Distributions to shareholders from:
Net investment income		(.27	)		(.29	)		(.36	)		(.43	)		(.34	)
Net realized gain		–			–			–			(.54	)		(.42	)
Total distributions		(.27	)		(.29	)		(.36	)		(.97	)		(.76	)
Net asset value, end of year		$11.46			$11.29			$10.38			$  8.68			$13.52
Total Return(b)		4.00	%		11.75	%		24.52	%		(30.50	)%		5.15	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		1.40	%		1.41	%		1.46	%		1.42	%		1.39	%
Expenses, including expense reductions and management fee waived		1.40	%		1.41	%		1.46	%		1.42	%		1.39	%
Expenses, excluding expense reductions and management fee waived		1.41	%		1.41	%		1.46	%		1.42	%		1.39	%
Net investment income		2.35	%		2.54	%		3.54	%		3.52	%		2.58	%
Supplemental Data:
Net assets, end of year (000)		$1,910			$2,191			$2,906			$2,370			$3,062
Portfolio turnover rate		22.87	%		29.52	%		52.24	%		54.70	%		26.32	%

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

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

See Notes to Financial Statements.

33

Financial Highlights (continued)

	Class R2 Shares
	Year Ended 11/30												9/28/2007(a) to 11/30/2007
	2011			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)		.28			.26			.31			.44			.05
Net realized and unrealized gain (loss)		.15			.92			1.75			(4.27	)		(.40	)
Total from investment operations		.43			1.18			2.06			(3.83	)		(.35	)
Distributions to shareholders from:
Net investment income		(.25	)		(.27	)		(.36	)		(.41	)		–
Net realized gain		–			–			–			(.54	)		–
Total distributions		(.25	)		(.27	)		(.36	)		(.95	)		–
Net asset value, end of period		$11.49			$11.31			$10.40			$  8.70			$13.48
Total Return(c)		3.90	%		11.56	%		24.47	%		(30.23	)%		(2.53	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		1.54	%		1.55	%		1.49	%		1.06	%		.27	%(d)
Expenses, including expense reductions and management fee waived		1.54	%		1.55	%		1.49	%		1.06	%		.27	%(d)
Expenses, excluding expense reductions and management fee waived		1.55	%		1.56	%		1.49	%		1.06	%		.27	%(d)
Net investment income		2.43	%		2.39	%		3.34	%		3.87	%		.37	%(d)
Supplemental Data:
Net assets, end of period (000)		$103			$30			$29			$7			$10
Portfolio turnover rate		22.87	%		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

Financial Highlights (concluded)

	Class R3 Shares
	Year Ended 11/30												9/28/2007(a) to 11/30/2007
	2011			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)		.28			.27			.29			.39			.05
Net realized and unrealized gain (loss)		.15			.93			1.76			(4.25	)		(.40	)
Total from investment operations		.43			1.20			2.05			(3.86	)		(.35	)
Distributions to shareholders from:
Net investment income		(.27	)		(.29	)		(.37	)		(.43	)		–
Net realized gain		–			–			–			(.54	)		–
Total distributions		(.27	)		(.29	)		(.37	)		(.97	)		–
Net asset value, end of period		$11.40			$11.24			$10.33			$  8.65			$13.48
Total Return(c)		3.91	%		11.73	%		24.46	%		(30.54	)%		(2.53	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived		1.45	%		1.45	%		1.50	%		1.40	%		.25	%(d)
Expenses, including expense reductions and management fee waived		1.45	%		1.45	%		1.50	%		1.40	%		.25	%(d)
Expenses, excluding expense reductions and management fee waived		1.45	%		1.46	%		1.50	%		1.40	%		.25	%(d)
Net investment income		2.35	%		2.49	%		3.03	%		3.65	%		.39	%(d)
Supplemental Data:
Net assets, end of period (000)		$3,135			$2,116			$341			$42			$10
Portfolio turnover rate		22.87	%		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.

35

Notes to Financial Statements

1.    ORGANIZATION

Lord Abbett Research Fund, Inc. (the “Company”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company and was incorporated under Maryland law on April 6, 1992. The Company currently consists of four separate funds. This report covers one of the funds and its classes: Lord Abbett Capital Structure Fund (the “Fund”).

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

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 (“NYSE”). 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

36

Notes to Financial Statements (continued)

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 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 filed U.S. federal tax returns remains open for the fiscal years ended November 30, 2008 through November 30, 2011. The statutes of limitations on the Company’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

(e) Expenses–Expenses incurred by the Company that do not specifically relate to an individual fund are generally allocated to the Funds within the Company on a pro rata basis by relative net assets. Expenses, excluding class-specific expenses, are allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day. Class A, B, C, F, P, R2 and R3 shares bear their class-specific share of all expenses and fees relating to the Fund’s 12b-1 Distribution Plan.

(f) Foreign Transactions–The books and records of the Fund are maintained in U.S. dollars and transactions denominated in foreign currencies are recorded in the Fund’s records at the rate prevailing when earned or recorded. Asset and liability accounts that are denominated in foreign currencies are adjusted daily to reflect current exchange rates and any unrealized gain (loss) is included in Net change in unrealized appreciation/depreciation on investments, futures contracts and translation of assets and liabilities denominated in foreign currencies on the Fund’s Statement of Operations. The resultant exchange gains and losses upon settlement of such transactions are included in Net realized gain on investments, futures contracts and foreign currency related transactions on the Fund’s Statement of Operations. The Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the changes in market prices of the securities.

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

37

Notes to Financial Statements (continued)

(g) Futures Contracts–The Fund may purchase and sell futures contracts to enhance returns, to attempt to hedge some of its investment risk, or as a substitute position for holding the underlying asset on which the instrument is based. At the time of entering into a futures transaction, an investor is required to deposit and maintain a specified amount of cash or eligible securities called “initial margin.” Subsequent payments made or received by a Fund called “variation margin” are made on a daily basis as the market price of the futures contract fluctuates. The Fund will record an unrealized gain (loss) based on the amount of variation margin. When a contract is closed, a realized gain (loss) is recorded equal to the difference between the opening and closing value of the contract. As of November 30, 2011, the Fund had no open futures contracts.

(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 net asset value. 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

38

Notes to Financial Statements (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 November 30, 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.

39

Notes to Financial Statements (continued)

The following is a summary of the inputs used as of November 30, 2011 in valuing the Fund’s investments carried at fair value:

Investment Type*	Level 1		Level 2		Level 3		Total
Common Stocks	$	640,201,702	$	–	$	–	$	640,201,702
Contingent Value Right		52,000		–		–		52,000
Convertible Bonds		–		75,782,031		–		75,782,031
Convertible Preferred Stocks		42,401,530		17,437,065		–		59,838,595
Floating Rate Loans		–		5,941,530		–		5,941,530
Foreign Common Stocks		–		46,968,448		–		46,968,448
High Yield Corporate Bonds		–		275,595,848		400		275,596,248
Preferred Stock		238,485		–		–		238,485
Warrants		135,984		248,421		–		384,405
Repurchase Agreement		–		4,296,838		–		4,296,838
Total	$	683,029,701	$	426,270,181	$	400	$	1,109,300,282

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

As of November 30, 2010, the Fund utilized the last sale or official closing price on the exchange or system on which the foreign securities are principally traded, which resulted in Level 1 inputs for all foreign securities. As of November 30, 2011, the Fund utilized adjusted valuations of foreign securities (as described in Note 2(a)) to more accurately reflect their fair value as of the close of regular trading on the NYSE, which resulted in Level 2 inputs for substantially all foreign securities. Accordingly, the valuations of substantially all foreign securities as of November 30, 2011 were categorized as Level 2 inputs. During the period ended November 30, 2011, substantially all foreign securities held by the Fund that were classified as Level 1 as of November 30, 2010 that remain on the portfolio as of November 30, 2011 were transferred from Level 1 to Level 2.

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

Investment Type	High Yield Corporate Bonds
Balance as of December 1, 2010	$	–
Accrued discounts/premiums		–
Realized gain (loss)		–
Change in unrealized appreciation/depreciation		(1,200	)
Net purchase (sales)		–
Net transfers in or out of Level 3		1,600
Balance as of November 30, 2011	$	400

(l) Disclosures about Derivative Instruments and Hedging Activities–The Fund entered into U.S. Treasury futures contracts during the fiscal year ended November 30, 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.

40

Notes to Financial Statements (continued)

Amounts of $(746,960) and $257,015 are included on the Statement of Operations related to futures contracts under the captions Net realized gain on investments, futures contracts and foreign currency related transactions and Net change in unrealized appreciation/depreciation on investments, futures contracts and translation of assets and liabilities denominated in foreign currencies, respectively. The average number of futures contracts throughout the period was 115. As of November 30, 2011, the Fund had no open futures contracts.

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

For the fiscal year ended November 30, 2011, the effective management fee, net of waivers, was at an annualized rate of .73% of the Fund’s average daily net assets.

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

For the fiscal year ended November 30, 2011, and continuing 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 November 30, 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 2.24%, 2.21% and 4.38% respectively.

41

Notes to Financial Statements (continued)

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 fiscal year ended November 30, 2011:

Distributor Commissions	Dealers’ Concessions
$586,388	$	3,093,070

Distributor received CDSCs of $6,641 and $14,082 for Class A and Class C shares, respectively, for the fiscal year ended November 30, 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 fiscal years ended November 30, 2011 and 2010 was as follows:

	11/30/2011		11/30/2010
Distributions paid from:
Ordinary income	$	34,959,073	$	38,907,341
Total distributions paid	$	34,959,073	$	38,907,341

42

Notes to Financial Statements (continued)

As of November 30, 2011, the components of accumulated losses on a tax-basis were as follows:

Undistributed ordinary income – net	$	6,726,836
Total undistributed earnings	$	6,726,836
Capital loss carryforwards*		(205,999,501	)
Temporary differences		(125,854	)
Unrealized gains – net		63,304,283
Total accumulated losses – net	$	(136,094,236	)

* As of November 30, 2011, the capital loss carryforwards, along with the related expiration dates, were as follows:

2016		2017		Total
	$24,488,728	$	181,510,773	$	205,999,501

Certain losses incurred after October 31 (“Post-October Losses”) within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year. The Fund incurred and will elect to defer net ordinary losses of $548 during fiscal 2011.

As of November 30, 2011, the aggregate unrealized security gains and losses based on cost for U.S. federal income tax purposes were as follows:

Tax cost	$	1,046,006,594
Gross unrealized gain		151,429,206
Gross unrealized loss		(88,135,518	)
Net unrealized security gain	$	63,293,688

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

Permanent items identified during the fiscal year ended November 30, 2011 have been reclassified among the components of net assets based on their tax basis treatment as follows:

Undistributed Net Investment Income	Accumulated Net Realized Loss
$1,302,472	$	(1,302,472	)

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

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed by the President of the United States. 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 fiscal year ended November 30, 2011 were as follows:

Purchases	Sales
$316,615,079	$	613,322,357

43

Notes to Financial Statements (continued)

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

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% of the amount available under the facility. Each participating fund pays its pro rata share based on the net assets of each participating fund. This amount is included in Other expenses on the Funds’ Statements of Operations. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. During the fiscal year ended November 30, 2011, a participating fund managed by Lord Abbett utilized the Facility and fully repaid its borrowings. As of November 30, 2011, there were no loans outstanding pursuant to this Facility.

Effective February 3, 2012, the Fund and certain other funds managed by Lord Abbett will enter into a short term extension of the Facility through March 31, 2012.

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.

44

Notes to Financial Statements (continued)

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.

11.    SUMMARY OF CAPITAL TRANSACTIONS

Transactions in shares of capital stock were as follows:

	Year Ended November 30, 2011						Year Ended November 30, 2010
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		13,155,188		$	155,438,811			12,022,101		$	129,437,705
Converted from Class B*		326,083			3,826,559			243,379			2,600,784
Reinvestment of distributions		1,959,045			22,776,857			2,458,430			26,038,010
Shares reacquired		(19,739,273	)		(232,591,700	)		(26,032,315	)		(279,130,541	)
Decrease		(4,298,957	)	$	(50,549,473	)		(11,308,405	)	$	(121,054,042	)

45

Notes to Financial Statements (concluded)

	Year Ended November 30, 2011						Year Ended November 30, 2010
Class B Shares	Shares			Amount			Shares			Amount
Shares sold		166,229		$	1,934,352			366,190		$	3,880,348
Reinvestment of distributions		68,428			790,647			103,511			1,087,661
Shares reacquired		(772,390	)		(9,073,985	)		(1,117,706	)		(11,936,016	)
Converted to Class A*		(328,795	)		(3,826,559	)		(245,466	)		(2,600,784	)
Decrease		(866,528	)	$	(10,175,545	)		(893,471	)	$	(9,568,791	)
Class C Shares
Shares sold		1,383,685		$	16,204,809			785,460		$	8,434,210
Reinvestment of distributions		70,505			813,946			89,587			943,135
Shares reacquired		(1,414,225	)		(16,441,022	)		(1,599,215	)		(17,098,265	)
Increase (decrease)		39,965		$	577,733			(724,168	)	$	(7,720,920	)
Class F Shares
Shares sold		512,134		$	6,108,309			551,075		$	5,858,704
Reinvestment of distributions		13,877			160,877			10,786			114,399
Shares reacquired		(460,929	)		(5,420,105	)		(314,523	)		(3,412,001	)
Increase		65,082		$	849,081			247,338		$	2,561,102
Class I Shares
Shares sold		3,663,505		$	44,111,064			2,760,794		$	29,717,703
Reinvestment of distributions		806,331			9,509,020			915,001			9,743,781
Shares reacquired		(25,586,373	)		(296,928,444	)		(3,557,798	)		(37,313,411	)
Increase (decrease)		(21,116,537	)	$	(243,308,360	)		117,997		$	2,148,073
Class P Shares
Shares sold		24,339		$	286,402			34,612		$	373,214
Reinvestment of distributions		4,105			47,846			6,121			65,014
Shares reacquired		(55,875	)		(649,636	)		(126,795	)		(1,368,939	)
Decrease		(27,431	)	$	(315,388	)		(86,062	)	$	(930,711	)
Class R2 Shares
Shares sold		7,136		$	77,046			277.000		$	2,983
Reinvestment of distributions		54			628			45.000			484
Shares reacquired		(907	)		(11,148	)		(401.723	)		(4,210	)
Increase (decrease)		6,283		$	66,526			(79.723	)	$	(743	)
Class R3 Shares
Shares sold		129,743		$	1,528,610			174,858		$	1,887,465
Reinvestment of distributions		5,279			60,830			2,870			30,295
Shares reacquired		(48,477	)		(579,838	)		(22,364	)		(241,156	)
Increase		86,545		$	1,009,602			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 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.

46

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Lord Abbett Capital Structure Fund, one of the portfolios constituting the Lord Abbett Research Fund, Inc. ( the “Company”), as of November 30, 2011, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2011, by correspondence with the custodian, brokers and agent banks; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Lord Abbett Capital Structure Fund as of November 30, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

New York, New York

January 26, 2012

47

Basic Information About Management

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

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

Interested Directors

The following Directors are associated with Lord Abbett and are “interested persons” of the Company as defined in the Act. Mr. Dow and Ms. Foster are officers and directors or trustees of each of the 13 Lord Abbett-sponsored funds, which consist of 57 portfolios or series.

Name, Address and Year of Birth	Current Position and Length of Service with the Company	Principal Occupation and Other Directorships During Past Five Years
Robert S. Dow Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1945)	Director and Chairman since 1996	Principal Occupation: Senior Partner of Lord Abbett (since 2007) and was formerly Managing Partner (1996 - 2007) and Chief Investment Officer (1995 - 2007), joined Lord Abbett in 1972. Other Directorships: None.
Daria L. Foster Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1954)	Director and President since 2006	Principal Occupation: Managing Partner of Lord Abbett (since 2007), and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990. Other Directorships: None.

Independent Directors

The following Independent Directors also are directors or trustees of each of the 13 Lord Abbett-sponsored funds, which consist of 57 portfolios or series.

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

48

Basic Information About Management (continued)

Name, Address and Year of Birth	Current Position and Length of Service with the Company	Principal Occupation and Other Directorships During Past Five Years
Robert B. Calhoun, Jr. Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1942)	Director since 1998	Principal Occupation: Senior Advisor of Monitor Clipper Partners, a private equity investment fund (since 1997); President of Clipper Asset Management Corp. (1991 - 2009). Other Directorships: Previously served as a director of Interstate Bakeries Corp. (1991 - 2008).
Evelyn E. Guernsey Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1955)	Director since 2011	Principal Occupation: CEO, Americas of J.P. Morgan Asset Management (2004 - 2010). Other Directorships: None.
Julie A. Hill Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1946)	Director since 2004	Principal Occupation: Owner and CEO of The Hill Company, a business consulting firm (since 1998). Other Directorships: Currently serves as director of WellPoint, Inc., a health benefits company (since 1994). Previously served as a director of Resources Connection, Inc., a consulting firm (2004 - 2007).
Franklin W. Hobbs Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2001	Principal Occupation: Advisor of One Equity Partners, a private equity firm (since 2004). Other Directorships: Currently serves as a director and Chairman of the Board of Ally Financial Inc., a financial services firm (since 2009) and as a director of Molson Coors Brewing Company (since 2002).
Thomas J. Neff Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1937)	Director since 1992	Principal Occupation: Chairman of Spencer Stuart (U.S.), an executive search consulting firm (since 1996). Other Directorships: Currently serves as director of Ace, Ltd. (since 1997). Previously served as a director of Hewitt Associates, Inc. (2004 - 2010).
James L.L. Tullis Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2006	Principal Occupation: CEO of Tullis-Dickerson and Co. Inc., a venture capital management firm (since 1990). Other Directorships: Currently serves as director of Crane Co. (since 1998). Previously served as a director of ViaCell, Inc. (2003 - 2007).

49

Basic Information About Management (continued)

Officers

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

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

50

Basic Information About Management (concluded)

Name and Year of Birth	Current Position with the Company	Length of Service of Current Position	Principal Occupation During Past Five Years
John K. Forst (1960)	Vice President and Assistant Secretary	Elected in 2005	Deputy General Counsel, joined Lord Abbett in 2004.
Lawrence H. Kaplan (1957)	Vice President and Secretary	Elected in 1997	Partner and General Counsel, joined Lord Abbett in 1997.
Deepak Khanna (1963)	Vice President	Elected in 2008	Partner and Portfolio Manager, rejoined Lord Abbett in 2007 from Jennison Associates LLC (2005 - 2007). Mr. Khanna’s former experience at Lord Abbett included Senior Research Analyst — other investment strategies (2000 - 2005).
David J. Linsen (1974)	Vice President	Elected in 2008	Partner and Director, joined Lord Abbett in 2001.
A. Edward Oberhaus, III (1959)	Vice President	Elected in 1996	Partner and Director, joined Lord Abbett in 1983.
Todor I. Petrov (1974)	Vice President	Elected in 2008	Portfolio Manager, joined Lord Abbett in 2003.
Thomas R. Phillips (1960)	Vice President and Assistant Secretary	Elected in 2008	Partner and Deputy General Counsel, joined Lord Abbett in 2006.
Randy M. Reynolds (1972)	Vice President	Elected in 2008	Portfolio Manager, joined Lord Abbett in 1999.
Lawrence B. Stoller (1963)	Vice President and Assistant Secretary	Elected in 2007	Partner and Senior Deputy General Counsel, joined Lord Abbett in 2007 and was formerly an Executive Vice President and the General Counsel at Cohen & Steers Capital Management, Inc. (1999 - 2007).
Francis T. Timons (1969)	Vice President	Elected in 2010	Portfolio Manager, joined Lord Abbett in 2007 and was formerly a Research Analyst at Robert W. Baird & Co. (2004 - 2007).
Bernard J. Grzelak (1971)	Treasurer	Elected in 2003	Partner and Director of Fund Administration, joined Lord Abbett in 2003.

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

51

Householding

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

Proxy Voting Policies, Procedures and Records

A description of the policies and procedures that Lord Abbett uses to vote proxies related to the Fund’s portfolio securities, and information on how Lord Abbett voted 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 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).

Tax Information

56.90% of the ordinary income distributions paid by the Fund during the fiscal year ended November 30, 2011 is qualified dividend income. For corporate shareholders, only 47.67% of the Fund’s ordinary income distributions qualified for the dividends received deduction.

For foreign shareholders 57.00% of the distributions paid by the Fund represents interest related dividends.

52

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

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

Lord Abbett Research Fund, Inc.

Lord Abbett Capital Structure Fund

LAAMF-2-1111

(01/12)

2011

LORD ABBETT

ANNUAL

REPORT    

Lord Abbett

Growth Opportunities Fund

For the fiscal year ended November 30, 2011

Lord Abbett Research Fund

Lord Abbett Growth Opportunities Fund

Annual Report

For the fiscal year ended November 30, 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 overview of the performance of the Lord Abbett Growth Opportunities Fund for the fiscal year ended November 30, 2011. On this page and the following pages, we discuss the major factors that influenced fiscal year performance. For detailed and more timely information about the Fund, please visit our Website at www.lordabbett.com, where you also can access the quarterly commentaries that provide updates on the Fund’s performance and other portfolio related updates.

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

Best regards,

Robert S. Dow

Chairman

For the fiscal year ended November 30, 2011, the Fund returned -0.65%, reflecting performance at the net asset value (NAV) of Class A shares, with all distributions reinvested, compared to its benchmark, the Russell Midcap^® Growth Index,¹ which returned 6.07% over the same period.

Despite increased volatility and a sharp equity market downturn in the third quarter of 2011, most broad equity indexes finished the 12-month period in positive territory. The year’s performance was helped by a record-setting October 2011, a month that saw the S&P 500^® Index² post its best monthly return since December 1991. In November 2011, however, markets again sold off on the weight of Europe’s ongoing debt crisis and continued concerns with the inability of U.S. lawmakers to compromise on domestic debt. Over the 12-month period, larger capitalization investments generally performed better than smaller capitalization investments, and growth-oriented investments generally performed better than value-oriented investments.

1

Although we are disappointed in the Fund’s performance over the 12-month period, we have been encouraged by market action during the most recent stock market rally. The Fund’s performance has improved over the last two months of the 12-month period as broad equity indexes began to recover and as investors focused on cyclical companies with strong fundamentals. We believe that this is a potentially attractive environment for us, given our rigorous fundamental research and current tilt toward firms within industries that we believe are positioned to benefit from a domestic economic recovery.

Both our overweight and security positions within the information technology sector detracted from Fund performance during the period. The largest detractor from Fund performance in the sector was online employment search provider Monster Worldwide, whose shares declined owing to a weak job market and competitive pressure. Telecommunications equipment provider Acme Packet also declined due to disappointing earnings and a reduced revenue outlook. Stock selection within the materials sector also detracted from Fund performance. Huntsman Corporation, a global manufacturer and marketer of differentiated chemicals, suffered as fresh economic concerns caused market participants to reallocate into less cyclical companies. Kronos Worldwide, producer of pigments used in the manufacturing process, declined amid economic conditions that resulted in second quarter earnings missing estimates.

Performance was helped by the Fund’s consumer staples holdings, where stock selection was a positive. Shares of Green Mountain Coffee Roasters, the producer of the Keurig brand single cup brewing system, advanced during the period following continued expansion in profitability. Natural foods supermarket chain Whole Foods Market has continued to see its shares rise on market share gains and increasing revenues, with strong same-store sales year-to-date through the company’s third quarter and more than 60 additional stores slated to open by 2014.

While performance within the health care sector was in line with the benchmark, shares of Intuitive Surgical, a manufacturer of robotically assisted surgical equipment and the da Vinci Surgical System, advanced during the period on increased demand. In the industrials sector, shares of Kansas City Southern also appreciated, as the freight rail transporter experienced continued double-digit earnings growth resulting from record freight loads and the highest revenue-per-unit growth in the company’s history.

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

2

¹  The Russell Midcap^® Growth Index measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The stocks are also members of the Russell 1000 Growth index.

²  The S&P 500^® Index is widely regarded as the standard for measuring large-cap U.S. stock market performance and includes a representative sample of leading companies in leading industries.

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

Important Performance and Other Information

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

Except where noted, comparative Fund performance does not account for the deduction of sales charges and would be different if sales charges were included.

The Fund offers several classes of shares with distinct pricing options. For a full description of the differences in pricing alternatives, please see the Fund’s prospectus.

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

The annual commentary above discusses the views of the Fund’s management and various portfolio holdings of the Fund as of November 30, 2011. These views and portfolio holdings may have changed after this date. Information provided in the commentary is not a recommendation to buy or sell securities. Because the Fund’s portfolio is actively managed and may change significantly, the Fund may no longer own the securities described above or may have otherwise changed its positions in the securities. For more recent information about the Fund’s portfolio holdings, please visit www.lordabbett.com.

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

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

3

Investment Comparison

Below is a comparison of a $10,000 investment in Class A shares with the same investment in the Russell Midcap^® Growth Index and the Russell Midcap^® Index, assuming reinvestment of all dividends and distributions. The performance of other classes will be greater than or less than the performance shown in the graph below due to different sales loads and expenses applicable to such classes. The graph and performance table below do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. During certain periods, expenses of the Fund have been waived or reimbursed by Lord Abbett; without such waiver or reimbursement of expenses, the Fund’s returns would have been lower. Past performance is no guarantee of future results.

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended November 30, 2011

	1 Year		5 Years		10 Years		Life of Class
Class A3		-6.37%		3.52%		4.44%		–
Class B4		-5.23%		3.92%		4.54%		–
Class C5		-1.28%		4.08%		4.40%		–
Class F6		-0.42%		–		–		1.72%
Class I7		-0.31%		5.12%		5.42%		–
Class P7		-0.75%		4.65%		4.98%		–
Class R28		-0.94%		–		–		1.22%
Class R39		-0.80%		–		–		1.35%

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

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

³    Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended November 30, 2011, is calculated using the SEC-required uniform method to compute such return.

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

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

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

⁷    Performance is at net asset value.

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

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

4

Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2011 through November 30, 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 6/1/11 – 11/30/11” 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.

5

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

	Beginning Account Value		Ending Account Value		Expenses Paid During Period†
	6/1/11		11/30/11		6/1/11 - 11/30/11
Class A
Actual	$	1,000.00	$	855.80	$	6.75
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.78	$	7.33
Class B
Actual	$	1,000.00	$	853.40	$	9.76
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.54	$	10.61
Class C
Actual	$	1,000.00	$	853.00	$	9.66
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.62	$	10.50
Class F
Actual	$	1,000.00	$	857.00	$	5.59
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.04	$	6.07
Class I
Actual	$	1,000.00	$	857.50	$	5.12
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.54	$	5.57
Class P
Actual	$	1,000.00	$	855.50	$	7.21
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.28	$	7.84
Class R2
Actual	$	1,000.00	$	854.50	$	7.90
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.53	$	8.59
Class R3
Actual	$	1,000.00	$	855.50	$	7.40
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.09	$	8.04

^†  For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.45% for Class A, 2.10% for Class B, 2.08% 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 183/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

November 30, 2011

Sector*	%**		Sector*	%**
Consumer Discretionary		20.22%	Industrials		15.82%
Consumer Staples		1.52%	Information Technology		23.10%
Energy		14.12%	Materials		8.51%
Financials		6.18%	Short-Term Investment		0.44%
Health Care		10.09%	Total		100.00%

* A sector may comprise several industries.

** Represents percent of total investments.

6

Schedule of Investments

November 30, 2011

Investments	Shares		Fair Value (000)
COMMON STOCKS 100.28%
Aerospace & Defense 0.98%
Spirit AeroSystems Holdings, Inc. Class A*		294,298	$	5,742
Auto Components 2.55%
BorgWarner, Inc.*		123,265		8,125
Gentex Corp.		234,733		6,920
Total				15,045
Automobiles 0.89%
Harley-Davidson, Inc.		142,226		5,230
Biotechnology 0.64%
Onyx Pharmaceuticals, Inc.*		85,527		3,772
Capital Markets 2.97%
Affiliated Managers Group, Inc.*		124,222		11,748
Invesco Ltd.		282,893		5,728
Total				17,476
Chemicals 6.81%
Albemarle Corp.		123,641		6,742
Ashland, Inc.		99,785		5,550
Celanese Corp. Series A		182,980		8,507
Eastman Chemical Co.		143,188		5,673
Innophos Holdings, Inc.		69,638		3,430
Kronos Worldwide, Inc.		185,155		3,612
Westlake Chemical Corp.		156,682		6,581
Total				40,095
Communications Equipment 3.37%
Aruba Networks, Inc.*		208,974		4,409
Ciena Corp.*		202,694		2,455
F5 Networks, Inc.*		57,815		6,535
Finisar Corp.*		180,127		3,322
Riverbed Technology, Inc.*		121,047		3,147
Total				19,868
Computers & Peripherals 3.95%
Fortinet, Inc.*		157,246	$	3,772
NCR Corp.*		420,437		7,354
SanDisk Corp.*		129,594		6,390
Teradata Corp.*		106,219		5,760
Total				23,276
Construction & Engineering 1.04%
Chicago Bridge & Iron Co. NV (Netherlands)(a)		147,926		6,117
Diversified Financial Services 1.33%
Moody’s Corp.		225,248		7,818
Electrical Equipment 4.88%
AMETEK, Inc.		176,582		7,565
Cooper Industries plc		157,435		8,742
General Cable Corp.*		53,542		1,419
Rockwell Automation, Inc.		146,628		11,001
Total				28,727
Electronic Equipment, Instruments & Components 0.44%
IPG Photonics Corp.*		68,051		2,608
Energy Equipment & Services 6.24%
Atwood Oceanics, Inc.*		91,672		3,759
Cameron International Corp.*		172,782		9,328
CARBO Ceramics, Inc.		21,120		3,006
GulfMark Offshore, Inc. Class A*		100,290		4,496
McDermott International, Inc.*		426,569		4,824
Nabors Industries Ltd.*		366,060		6,567
Superior Energy Services, Inc.*		160,140		4,758
Total				36,738
Food & Staples Retailing 1.11%
Whole Foods Market, Inc.		96,150		6,548

See Notes to Financial Statements.

7

Schedule of Investments (continued)

November 30, 2011

Investments	Shares		Fair Value (000)
Food Products 0.42%
Green Mountain Coffee Roasters, Inc.*		47,046	$	2,467
Health Care Equipment & Supplies 1.59%
Intuitive Surgical, Inc.*		21,625		9,390
Health Care Providers & Services 3.00%
AmerisourceBergen Corp.		200,161		7,436
Cigna Corp.		120,760		5,341
Mednax, Inc.*		72,723		4,902
Total				17,679
Health Care Technology 1.81%
Allscripts Healthcare Solutions, Inc.*		165,768		3,226
SXC Health Solutions Corp.*		126,145		7,420
Total				10,646
Hotels, Restaurants & Leisure 3.57%
Marriott International, Inc. Class A		143,883		4,406
MGM Resorts International*		655,066		6,741
Starwood Hotels & Resorts Worldwide, Inc.		207,097		9,874
Total				21,021
Household Durables 0.92%
Tempur-Pedic International, Inc.*		98,794		5,395
Insurance 0.49%
Marsh & McLennan Cos., Inc.		96,490		2,913
Life Sciences Tools & Services 2.04%
Agilent Technologies, Inc.*		319,845		11,994
Machinery 5.94%
Chart Industries, Inc.*		73,787		4,491
Dover Corp.		126,164	$	6,935
Eaton Corp.		117,105		5,259
Flowserve Corp.		94,828		9,746
Joy Global, Inc.		93,877		8,569
Total				35,000
Metals & Mining 1.03%
Walter Energy, Inc.		84,988		6,094
Multi-Line Retail 1.64%
Macy’s, Inc.		298,742		9,658
Oil, Gas & Consumable Fuels 7.98%
Concho Resources, Inc.*		74,751		7,596
CONSOL Energy, Inc.		233,637		9,729
Continental Resources, Inc.*		134,871		9,520
Denbury Resources, Inc.*		185,626		3,137
Range Resources Corp.		142,006		10,183
Whiting Petroleum Corp.*		147,572		6,864
Total				47,029
Paper & Forest Products 0.73%
International Paper Co.		151,085		4,291
Pharmaceuticals 1.08%
Watson Pharmaceuticals, Inc.*		98,868		6,389
Professional Services 1.35%
Robert Half International, Inc.		301,078		7,975
Real Estate Management & Development 1.44%
CBRE Group, Inc.*		503,160		8,458
Road & Rail 1.75%
Kansas City Southern*		151,533		10,309
Semiconductors & Semiconductor Equipment 6.25%
Altera Corp.		170,732		6,432
Analog Devices, Inc.		186,668		6,507

See Notes to Financial Statements.

8

Schedule of Investments (concluded)

November 30, 2011

Investments	Shares		Fair Value (000)
Semiconductors & Semiconductor Equipment (continued)
Atmel Corp.*		318,648	$	2,826
Cavium, Inc.*		124,973		4,079
Cypress Semiconductor Corp.*		287,512		5,482
NVIDIA Corp.*		368,012		5,752
Silicon Laboratories, Inc.*		133,145		5,755
Total				36,833
Software 9.25%
ANSYS, Inc.*		82,131		5,090
Ariba, Inc.*		168,215		5,105
BroadSoft, Inc.*		97,388		3,416
Citrix Systems, Inc.*		179,553		12,818
CommVault Systems, Inc.*		84,350		4,186
Informatica Corp.*		63,286		2,845
Nuance Communications, Inc.*		120,317		2,958
Red Hat, Inc.*		209,218		10,478
Synchronoss Technologies, Inc.*		133,299		3,984
TIBCO Software, Inc.*		131,124		3,593
Total				54,473
Specialty Retail 7.61%
Abercrombie & Fitch Co. Class A		48,504		2,324
Dick’s Sporting Goods, Inc.*		214,160		8,419
Limited Brands, Inc.		180,746		7,651
Ross Stores, Inc.		93,900		8,365
Tiffany & Co.		89,067		5,971
Tractor Supply Co.		128,645		9,292
Ulta Salon, Cosmetics & Fragrance, Inc.*		40,251		2,803
Total				44,825
Textiles, Apparel & Luxury Goods 3.19%
Deckers Outdoor Corp.*		38,882		4,236
Hanesbrands, Inc.*		309,305		7,618
PVH Corp.		64,954	$	4,410
Vera Bradley, Inc.*		66,000		2,534
Total				18,798
Total Common Stocks (cost $538,199,714)				590,697
	Principal Amount (000)
SHORT-TERM INVESTMENT 0.44%
Repurchase Agreement
Repurchase Agreement dated 11/30/2011, 0.01% due 12/1/2011 with Fixed Income Clearing Corp. collateralized by $2,030,000 of Federal Home Loan Bank at 1.750% due 8/22/2012 and $600,000 of Federal Home Loan Bank at 0.875% due 8/22/2012 value: $2,667,488; proceeds: $2,611,262 (cost $2,611,261)	$	2,611		2,611
Total Investments in Securities 100.72% (cost $540,810,975)				593,308
Liabilities in Excess of Other Assets (0.72%)				(4,240	)
Net Assets 100.00%			$	589,068

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

See Notes to Financial Statements.

9

Statement of Assets and Liabilities

November 30, 2011

ASSETS:
Investments in securities, at fair value (cost $540,810,975)	$	593,308,609
Receivables:
Investment securities sold		4,733,675
Interest and dividends		487,114
Capital shares sold		459,805
Prepaid expenses and other assets		58,430
Total assets		599,047,633
LIABILITIES:
Payables:
Investment securities purchased		7,472,266
Capital shares reacquired		1,535,267
Management fee		381,886
12b-1 distribution fees		206,606
Directors’ fees		78,927
Fund administration		19,094
To affiliates (See Note 3)		11,163
Accrued expenses and other liabilities		274,104
Total liabilities		9,979,313
NET ASSETS	$	589,068,320
COMPOSITION OF NET ASSETS:
Paid-in capital	$	455,216,302
Accumulated net investment loss		(78,927	)
Accumulated net realized gain on investments		81,433,311
Net unrealized appreciation on investments		52,497,634
Net Assets	$	589,068,320

See Notes to Financial Statements.

10

Statement of Assets and Liabilities (concluded)

November 30, 2011

Net assets by class:
Class A Shares	$	389,211,458
Class B Shares	$	29,129,190
Class C Shares	$	58,335,623
Class F Shares	$	14,593,890
Class I Shares	$	61,928,405
Class P Shares	$	8,073,666
Class R2 Shares	$	1,504,871
Class R3 Shares	$	26,291,217
Outstanding shares by class:
Class A Shares ($100 million shares of common stock authorized, $.001 par value)		18,272,461
Class B Shares ($30 million shares of common stock authorized, $.001 par value)		1,511,713
Class C Shares ($20 million shares of common stock authorized, $.001 par value)		3,028,431
Class F Shares ($30 million shares of common stock authorized, $.001 par value)		678,098
Class I Shares ($30 million shares of common stock authorized, $.001 par value)		2,767,270
Class P Shares ($20 million shares of common stock authorized, $.001 par value)		381,030
Class R2 Shares ($30 million shares of common stock authorized, $.001 par value)		71,370
Class R3 Shares ($30 million shares of common stock authorized, $.001 par value)		1,240,745
Net asset value, offering and redemption price per share (Net assets divided by outstanding shares):
Class A Shares-Net asset value		$21.30
Class A Shares-Maximum offering price (Net asset value plus sales charge of 5.75%)		$22.60
Class B Shares-Net asset value		$19.27
Class C Shares-Net asset value		$19.26
Class F Shares-Net asset value		$21.52
Class I Shares-Net asset value		$22.38
Class P Shares-Net asset value		$21.19
Class R2 Shares-Net asset value		$21.09
Class R3 Shares-Net asset value		$21.19

See Notes to Financial Statements.

11

Statement of Operations

For the Year Ended November 30, 2011

Investment income:
Dividends (net of foreign withholding taxes of $6,366)	$	5,453,810
Total investment income		5,453,810
Expenses:
Management fee		5,385,941
12b-1 distribution plan-Class A		1,593,408
12b-1 distribution plan-Class B		381,602
12b-1 distribution plan-Class C		628,108
12b-1 distribution plan-Class F		14,956
12b-1 distribution plan-Class P		39,570
12b-1 distribution plan-Class R2		10,074
12b-1 distribution plan-Class R3		102,087
Shareholder servicing		1,424,645
Fund administration		269,297
Subsidy (See Note 3)		147,427
Reports to shareholders		93,903
Registration		92,670
Professional		49,368
Custody		20,611
Directors’ fees		4,722
Other		22,801
Gross expenses		10,281,190
Expense reductions (See Note 7)		(607	)
Management fee waived (See Note 3)		(105,110	)
Net expenses		10,175,473
Net investment loss		(4,721,663	)
Net realized and unrealized gain (loss):
Net realized gain on investments		111,427,805
Net change in unrealized appreciation/depreciation on investments		(112,009,147	)
Net realized and unrealized loss		(581,342	)
Net Decrease in Net Assets Resulting From Operations	$	(5,303,005	)

See Notes to Financial Statements.

12

Statements of Changes in Net Assets

INCREASE (DECREASE) IN NET ASSETS	For the Year Ended November 30, 2011			For the Year Ended November 30, 2010
Operations:
Net investment loss	$	(4,721,663	)	$	(4,301,057	)
Net realized gain on investments		111,427,805			79,678,229
Net change in unrealized appreciation/depreciation on investments		(112,009,147	)		61,350,584
Net increase (decrease) in net assets resulting from operations		(5,303,005	)		136,727,756
Capital share transactions (Net of share conversions) (See Note 11):
Net proceeds from sales of shares		172,578,308			100,440,597
Cost of shares reacquired		(231,477,767	)		(171,883,899	)
Net decrease in net assets resulting from capital share transactions		(58,899,459	)		(71,443,302	)
Net increase (decrease) in net assets		(64,202,464	)		65,284,454
NET ASSETS:
Beginning of year	$	653,270,784		$	587,986,330
End of year	$	589,068,320		$	653,270,784
Accumulated net investment loss	$	(78,927	)	$	(36,336	)

See Notes to Financial Statements.

13

Financial Highlights

	Class A Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$21.44			$17.13			$12.93			$23.84			$22.02
Investment operations:
Net investment loss(a)		(.14	)		(.12	)		(.08	)		(.15	)		(.20	)
Net realized and unrealized gain (loss)		–			4.43			4.84			(7.91	)		4.01
Total from investment operations		(.14	)		4.31			4.76			(8.06	)		3.81
Distributions to shareholders from:
Net realized gain		–			–			(.56	)		(2.85	)		(1.99	)
Net asset value, end of year		$21.30			$21.44			$17.13			$12.93			$23.84
Total Return(b)		(.65	)%		25.16	%		38.43	%		(38.34	)%		18.81	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.45	%		1.47	%		1.55	%		1.55	%		1.53	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.45	%		1.47	%		1.55	%		1.55	%		1.53	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.46	%		1.50	%		1.61	%		1.57	%		1.54	%
Net investment loss		(.64	)%		(.61	)%		(.57	)%		(.79	)%		(.91	)%
Supplemental Data:
Net assets, end of year (000)		$389,211			$454,561			$414,930			$337,981			$613,735
Portfolio turnover rate		121.66	%		103.81	%		80.21	%		123.95	%		101.25	%

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

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

See Notes to Financial Statements.

14

Financial Highlights (continued)

	Class B Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$19.52			$15.70			$11.97			$22.41			$20.94
Investment operations:
Net investment loss(a)		(.26	)		(.22	)		(.16	)		(.25	)		(.32	)
Net realized and unrealized gain (loss)		.01			4.04			4.45			(7.34	)		3.78
Total from investment operations		(.25	)		3.82			4.29			(7.59	)		3.46
Distributions to shareholders from:
Net realized gain		–			–			(.56	)		(2.85	)		(1.99	)
Net asset value, end of year		$19.27			$19.52			$15.70			$11.97			$22.41
Total Return(b)		(1.28	)%		24.33	%		37.55	%		(38.73	)%		18.04	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		2.09	%		2.12	%		2.20	%		2.20	%		2.18	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		2.09	%		2.12	%		2.20	%		2.20	%		2.18	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		2.11	%		2.15	%		2.27	%		2.22	%		2.19	%
Net investment loss		(1.27	)%		(1.28	)%		(1.22	)%		(1.44	)%		(1.56	)%
Supplemental Data:
Net assets, end of year (000)		$29,129			$43,822			$51,703			$48,147			$101,200
Portfolio turnover rate		121.66	%		103.81	%		80.21	%		123.95	%		101.25	%

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

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

See Notes to Financial Statements.

15

Financial Highlights (continued)

	Class C Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$19.51			$15.69			$11.96			$22.40			$20.93
Investment operations:
Net investment loss(a)		(.26	)		(.22	)		(.16	)		(.25	)		(.32	)
Net realized and unrealized gain (loss)		.01			4.04			4.45			(7.34	)		3.78
Total from investment operations		(.25	)		3.82			4.29			(7.59	)		3.46
Distributions to shareholders from:
Net realized gain		–			–			(.56	)		(2.85	)		(1.99	)
Net asset value, end of year		$19.26			$19.51			$15.69			$11.96			$22.40
Total Return(b)		(1.28	)%		24.35	%		37.58	%		(38.75	)%		18.05	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		2.06	%		2.12	%		2.20	%		2.20	%		2.18	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		2.06	%		2.12	%		2.20	%		2.20	%		2.18	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		2.08	%		2.15	%		2.26	%		2.23	%		2.19	%
Net investment loss		(1.25	)%		(1.27	)%		(1.22	)%		(1.44	)%		(1.56	)%
Supplemental Data:
Net assets, end of year (000)		$58,336			$64,376			$63,732			$45,385			$83,891
Portfolio turnover rate		121.66	%		103.81	%		80.21	%		123.95	%		101.25	%

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

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

See Notes to Financial Statements.

16

Financial Highlights (continued)

	Class F Shares
	Year Ended 11/30												9/28/2007(a) to 11/30/2007
	2011			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)		(.09	)		(.06	)		(.05	)		(.09	)		(.03	)
Net realized and unrealized gain (loss)		–			4.45			4.87			(7.95	)		.07
Total from investment operations		(.09	)		4.39			4.82			(8.04	)		.04
Distributions to shareholders from:
Net realized gain		–			–			(.56	)		(2.85	)		–
Net asset value, end of period		$21.52			$21.61			$17.22			$12.96			$23.85
Total Return(c)		(.42	)%		25.49	%		38.82	%		(38.22	)%		.17	%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.20	%		1.21	%		1.30	%		1.30	%		.22	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.20	%		1.21	%		1.30	%		1.30	%		.22	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.22	%		1.24	%		1.34	%		1.36	%		.22	%(d)
Net investment loss		(.41	)%		(.32	)%		(.35	)%		(.53	)%		(.14	)%(d)
Supplemental Data:
Net assets, end of period (000)		$14,594			$11,051			$2,362			$359			$10
Portfolio turnover rate		121.66	%		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.

17

Financial Highlights (continued)

	Class I Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$22.45			$17.87			$13.42			$24.56			$22.55
Investment operations:
Net investment loss(a)		(.07	)		(.05	)		(.03	)		(.08	)		(.12	)
Net realized and unrealized gain (loss)		–			4.63			5.04			(8.21	)		4.12
Total from investment operations		(.07	)		4.58			5.01			(8.29	)		4.00
Distributions to shareholders from:
Net realized gain		–			–			(.56	)		(2.85	)		(1.99	)
Net asset value, end of year		$22.38			$22.45			$17.87			$13.42			$24.56
Total Return(b)		(.31	)%		25.63	%		38.91	%		(38.12	)%		19.24	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.10	%		1.11	%		1.20	%		1.20	%		1.18	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.10	%		1.11	%		1.20	%		1.20	%		1.18	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.12	%		1.15	%		1.25	%		1.23	%		1.19	%
Net investment loss		(.30	)%		(.25	)%		(.22	)%		(.41	)%		(.55	)%
Supplemental Data:
Net assets, end of year (000)		$61,928			$54,970			$42,775			$23,175			$17,965
Portfolio turnover rate		121.66	%		103.81	%		80.21	%		123.95	%		101.25	%

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

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

See Notes to Financial Statements.

18

Financial Highlights (continued)

	Class P Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$21.35			$17.07			$12.90			$23.82			$22.02
Investment operations:
Net investment loss(a)		(.17	)		(.14	)		(.09	)		(.17	)		(.22	)
Net realized and unrealized gain (loss)		.01			4.42			4.82			(7.90	)		4.01
Total from investment operations		(.16	)		4.28			4.73			(8.07	)		3.79
Distributions to shareholders from:
Net realized gain		–			–			(.56	)		(2.85	)		(1.99	)
Net asset value, end of year		$21.19			$21.35			$17.07			$12.90			$23.82
Total Return(b)		(.75	)%		25.07	%		38.28	%		(38.42	)%		18.71	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.55	%		1.57	%		1.65	%		1.65	%		1.63	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.55	%		1.57	%		1.65	%		1.65	%		1.63	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.57	%		1.60	%		1.72	%		1.67	%		1.64	%
Net investment loss		(.74	)%		(.73	)%		(.66	)%		(.88	)%		(1.01	)%
Supplemental Data:
Net assets, end of year (000)		$8,074			$8,477			$9,185			$8,945			$16,699
Portfolio turnover rate		121.66	%		103.81	%		80.21	%		123.95	%		101.25	%

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

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

See Notes to Financial Statements.

19

Financial Highlights (continued)

	Class R2 Shares
	Year Ended 11/30												9/28/2007(a)to 11/30/2007
	2011			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)		(.21	)		(.16	)		(.13	)		(.16	)		(.05	)
Net realized and unrealized gain (loss)		.02			4.40			4.83			(7.92	)		.07
Total from investment operations		(.19	)		4.24			4.70			(8.08	)		.02
Distributions to shareholders from:
Net realized gain		–			–			(.56	)		(2.85	)		–
Net asset value, end of period		$21.09			$21.28			$17.04			$12.90			$23.83
Total Return(c)		(.94	)%		24.88	%		38.04	%		(38.45	)%		.08	%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.70	%		1.71	%		1.80	%		1.75	%		.28	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.70	%		1.71	%		1.80	%		1.75	%		.28	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.72	%		1.75	%		1.83	%		1.81	%		.29	%(d)
Net investment loss		(.92	)%		(.86	)%		(.84	)%		(.93	)%		(.20	)%(d)
Supplemental Data:
Net assets, end of period (000)		$1,505			$1,330			$1,118			$119			$10
Portfolio turnover rate		121.66	%		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.

20

Financial Highlights (concluded)

	Class R3 Shares
	Year Ended 11/30												9/28/2007(a) to 11/30/2007
	2011			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)		(.18	)		(.13	)		(.12	)		(.14	)		(.04	)
Net realized and unrealized gain (loss)		.01			4.40			4.86			(7.94	)		.07
Total from investment operations		(.17	)		4.27			4.74			(8.08	)		.03
Distributions to shareholders from:
Net realized gain		–			–			(.56	)		(2.85	)		–
Net asset value, end of period		$21.19			$21.36			$17.09			$12.91			$23.84
Total Return(c)		(.80	)%		24.99	%		38.33	%		(38.43	)%		.13	%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including expenses assumed, management fee waived and expenses reimbursed		1.59	%		1.60	%		1.70	%		1.65	%		.27	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.59	%		1.60	%		1.70	%		1.65	%		.27	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.61	%		1.64	%		1.72	%		1.70	%		.27	%(d)
Net investment loss		(.81	)%		(.70	)%		(.76	)%		(.82	)%		(.18	)%(d)
Supplemental Data:
Net assets, end of period (000)		$26,291			$14,684			$2,182			$85			$10
Portfolio turnover rate		121.66	%		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.

21

Notes to Financial Statements

1.    ORGANIZATION

Lord Abbett Research Fund, Inc. (the “Company”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company and was incorporated under Maryland law on April 6, 1992. The Company currently consists of four separate funds. This report covers one of the funds and its classes: Lord Abbett Growth Opportunities Fund (the “Fund”).

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

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 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.

22

Notes to Financial Statements (continued)

(c) Investment Income–Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis as earned. Discounts are accreted and premiums are amortized using the effective interest method and are included in Interest income 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 filed U.S. federal tax returns remains open for the fiscal years ended November 30, 2008 through November 30, 2011. The statutes of limitations on the Company’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

(e) Expenses–Expenses incurred by the Company that do not specifically relate to an individual fund are generally allocated to the Funds within the Company on a pro rata basis by relative net assets. Expenses, excluding class-specific expenses, are allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day. Class A, B, C, F, P, R2 and R3 shares bear their class-specific share of all expenses and fees relating to the Fund’s 12b-1 Distribution Plan.

(f) Foreign Transactions–The books and records of the Fund are maintained in U.S. dollars and transactions denominated in foreign currencies are recorded in the Fund’s records at the rate prevailing when earned or recorded. Asset and liability accounts that are denominated in foreign currencies are adjusted daily to reflect current exchange rates and any unrealized gain (loss) is included in Net change in unrealized appreciation/depreciation on investments on the Fund’s Statement of Operations. The resultant exchange gains and losses upon settlement of such transactions are included in Net realized gain on investments on the Fund’s Statement of Operations. The Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the changes in market prices of the securities.

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

23

Notes to Financial Statements (continued)

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

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

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

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

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

The following is a summary of the inputs used as of November 30, 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	$	590,698	$	–	$	–	$	590,698
Repurchase Agreement		–		2,611		–		2,611
Total	$	590,698	$	2,611	$	–	$	593,309

* 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%

24

Notes to Financial Statements (continued)

For the fiscal year ended November 30, 2011, the effective management fee, net of waivers, was at an annualized rate of .78% 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 fiscal year ended November 30, 2011, and continuing 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 1.10%. Effective December 31, 2011, and continuing through March 31, 2012, Lord Abbett has contractually agreed to waive an additional annualized .05% of its management fee. These agreements 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 of Lord Abbett Investment Trust and Lord Abbett Global Allocation Fund of Lord Abbett Global Fund, Inc. (each, a “Fund of Funds”), pursuant to which each Underlying Fund pays a portion of the expenses (excluding management fees and distribution and service fees) of each Fund of Funds in proportion to the average daily value of the Underlying Fund shares owned by each Fund of Funds. Amounts paid pursuant to the Servicing Arrangement are included in Subsidy expense on the Fund’s Statement of Operations and Payable to affiliates on the Fund’s Statement of Assets and Liabilities.

As of November 30, 2011, the percentages of the Fund’s outstanding shares owned by Lord Abbett Diversified Equity Strategy Fund and Lord Abbett Global Allocation Fund were 2.75% and 1.47% 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 fiscal year ended November 30, 2011:

Distributor Commissions	Dealers’ Concessions
$114,658	$	624,461

25

Notes to Financial Statements (continued)

Distributor received CDSCs of $2,992 and $8,021 for Class A and Class C shares, respectively, for the fiscal year ended November 30, 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 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.

Subsequent to the Fund’s fiscal year ended November 30, 2011, a long-term capital gains distribution of approximately $87,835,000 was declared by the Fund on December 14, 2011. The distribution was paid on December 16, 2011 to shareholders of record on December 15, 2011.

As of November 30, 2011, the components of accumulated gains on a tax-basis were as follows:

Undistributed long-term capital gains	$	87,833,390
Total undistributed earnings	$	87,833,390
Temporary differences		(2,874,690	)
Unrealized gains–net		48,893,318
Total accumulated gains–net	$	133,852,018

Certain losses incurred after October 31 (“Post-October Losses”) within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year. The Fund incurred and will elect to defer net capital losses of $2,795,763 during fiscal year 2011.

As of November 30, 2011, the aggregate unrealized security gains and losses based on cost for U.S. federal income tax purposes were as follows:

Tax cost	$	544,415,291
Gross unrealized gain		83,878,563
Gross unrealized loss		(34,985,245	)
Net unrealized security gain	$	48,893,318

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

26

Notes to Financial Statements (continued)

Permanent items identified during the fiscal year ended November 30, 2011 have been reclassified among the components of net assets based on their tax basis treatment as follows:

Accumulated Net Investment Loss	Accumulated Net Realized Gain			Paid-in Capital
$4,679,072	$	(6,840,043	)	$	2,160,971

The permanent differences are attributable to the tax treatment of net investment losses, certain distributions, and certain securities.

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed by the President of the United States. 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 fiscal year ended November 30, 2011 were as follows:

Purchases	Sales
$820,665,952	$	882,399,412

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

27

Notes to Financial Statements (continued)

8.    LINE OF CREDIT

The Fund and certain other funds managed by Lord Abbett have available an unsecured revolving credit facility (“Facility”) from State Street Bank and Trust Company (“SSB”), to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. The Facility is renewed annually under terms that depend on market conditions at the time of the renewal. The amount available under the Facility is $200,000,000.

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% of the amount available under the facility. Each participating fund pays its pro rata share based on the net assets of each participating fund. This amount is included in Other expenses on the Funds’ Statements of Operations. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. During the fiscal year ended November 30, 2011, a participating fund managed by Lord Abbett utilized the Facility and fully repaid its borrowings. As of November 30, 2011, there were no loans outstanding pursuant to this Facility.

Effective February 3, 2012, the Fund and certain other funds managed by Lord Abbett will enter into a short term extension of the Facility through March 31, 2012.

9.    CUSTODIAN AND ACCOUNTING AGENT

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

10.    INVESTMENT RISKS

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

These factors can affect the Fund’s performance.

28

Notes to Financial Statements (concluded)

11.    SUMMARY OF CAPITAL TRANSACTIONS

Transactions in shares of capital stock were as follows:

	Year Ended November 30, 2011						Year Ended November 30, 2010
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		3,077,795		$	72,555,058			2,954,687		$	55,825,409
Converted from Class B*		312,175			6,967,069			406,020			7,658,205
Shares reacquired		(6,318,770	)		(139,782,898	)		(6,382,181	)		(119,847,201	)
Decrease		(2,928,800	)	$	(60,260,771	)		(3,021,474	)	$	(56,363,587	)
Class B Shares
Shares sold		59,728		$	1,239,607			164,783		$	2,802,208
Shares reacquired		(449,034	)		(9,262,289	)		(769,144	)		(13,327,711	)
Converted to Class A*		(344,041	)		(6,967,069	)		(444,512	)		(7,658,205	)
Decrease		(733,347	)	$	(14,989,751	)		(1,048,873	)	$	(18,183,708	)
Class C Shares
Shares sold		537,376		$	11,176,985			643,328		$	11,056,493
Shares reacquired		(809,005	)		(16,510,812	)		(1,405,732	)		(24,092,411	)
Decrease		(271,629	)	$	(5,333,827	)		(762,404	)	$	(13,035,918	)
Class F Shares
Shares sold		438,014		$	10,076,671			447,344		$	8,658,142
Shares reacquired		(271,341	)		(5,975,330	)		(73,101	)		(1,390,312	)
Increase		166,673		$	4,101,341			374,243		$	7,267,830
Class I Shares
Shares sold		2,094,748		$	46,313,790			228,641		$	4,305,691
Shares reacquired		(1,776,401	)		(40,441,214	)		(173,266	)		(3,462,347	)
Increase		318,347		$	5,872,576			55,375		$	843,344
Class P Shares
Shares sold		130,176		$	2,917,641			107,715		$	2,045,506
Shares reacquired		(146,203	)		(3,303,252	)		(248,560	)		(4,524,049	)
Decrease		(16,027	)	$	(385,611	)		(140,845	)	$	(2,478,543	)
Class R2 Shares
Shares sold		57,144		$	1,289,718			28,416		$	533,759
Shares reacquired		(48,279	)		(1,011,558	)		(31,488	)		(584,683	)
Increase (decrease)		8,865		$	278,160			(3,072	)	$	(50,924	)
Class R3 Shares
Shares sold		1,202,894		$	27,008,838			806,893		$	15,213,389
Shares reacquired		(649,689	)		(15,190,414	)		(247,061	)		(4,655,185	)
Increase		553,205		$	11,818,424			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.

29

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Lord Abbett Growth Opportunities Fund, one of the portfolios constituting the Lord Abbett Research Fund, Inc., (the “Company”) as of November 30, 2011, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2011, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Lord Abbett Growth Opportunities Fund, one of the portfolios of Lord Abbett Research Fund, Inc. as of November 30, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

New York, New York

January 26, 2012

30

Basic Information About Management

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

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

Interested Directors

The following Directors are associated with Lord Abbett and are “interested persons” of the Company as defined in the Act. Mr. Dow and Ms. Foster are officers and directors or trustees of each of the 13 Lord Abbett-sponsored funds, which consist of 57 portfolios or series.

Name, Address and Year of Birth	Current Position and Length of Service with the Company	Principal Occupation and Other Directorships During Past Five Years
Robert S. Dow Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1945)	Director and Chairman since 1996	Principal Occupation: Senior Partner of Lord Abbett (since 2007) and was formerly Managing Partner (1996 - 2007) and Chief Investment Officer (1995 - 2007), joined Lord Abbett in 1972. Other Directorships: None.
Daria L. Foster Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1954)	Director and President since 2006	Principal Occupation: Managing Partner of Lord Abbett (since 2007), and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990. Other Directorships: None.

Independent Directors

The following Independent Directors also are directors or trustees of each of the 13 Lord Abbett-sponsored funds, which consist of 57 portfolios or series.

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

31

Basic Information About Management (continued)

Name, Address and Year of Birth	Current Position and Length of Service with the Company	Principal Occupation and Other Directorships During Past Five Years
Robert B. Calhoun, Jr. Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1942)	Director since 1998	Principal Occupation: Senior Advisor of Monitor Clipper Partners, a private equity investment fund (since 1997); President of Clipper Asset Management Corp. (1991 - 2009). Other Directorships: Previously served as a director of Interstate Bakeries Corp. (1991 - 2008).
Evelyn E. Guernsey Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1955)	Director since 2011	Principal Occupation: CEO, Americas of J.P. Morgan Asset Management (2004 - 2010). Other Directorships: None.
Julie A. Hill Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1946)	Director since 2004	Principal Occupation: Owner and CEO of The Hill Company, a business consulting firm (since 1998). Other Directorships: Currently serves as director of WellPoint, Inc., a health benefits company (since 1994). Previously served as a director of Resources Connection, Inc., a consulting firm (2004 - 2007).
Franklin W. Hobbs Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2001	Principal Occupation: Advisor of One Equity Partners, a private equity firm (since 2004). Other Directorships: Currently serves as a director and Chairman of the Board of Ally Financial Inc., a financial services firm (since 2009) and as a director of Molson Coors Brewing Company (since 2002).
Thomas J. Neff Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1937)	Director since 1992	Principal Occupation: Chairman of Spencer Stuart (U.S.), an executive search consulting firm (since 1996). Other Directorships: Currently serves as director of Ace, Ltd. (since 1997). Previously served as a director of Hewitt Associates, Inc. (2004 - 2010).
James L.L. Tullis Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2006	Principal Occupation: CEO of Tullis-Dickerson and Co. Inc., a venture capital management firm (since 1990). Other Directorships: Currently serves as director of Crane Co. (since 1998). Previously served as a director of ViaCell, Inc. (2003 - 2007).

32

Basic Information About Management (continued)

Officers

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

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

33

Basic Information About Management (concluded)

Name and Year of Birth	Current Position with the Company	Length of Service of Current Position	Principal Occupation During Past Five Years
John K. Forst (1960)	Vice President and Assistant Secretary	Elected in 2005	Deputy General Counsel, joined Lord Abbett in 2004.
Lawrence H. Kaplan (1957)	Vice President and Secretary	Elected in 1997	Partner and General Counsel, joined Lord Abbett in 1997.
Deepak Khanna (1963)	Vice President	Elected in 2008	Partner and Portfolio Manager, rejoined Lord Abbett in 2007 from Jennison Associates LLC (2005 - 2007). Mr. Khanna’s former experience at Lord Abbett included Senior Research Analyst – other investment strategies (2000 - 2005).
David J. Linsen (1974)	Vice President	Elected in 2008	Partner and Director, joined Lord Abbett in 2001.
A. Edward Oberhaus, III (1959)	Vice President	Elected in 1996	Partner and Director, joined Lord Abbett in 1983.
Todor I. Petrov (1974)	Vice President	Elected in 2008	Portfolio Manager, joined Lord Abbett in 2003.
Thomas R. Phillips (1960)	Vice President and Assistant Secretary	Elected in 2008	Partner and Deputy General Counsel, joined Lord Abbett in 2006.
Randy M. Reynolds (1972)	Vice President	Elected in 2008	Portfolio Manager, joined Lord Abbett in 1999.
Lawrence B. Stoller (1963)	Vice President and Assistant Secretary	Elected in 2007	Partner and Senior Deputy General Counsel, joined Lord Abbett in 2007 and was formerly an Executive Vice President and the General Counsel at Cohen & Steers Capital Management, Inc. (1999 - 2007).
Francis T. Timons (1969)	Vice President	Elected in 2010	Portfolio Manager, joined Lord Abbett in 2007 and was formerly a Research Analyst at Robert W. Baird & Co. (2004 - 2007).
Bernard J. Grzelak (1971)	Treasurer	Elected in 2003	Partner and Director of Fund Administration, joined Lord Abbett in 2003.

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

34

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 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).

35

This page is intentionally left blank.

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

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

Lord Abbett Research Fund, Inc.

Lord Abbett Growth Opportunities Fund

LAGOF-2-1111

(01/12)

2011

LORD ABBETT

ANNUAL

REPORT    

Lord Abbett

Classic Stock Fund

Small Cap Value Fund

For the fiscal year ended November 30, 2011

Lord Abbett Research Fund

Lord Abbett Classic Stock Fund

and Lord Abbett Small Cap Value Fund

Annual Report

For the fiscal year ended November 30, 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 overview of the performance of the Funds for the fiscal year ended November 30, 2011. On this page and the following pages, we discuss the major factors that influenced fiscal year performance. For detailed and more timely information about the Funds, please visit our Website at www.lordabbett.com, where you also can access the quarterly commentaries that provide updates on each Fund’s performance and other portfolio related updates.

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

Best regards,

Robert S. Dow

Chairman

Classic Stock Fund

For the fiscal year ended November 30, 2011, the Fund returned -1.86%, reflecting performance at the net asset value (NAV) of Class A shares, with all distributions reinvested, compared to its benchmark, the Russell 1000^® Index,¹ which returned 7.38% over the same period.

During the 12-month period, global economic and geopolitical environment contributed to the erosion of business and consumer confidence in the economy, which resulted in the sell-off of the market following the Standard & Poor’s downgrade of U.S. debt downgrade in August 2011. The continuing challenges involving European sovereign debt and failure of the super-committee in the U.S. Congress created additional market uncertainty. Despite these challenges, positive economic reports have eased investor fears of a double-dip recession in the United States. The renewed belief that the U.S. economy would progress slowly,

1

yet positively, encouraged investors to return to the equity market, resulting in an equity market rally during October. Equity markets again reacted positively late November to news that coordinated efforts by the world’s central banks, including the European Central Bank and the U.S. Federal Reserve, have eased liquidity pressures on European banks.

The Fund’s performance was hurt most by adverse stock selection within the consumer discretionary sector during the period. Cruise company Carnival Corp. suffered as high fuel costs cut into its revenue, along with itinerary changes due to the unrest in the Middle East and North Africa. Shares of Marriott International, Inc., a hotel operator, and shares of casino operator MGM Mirage, Inc. dropped due to investors’ concerns that consumers would cut back on spending due to the uncertain economic environment. In addition, poor stock selection within the information technology sector detracted from Fund performance. Monster Worldwide, Inc., an online employment services company, suffered upon news that unemployment benefits had risen higher than had been anticipated.

Sector weighting within telecommunication services and energy were the largest contributors to Fund performance during the period, both of which were stronger performing sectors. In addition, select holdings contributed to the Fund’s performance. Shares of aerospace manufacturer Goodrich Corp. rose due to high demand for its aircraft equipment from companies that make large commercial aircraft and news that United Technologies Corp. agreed to acquire the company at a significant premium. Union Pacific Corp., a provider of rail transportation services in North America, benefited from increased freight volumes that resulted from the healing economy and from core pricing gains.

Small Cap Value Fund

For the fiscal year ended November 30, 2011, the Fund returned 2.60%, reflecting performance at the net asset value (NAV) of Class A shares, with all distributions reinvested, compared to its benchmark, the Russell 2000^® Value Index,² which returned 0.77% over the same period.

The 12-month period saw extreme volatility in the equity markets, resulting in positive returns. The market was mostly positive for the first five months, reacting to strong corporate earnings. The market took a turn for the worse in May 2011 as investors grappled with a downgrade of U.S. debt, political uncertainty in the United States and Europe, and concerns about economic growth and consumer confidence. The last few months have been choppy, as investors have gained and lost confidence that the European debt crisis would be resolved.

The Fund outperformed during the period due to overall stock selection. Industrials holdings Chicago Bridge & Iron Co. NV and Hexcel Corp. and health care

2

holdings HealthSpring, Inc. and American Medical System Holdings, Inc. were among the best overall contributors to Fund performance. Chicago Bridge & Iron Company N.V., a construction services company, benefited from strong backlog and new awards growth. The company raised its 2011 fiscal year guidance in July. Hexcel Corp., a manufacturer of composites for use in aerospace, space and defense, and industrial applications, beat quarterly expectations throughout the period, aided by strength within commercial aerospace. HealthSpring, Inc., a managed care organization focusing on Medicare, beat quarterly expectations throughout the period. Shares of the company traded at a premium following the October 2011 announcement that it would be acquired by CIGNA Corporation, a global health service organization. Shares of American Medical Systems Holdings Inc., a medical technology solutions company, also traded at a premium following the April announcement that it would be acquired by Endo Pharmaceuticals Holdings Inc., a specialty health care solutions company.

Notable detractors from the overall Fund performance include health care holding Gentiva Health Services, Inc., materials holding Ferro Corp., and consumer discretionary holding Pacific Sunwear of California. Shares of Gentiva Health Services, Inc., a home health care services provider, traded down amid fears of cuts in home health care and Medicare reimbursement rates, which led us to exit the position in August 2011. Ferro Corp., a specialty materials and chemicals producer, started the year off strong after announcing a solid fourth quarter, aided by increased sales and improving margins. First quarter results also slightly beat expectations; however, the company saw a slowdown in demand for its solar product. Second quarter earnings were below expectations due in part to demand shortfall. We exited the position in September 2011, on concerns that these trends would continue. Pacific Sunwear of California, a specialty clothing retailer, lowered its earnings guidance in January for its fiscal fourth quarter due in part to lower than expected holiday sales. In March, the company announced a disappointing outlook for its fiscal first quarter 2011. We exited the position in late March 2011 because we lost confidence in the company’s ability to perform during a difficult retail environment. An underweight within the utilities sector, which was among the best performing sectors within the Russell 2000^® Value Index, also detracted from the Fund’s relative performance.

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

3

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

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

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

Important Performance and Other Information

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

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

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

The annual commentary above discusses the views of the Funds’ management and various portfolio holdings of the Funds as of November 30, 2011. These views and portfolio holdings may have changed after this date. Information provided in the commentary is not a recommendation to buy or sell securities. Because the Funds’ portfolio is actively managed and may change significantly, the Funds may no longer own the securities described above or may have otherwise changed their positions in the securities. For more recent information about the Funds’ portfolio holdings, please visit www.lordabbett.com.

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

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

4

Classic Stock Fund

Investment Comparison

Below is a comparison of a $10,000 investment in Class A shares with the same investment in the Russell 1000^® Index and the S&P 500^® Index, assuming reinvestment of all dividends and distributions. The performance of other classes will be greater than or less than the performance shown in the graph below due to different sales loads and expenses applicable to such classes. The graph and performance table below do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. During certain periods, expenses of the Fund have been waived or reimbursed by Lord Abbett; without such waiver or reimbursement of expenses, the Fund’s returns would have been lower. Past performance is no guarantee of future results.

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended November 30, 2011

	1 Year		5 Years		10 Years		Life of Class
Class A3		-7.51%		-0.98%		2.54%		–
Class B4		-6.37%		-0.63%		2.61%		–
Class C5		-2.46%		-0.44%		2.51%		–
Class F6		-1.61%		–		–		-2.61%
Class I7		-1.52%		0.55%		3.51%		–
Class P7		-1.97%		0.10%		3.07%		–
Class R28		-2.09%		–		–		-2.87%
Class R39		-2.00%		–		–		-2.98%

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

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

³    Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended November 30, 2011, is calculated using the SEC-required uniform method to compute such return.

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

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

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

⁷    Performance is at net asset value.

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

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

5

Small Cap Value Fund

Investment Comparison

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

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended November 30, 2011

	1 Year		5 Years		10 Years		Life of Class
Class A3		-3.29%		1.85%		9.67%		–
Class B4		-2.13%		2.21%		9.73%		–
Class C5		1.87%		2.35%		9.60%		–
Class F6		2.76%		–		–		1.15%
Class I7		2.84%		3.37%		10.67%		–
Class P7		2.41%		2.91%		10.18%		–
Class R28		2.26%		–		–		3.64%
Class R39		2.41%		–		–		3.73%

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

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

³    Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended November 30, 2011, is calculated using the SEC-required uniform method to compute such return.

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

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

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

⁷    Performance is at net asset value.

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

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

6

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 the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2011 through November 30, 2011).

Actual Expenses

For each class of each Fund, the first line of the tables on the following pages provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading titled “Expenses Paid During Period 6/1/11 – 11/30/11” 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 tables on the following pages provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not each 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.

7

Classic Stock Fund

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

	Beginning Account Value		Ending Account Value		Expenses Paid During Period†
	6/1/11		11/30/11		6/1/11 - 11/30/11
Class A
Actual	$	1,000.00	$	889.00	$	4.64
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.15	$	4.96
Class B
Actual	$	1,000.00	$	886.40	$	7.71
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.90	$	8.24
Class C
Actual	$	1,000.00	$	886.40	$	7.66
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.96	$	8.19
Class F
Actual	$	1,000.00	$	890.20	$	3.46
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,021.40	$	3.70
Class I
Actual	$	1,000.00	$	890.80	$	2.99
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,021.90	$	3.19
Class P
Actual	$	1,000.00	$	888.80	$	5.11
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.64	$	5.47
Class R2
Actual	$	1,000.00	$	888.40	$	5.82
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.89	$	6.23
Class R3
Actual	$	1,000.00	$	888.50	$	5.35
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.42	$	5.72

^†  For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (0.98% for Class A, 1.63% for Class B, 1.62% for Class C, 0.73% for Class F, 0.63% for Class I, 1.08% for Class P, 1.23% for Class R2 and 1.13% for Class R3) multiplied by the average account value over the period, multiplied by 183/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

November 30, 2011

Sector*	%**		Sector*	%**
Consumer Discretionary		10.49%	Information Technology		19.67%
Consumer Staples		8.07%	Materials		6.82%
Energy		12.93%	Telecommunication Services		2.89%
Financials		13.42%	Utilities		1.47%
Health Care		11.36%	Short-Term Investment		0.72%
Industrials		12.16%	Total		100.00%

* A sector may comprise several industries.

** Represents percent of total investments.

8

Small Cap Value Fund

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

	Beginning Account Value		Ending Account Value		Expenses Paid During Period†
	6/1/11		11/30/11		6/1/11 - 11/30/11
Class A
Actual	$	1,000.00	$	875.80	$	5.97
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.72	$	6.43
Class B
Actual	$	1,000.00	$	872.70	$	9.20
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.24	$	9.90
Class C
Actual	$	1,000.00	$	872.60	$	9.20
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.24	$	9.90
Class F
Actual	$	1,000.00	$	876.70	$	5.03
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.73	$	5.42
Class I
Actual	$	1,000.00	$	876.80	$	4.52
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.23	$	4.86
Class P
Actual	$	1,000.00	$	874.90	$	6.63
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.97	$	7.13
Class R2
Actual	$	1,000.00	$	874.40	$	7.38
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.22	$	7.94
Class R3
Actual	$	1,000.00	$	874.90	$	6.82
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.80	$	7.33

^†  For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.27% for Class A, 1.96% for Classes B and C, 1.07% for Class F, 0.96% for Class I, 1.41% for Class P, 1.57% for Class R2 and 1.45% for Class R3) multiplied by the average account value over the period, multiplied by 183/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

November 30, 2011

Sector*	%**		Sector*	%**
Consumer Discretionary		10.03%	Information Technology		16.46%
Consumer Staples		0.70%	Materials		9.67%
Energy		6.93%	Utilities		0.89%
Financials		19.71%	Short-Term Investment		1.46%
Health Care		7.12%	Total		100.00%
Industrials		27.03%

* A sector may comprise several industries.

** Represents percent of total investments.

9

Schedule of Investments

CLASSIC STOCK FUND November 30, 2011

Investments	Shares		Fair Value (000)
COMMON STOCKS 98.68%
Aerospace & Defense 4.29%
Boeing Co. (The)		78,596	$	5,399
Goodrich Corp.		79,000		9,639
Honeywell International, Inc.		140,800		7,624
Precision Castparts Corp.		49,900		8,221
United Technologies Corp.		138,900		10,640
Total				41,523
Automobiles 0.61%
Ford Motor Co.*		553,500		5,867
Beverages 2.34%
Coca-Cola Co. (The)		138,900		9,338
PepsiCo, Inc.		207,100		13,255
Total				22,593
Biotechnology 0.79%
Celgene Corp.*		45,200		2,851
Gilead Sciences, Inc.*		61,024		2,432
Human Genome Sciences, Inc.*		302,900		2,323
Total				7,606
Capital Markets 3.07%
Franklin Resources, Inc.		16,000		1,613
Goldman Sachs Group, Inc. (The)		128,500		12,318
Morgan Stanley		365,100		5,400
State Street Corp.		58,700		2,328
T. Rowe Price Group, Inc.		141,600		8,037
Total				29,696
Chemicals 4.58%
Celanese Corp. Series A		152,500		7,090
CF Industries Holdings, Inc.		17,100		2,390
Dow Chemical Co. (The)		350,700		9,718
E.I. du Pont de Nemours & Co.		105,600		5,039
LyondellBasell Industries NV Class A (Netherlands)(a)		108,900	$	3,558
Monsanto Co.		82,845		6,085
Mosaic Co. (The)		157,100		8,289
Potash Corp. of Saskatchewan, Inc. (Canada)(a)		49,500		2,145
Total				44,314
Commercial Banks 4.39%
Fifth Third Bancorp		542,700		6,561
PNC Financial Services Group, Inc. (The)		140,600		7,622
Regions Financial Corp.		699,000		2,873
SunTrust Banks, Inc.		179,100		3,247
U.S. Bancorp		325,900		8,447
Wells Fargo & Co.		528,600		13,670
Total				42,420
Communications Equipment 2.40%
Cisco Systems, Inc.		250,100		4,662
QUALCOMM, Inc.		338,400		18,544
Total				23,206
Computers & Peripherals 6.85%
Apple, Inc.*		114,900		43,915
Dell, Inc.*		555,000		8,747
EMC Corp.*		457,900		10,536
Hewlett-Packard Co.		110,251		3,081
Total				66,279
Construction & Engineering 0.67%
Fluor Corp.		118,300		6,485
Consumer Finance 1.12%
Capital One Financial Corp.		243,200		10,861
Diversified Financial Services 2.07%
Bank of America Corp.		520,648		2,832
Citigroup, Inc.		185,880		5,108

See Notes to Financial Statements.

10

Schedule of Investments (continued)

CLASSIC STOCK FUND November 30, 2011

Investments	Shares		Fair Value (000)
Diversified Financial Services (continued)
JPMorgan Chase & Co.		391,028	$	12,110
Total				20,050
Diversified Telecommunication Services 2.87%
AT&T, Inc.		374,202		10,844
CenturyLink, Inc.		196,700		7,380
Verizon Communications, Inc.		252,100		9,512
Total				27,736
Electric: Utilities 0.67%
NextEra Energy, Inc.		59,832		3,317
Progress Energy, Inc.		59,100		3,214
Total				6,531
Electrical Equipment 1.25%
Emerson Electric Co.		231,878		12,116
Electronic Equipment, Instruments & Components 0.37%
Corning, Inc.		270,803		3,594
Energy Equipment & Services 2.33%
National Oilwell Varco, Inc.		58,000		4,159
Schlumberger Ltd.		196,475		14,800
Weatherford International Ltd. (Switzerland)*(a)		237,000		3,593
Total				22,552
Food & Staples Retailing 1.07%
CVS Caremark Corp.		209,748		8,147
Wal-Mart Stores, Inc.		37,100		2,185
Total				10,332
Food Products 0.94%
Kellogg Co.		184,600		9,075
Health Care Equipment & Supplies 1.04%
Baxter International, Inc.		194,987		10,073
Health Care Providers & Services 3.06%
Express Scripts, Inc.*		270,500	$	12,348
HCA Holdings, Inc.*		136,100		3,318
UnitedHealth Group, Inc.		241,400		11,773
WellPoint, Inc.		30,200		2,131
Total				29,570
Health Care Technology 0.47%
SXC Health Solutions Corp.*		77,600		4,564
Hotels, Restaurants & Leisure 3.31%
Carnival Corp.		120,300		3,994
Hyatt Hotels Corp. Class A*		109,339		3,902
Marriott International, Inc. Class A		111,778		3,423
MGM Resorts International*		779,600		8,022
Starwood Hotels & Resorts Worldwide, Inc.		89,200		4,253
Wynn Resorts Ltd.		69,600		8,391
Total				31,985
Household Products 2.87%
Colgate-Palmolive Co.		106,455		9,741
Procter & Gamble Co. (The)		278,597		17,989
Total				27,730
Industrial Conglomerates 0.99%
General Electric Co.		603,300		9,599
Information Technology Services 0.54%
MasterCard, Inc. Class A		14,000		5,244
Insurance 1.90%
Chubb Corp. (The)		82,500		5,564
MetLife, Inc.		179,400		5,647
Prudential Financial, Inc.		140,800		7,130
Total				18,341

See Notes to Financial Statements.

11

Schedule of Investments (continued)

CLASSIC STOCK FUND November 30, 2011

Investments	Shares		Fair Value (000)
Internet & Catalog Retail 0.14%
Amazon.com, Inc.*		7,200	$	1,385
Internet Software & Services 3.05%
Google, Inc. Class A*		37,900		22,717
Monster Worldwide, Inc.*		929,004		6,791
Total				29,508
Machinery 2.16%
Caterpillar, Inc.		50,600		4,953
Dover Corp.		108,600		5,970
Eaton Corp.		78,500		3,525
PACCAR, Inc.		158,700		6,438
Total				20,886
Media 2.24%
Interpublic Group of Cos., Inc. (The)		964,400		9,046
Time Warner, Inc.		189,600		6,602
Walt Disney Co. (The)		167,137		5,992
Total				21,640
Metals & Mining 2.20%
Freeport-McMoRan Copper & Gold, Inc.		227,630		9,014
Newmont Mining Corp.		70,000		4,821
Reliance Steel & Aluminum Co.		67,700		3,325
United States Steel Corp.		150,800		4,117
Total				21,277
Multi-Line Retail 0.94%
Macy’s, Inc.		88,500		2,861
Target Corp.		119,157		6,280
Total				9,141
Multi-Utilities 0.78%
Dominion Resources, Inc.		88,300		4,558
PG&E Corp.		76,800		2,983
Total				7,541
Oil, Gas & Consumable Fuels 10.52%
Anadarko Petroleum Corp.		107,500	$	8,737
Apache Corp.		62,400		6,205
Cabot Oil & Gas Corp.		39,500		3,499
Chevron Corp.		145,200		14,929
Continental Resources, Inc.*		75,600		5,337
Devon Energy Corp.		54,061		3,539
EOG Resources, Inc.		26,200		2,718
EQT Corp.		36,000		2,232
Exxon Mobil Corp.		243,415		19,580
Hess Corp.		153,600		9,250
Noble Energy, Inc.		32,600		3,207
Occidental Petroleum Corp.		80,200		7,932
Range Resources Corp.		35,400		2,539
Southwestern Energy Co.*		79,800		3,036
Suncor Energy, Inc. (Canada)(a)		300,793		9,030
Total				101,770
Pharmaceuticals 5.94%
Abbott Laboratories		140,600		7,670
Johnson & Johnson		312,500		20,225
Merck & Co., Inc.		286,300		10,235
Pfizer, Inc.		961,700		19,301
Total				57,431
Real Estate Investment Trusts 0.79%
Host Hotels & Resorts, Inc.		541,761		7,666
Road & Rail 2.72%
Hertz Global Holdings, Inc.*		552,900		6,253
Union Pacific Corp.		194,100		20,072
Total				26,325
Semiconductors & Semiconductor Equipment 2.29%
Broadcom Corp. Class A*		108,000		3,277
Intel Corp.		390,700		9,732

See Notes to Financial Statements.

12

Schedule of Investments (concluded)

CLASSIC STOCK FUND November 30, 2011

Investments	Shares		Fair Value (000)
Semiconductors & Semiconductor Equipment (continued)
Micron Technology, Inc.*		747,700	$	4,479
Texas Instruments, Inc.		154,400		4,648
Total				22,136
Software 4.05%
Activision Blizzard, Inc.		36,826		458
Adobe Systems, Inc.*		266,753		7,314
Microsoft Corp.		565,400		14,463
Oracle Corp.		282,900		8,869
VMware, Inc. Class A*		83,400		8,063
Total				39,167
Specialty Retail 2.58%
Dick’s Sporting Goods, Inc.*		362,225		14,239
Home Depot, Inc. (The)		272,400		10,684
Total				24,923
Textiles, Apparel & Luxury Goods 0.61%
Coach, Inc.		61,800		3,868
PVH Corp.		30,200		2,050
Total				5,918
Tobacco 0.81%
Altria Group, Inc.		274,600		7,878
Total Common Stocks (cost $794,978,085)				954,534

Investments	Principal Amount (000)		Fair Value (000)
SHORT-TERM INVESTMENT 0.71%
Repurchase Agreement
Repurchase Agreement dated 11/30/2011, 0.01% due 12/1/2011 with Fixed Income Clearing Corp. collateralized by $6,880,000 of Federal Home Loan Bank at 1.75% due 8/22/2012; value: $6,991,800; proceeds: $6,849,983 (cost $6,849,981)	$	6,850	$	6,850
Total Investments in Securities 99.39% (cost $801,828,066)				961,384
Cash and Other Assets in Excess of Liabilities 0.61%				5,890
Net Assets 100.00%			$	967,274

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

See Notes to Financial Statements.

13

Schedule of Investments

SMALL CAP VALUE FUND November 30, 2011

Investments	Shares		Fair Value (000)
COMMON STOCKS 97.84%
Aerospace & Defense 2.75%
AAR Corp.		1,418,764	$	25,907
Hexcel Corp.*		1,544,173		38,481
Moog, Inc. Class A*		865,262		36,185
Total				100,573
Air Freight & Logistics 1.34%
Atlas Air Worldwide Holdings, Inc.*		615,200		25,992
Hub Group, Inc. Class A*		769,645		22,920
Total				48,912
Capital Markets 0.69%
Stifel Financial Corp.*		800,800		25,385
Chemicals 3.93%
Cabot Corp.		2,109,500		69,993
Koppers Holdings, Inc.(a)		1,203,100		39,738
Olin Corp.		1,794,800		34,101
Total				143,832
Commercial Banks 9.14%
City National Corp.		798,700		33,881
Columbia Banking System, Inc.		1,736,576		31,258
CVB Financial Corp.		3,919,800		38,532
First Financial Bancorp		1,681,100		26,696
IBERIABANK Corp.		756,800		37,704
PacWest Bancorp		1,529,100		28,564
Signature Bank*		719,874		42,062
Susquehanna Bancshares, Inc.		3,553,300		28,142
SVB Financial Group*		629,600		29,617
Texas Capital Bancshares, Inc.*		1,315,354		37,961
Total				334,417
Commercial Services & Supplies 0.73%
Korn/Ferry International*		1,584,800	$	26,672
Construction & Engineering 2.93%
Chicago Bridge & Iron Co. NV (Netherlands)(b)		1,766,000		73,024
EMCOR Group, Inc.		1,328,100		34,039
Total				107,063
Containers & Packaging 2.63%
AptarGroup, Inc.		564,900		28,691
Greif, Inc. Class A		761,787		35,515
Silgan Holdings, Inc.		824,654		32,112
Total				96,318
Electrical Equipment 1.31%
II-VI, Inc.*		1,168,630		22,870
Regal Beloit Corp.		476,760		25,106
Total				47,976
Electronic Equipment, Instruments & Components 7.31%
Anixter International, Inc.*		757,902		46,543
Cognex Corp.		893,500		31,871
Coherent, Inc.*		796,700		40,472
Elster Group SE ADR*		1,436,300		18,499
Littelfuse, Inc.		1,000,334		46,756
Plexus Corp.*		146,514		3,978
Rogers Corp.*		633,335		25,143
ScanSource, Inc.*(a)		1,547,727		54,341
Total				267,603
Energy Equipment & Services 6.12%
Bristow Group, Inc.		703,169		32,388
C&J Energy Services, Inc.*		920,100		18,071
Complete Production Services, Inc.*		1,184,900		41,317

See Notes to Financial Statements.

14

Schedule of Investments (continued)

SMALL CAP VALUE FUND November 30, 2011

Investments	Shares		Fair Value (000)
Energy Equipment & Services (continued)
GulfMark Offshore, Inc. Class A*		762,077	$	34,164
Key Energy Services, Inc.*		2,511,400		37,922
Lufkin Industries, Inc.		331,100		23,203
Superior Energy Services, Inc.*		1,242,698		36,921
Total				223,986
Food Products 0.70%
Dole Food Co., Inc.*		3,019,226		25,513
Gas Utilities 0.88%
New Jersey Resources Corp.		680,500		32,195
Health Care Equipment & Supplies 1.59%
Haemonetics Corp.*		467,100		27,667
Invacare Corp.		1,489,300		30,590
Total				58,257
Health Care Providers & Services 3.39%
Centene Corp.*		894,524		34,627
HealthSpring, Inc.*		951,200		51,955
Mednax, Inc.*		558,000		37,609
Total				124,191
Hotels, Restaurants & Leisure 2.32%
Cheesecake Factory, Inc. (The)*		1,203,900		34,142
Gaylord Entertainment Co.*		1,196,692		25,394
Orient-Express Hotels Ltd. Class A*		3,510,400		25,240
Total				84,776
Information Technology Services 2.55%
FleetCor Technologies, Inc.*		1,299,624		36,909
MAXIMUS, Inc.		1,359,778		56,567
Total				93,476
Insurance 3.50%
Alterra Capital Holdings Ltd.		2,235,080	$	51,295
Navigators Group, Inc. (The)*(a)		839,600		39,201
Validus Holdings Ltd.		1,245,900		37,489
Total				127,985
Life Sciences Tools & Services 0.90%
PAREXEL International Corp.*		1,645,600		32,994
Machinery 4.14%
Kennametal, Inc.		801,200		30,534
Titan International, Inc.		1,506,800		32,457
TriMas Corp.*(a)		1,734,101		35,393
WABCO Holdings, Inc.*		716,400		33,678
Watts Water Technologies, Inc. Class A		504,300		19,264
Total				151,326
Marine 0.86%
Kirby Corp.*		491,000		31,562
Metals & Mining 3.04%
Compass Minerals International, Inc.		489,400		37,513
Reliance Steel & Aluminum Co.		961,600		47,224
RTI International Metals, Inc.*		968,622		26,443
Total				111,180
Oil, Gas & Consumable Fuels 0.77%
SandRidge Energy, Inc.*		3,813,707		28,031
Pharmaceuticals 1.18%
Par Pharmaceutical Cos., Inc.*		1,332,000		43,170

See Notes to Financial Statements.

15

Schedule of Investments (continued)

SMALL CAP VALUE FUND November 30, 2011

Investments	Shares		Fair Value (000)
Professional Services 1.61%
FTI Consulting, Inc.*		778,100	$	33,373
TrueBlue, Inc.*		1,988,400		25,590
Total				58,963
Real Estate Investment Trusts 4.93%
Alexandria Real Estate Equities, Inc.		386,700		25,352
Brandywine Realty Trust		2,791,300		24,312
Duke Realty Corp.		2,047,300		23,749
Entertainment Properties Trust		1,072,400		47,936
Pebblebrook Hotel Trust		2,016,600		37,347
Weingarten Realty Investors		1,054,600		21,820
Total				180,516
Road & Rail 4.89%
Genesee & Wyoming, Inc. Class A*		565,326		34,524
Heartland Express, Inc.		2,494,814		34,304
Knight Transportation, Inc.		2,067,600		30,931
Ryder System, Inc.		1,047,900		54,784
Werner Enterprises, Inc.		1,043,800		24,467
Total				179,010
Semiconductors & Semiconductor Equipment 5.18%
Cabot Microelectronics Corp.*		663,052		27,563
Diodes, Inc.*		1,544,600		31,664
Hittite Microwave Corp.*		586,300		31,901
PMC-Sierra, Inc.*		4,213,500		23,554
Silicon Laboratories, Inc.*		916,600		39,615
Teradyne, Inc.*		2,623,400		35,311
Total				189,608
Software 1.30%
Jack Henry & Associates, Inc.		1,431,100	$	47,527
Specialty Retail 7.64%
Ascena Retail Group, Inc.*		1,215,261		33,444
Children’s Place Retail Stores, Inc. (The)*		701,000		37,763
Express, Inc.		997,000		22,622
Genesco, Inc.*		782,000		46,177
Jos. A. Bank Clothiers, Inc.*		752,300		37,073
Men’s Wearhouse, Inc. (The)		872,800		24,290
Penske Automotive Group, Inc.		1,919,800		38,953
Rent-A-Center, Inc.		1,092,016		39,258
Total				279,580
Thrifts & Mortgage Finance 1.31%
People’s United Financial, Inc.		2,679,348		33,358
Washington Federal, Inc.		1,106,800		14,399
Total				47,757
Trading Companies & Distributors 6.28%
Applied Industrial Technologies, Inc.		967,000		33,391
Beacon Roofing Supply, Inc.*		1,707,700		33,351
GATX Corp.		1,259,250		53,757
RSC Holdings, Inc.*		3,391,700		41,243
TAL International Group, Inc.		1,313,800		34,579
WESCO International, Inc.*		658,200		33,542
Total				229,863
Total Common Stocks (cost $2,953,020,985)				3,580,217

See Notes to Financial Statements.

16

Schedule of Investments (concluded)

SMALL CAP VALUE FUND November 30, 2011

Investments	Principal Amount (000)		Fair Value (000)
SHORT-TERM INVESTMENT 1.44%
Repurchase Agreement
Repurchase Agreement dated 11/30/2011, 0.01% due 12/1/2011 with Fixed Income Clearing Corp. collateralized by $53,900,000 of Federal Home Loan Bank at 0.38% due 8/22/2012; value: $53,967,375; proceeds: $52,905,541 (cost $52,905,526)	$	52,906	$	52,906
Total Investments in Securities 99.28% (cost $3,005,926,511)				3,633,123
Other Assets in Excess of Liabilities 0.72%				26,262
Net Assets 100.00%			$	3,659,385

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 9).
(b)	Foreign security traded in U.S. dollars.

See Notes to Financial Statements.

17

Statements of Assets and Liabilities

November 30, 2011

	Classic Stock Fund			Small Cap Value Fund
ASSETS:
Investments in unaffiliated issuers, at cost	$	801,828,066		$	2,867,979,398
Investments in affiliated issuers, at cost		–			137,947,113
Investments in unaffiliated issuers, at fair value	$	961,383,883		$	3,464,450,051
Investments in affiliated issuers, at fair value		–			168,673,013
Cash		63,113			–
Receivables:
Investment securities sold		6,408,103			36,906,403
Interest and dividends		3,314,550			4,610,911
Capital shares sold		500,732			2,227,156
From advisor (See Note 3)		240,783			–
Prepaid expenses and other assets		46,469			116,803
Total assets		971,957,633			3,676,984,337
LIABILITIES:
Payables:
Investment securities purchased		2,196,072			8,412,556
Capital shares reacquired		1,279,766			4,926,423
Management fee		549,992			2,133,074
12b-1 distribution fees		231,849			520,536
Directors’ fees		101,178			337,712
Fund administration		31,428			117,193
To affiliates (See Note 3)		41,565			31,369
Accrued expenses and other liabilities		252,138			1,120,061
Total liabilities		4,683,988			17,598,924
NET ASSETS	$	967,273,645		$	3,659,385,413
COMPOSITION OF NET ASSETS:
Paid-in capital	$	910,892,982		$	3,161,878,627
Undistributed (distributions in excess of) net investment income		7,237,919			(337,712	)
Accumulated net realized loss on investments and foreign currency related transactions		(110,412,986	)		(129,352,055	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		159,555,730			627,196,553
Net Assets	$	967,273,645		$	3,659,385,413

See Notes to Financial Statements.

18

Statements of Assets and Liabilities (concluded)

November 30, 2011

	Classic Stock Fund		Small Cap Value Fund
Net assets by class:
Class A Shares	$	498,545,416	$	1,470,063,755
Class B Shares	$	25,828,971	$	9,612,267
Class C Shares	$	69,263,201	$	41,597,063
Class F Shares	$	26,568,197	$	32,596,841
Class I Shares	$	327,603,370	$	1,855,748,427
Class P Shares	$	2,389,228	$	231,654,939
Class R2 Shares	$	2,771,150	$	7,204,878
Class R3 Shares	$	14,304,112	$	10,907,243
Outstanding shares by class:
Class A Shares (200 million and 300 million shares of common stock authorized, $.001 par value)		18,420,861		49,532,833
Class B Shares (30 million shares of common stock authorized, $.001 par value)		1,005,848		376,120
Class C Shares (20 million shares of common stock authorized, $.001 par value)		2,690,752		1,624,360
Class F Shares (30 million shares of common stock authorized, $.001 par value)		983,654		1,099,913
Class I Shares (30 million and 200 million shares of common stock authorized, $.001 par value)		12,056,608		58,986,335
Class P Shares (20 million and 50 million shares of common stock authorized, $.001 par value)		87,932		7,903,885
Class R2 Shares (30 million shares of common stock authorized, $.001 par value)		102,997		245,301
Class R3 Shares (30 million shares of common stock authorized, $.001 par value)		534,180		371,296
Net asset value, offering and redemption price per share (Net assets divided by outstanding shares):
Class A Shares-Net asset value		$27.06		$29.68
Class A Shares-Maximum offering price (Net asset value plus sales charge of 5.75%)		$28.71		$31.49
Class B Shares-Net asset value		$25.68		$25.56
Class C Shares-Net asset value		$25.74		$25.61
Class F Shares-Net asset value		$27.01		$29.64
Class I Shares-Net asset value		$27.17		$31.46
Class P Shares-Net asset value		$27.17		$29.31
Class R2 Shares-Net asset value		$26.91		$29.37
Class R3 Shares-Net asset value		$26.78		$29.38

See Notes to Financial Statements.

19

Statements of Operations

For the Year Ended November 30, 2011

	Classic Stock Fund			Small Cap Value Fund
Investment income:
Dividends from unaffiliated issuers (net of foreign withholding taxes of $112,788 and $45,143, respectively)	$	17,803,688		$	38,525,465
Dividends from affiliated issuers		–			1,960,623
Interest		3,095			15,529
Total investment income		17,806,783			40,501,617
Expenses:
Management fee		7,625,034			28,845,643
12b-1 distribution plan-Class A		1,974,287			5,037,793
12b-1 distribution plan-Class B		321,806			125,098
12b-1 distribution plan-Class C		819,786			464,295
12b-1 distribution plan-Class F		40,023			30,961
12b-1 distribution plan-Class P		14,130			1,220,987
12b-1 distribution plan-Class R2		15,920			23,260
12b-1 distribution plan-Class R3		66,197			44,621
Shareholder servicing		1,335,087			5,596,986
Professional		52,251			71,763
Reports to shareholders		88,239			201,569
Fund administration		438,946			1,591,180
Custody		12,497			63,527
Directors’ fees		8,006			28,613
Registration		128,390			165,702
Subsidy (See Note 3)		592,482			421,882
Other		34,964			109,345
Gross expenses		13,568,045			44,043,225
Expense reductions (See Note 7)		(814	)		(4,113	)
Management fee waived (See Note 3)		(3,401,686	)		–
Net expenses		10,165,545			44,039,112
Net investment income (loss)		7,641,238			(3,537,495	)
Net realized and unrealized gain (loss):
Net realized gain on investments and foreign currency related transactions in unaffiliated issuers		20,516,793			207,778,582
Net realized loss from investments in affiliated issuers		–			(7,622,370	)
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies		(46,616,390	)		(101,615,052	)
Net realized and unrealized gain (loss)		(26,099,597	)		98,541,160
Increase (Decrease) in Net Assets Resulting From Operations	$	(18,458,359	)	$	95,003,665

See Notes to Financial Statements.

20

Statements of Changes in Net Assets

	Classic Stock Fund
INCREASE (DECREASE) IN NET ASSETS	For the Year Ended November 30, 2011			For the Year Ended November 30, 2010
Operations:
Net investment income	$	7,641,238		$	4,641,452
Net realized gain (loss) on investments and foreign currency related transactions		20,516,793			(6,353,262	)
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies		(46,616,390	)		81,821,955
Net increase (decrease) in net assets resulting from operations		(18,458,359	)		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		184,377,138			237,299,674
Reinvestment of distributions		4,605,127			6,102,899
Cost of shares reacquired		(279,604,725	)		(249,911,507	)
Net decrease in net assets resulting from capital share transactions		(90,622,460	)		(6,508,934	)
Net increase (decrease) in net assets		(113,916,853	)		67,243,554
NET ASSETS:
Beginning of year	$	1,081,190,498		$	1,013,946,944
End of year	$	967,273,645		$	1,081,190,498
Undistributed net investment income	$	7,237,919		$	4,470,985

See Notes to Financial Statements.

21

Statements of Changes in Net Assets (concluded)

	Small Cap Value Fund
INCREASE (DECREASE) IN NET ASSETS	For the Year Ended November 30, 2011			For the Year Ended November 30, 2010
Operations:
Net investment income (loss)	$	(3,537,495	)	$	3,440,861
Net realized gain on investments in affiliated and unaffiliated issuers		200,156,212			290,044,038
Net change in unrealized appreciation/depreciation on investments		(101,615,052	)		485,527,770
Net increase in net assets resulting from operations		95,003,665			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		868,324,020			727,415,003
Reinvestment of distributions		4,629,503			–
Cost of shares reacquired		(995,392,612	)		(788,411,184	)
Net decrease in net assets resulting from capital share transactions		(122,439,089	)		(60,996,181	)
Net increase (decrease) in net assets		(32,365,943	)		718,016,488
NET ASSETS:
Beginning of year	$	3,691,751,356		$	2,973,734,868
End of year	$	3,659,385,413		$	3,691,751,356
Undistributed (distributions in excess of) net investment income	$	(337,712	)	$	3,055,553

See Notes to Financial Statements.

22

Financial Highlights

CLASSIC STOCK FUND

	Class A Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$27.67			$25.81			$20.90			$32.95			$30.64
Investment operations:
Net investment income(a)		.18			.11			.18			.21			.16
Net realized and unrealized gain (loss)		(.69	)		1.91			4.95			(9.98	)		3.40
Total from investment operations		(.51	)		2.02			5.13			(9.77	)		3.56
Distributions to shareholders from:
Net investment income		(.10	)		(.16	)		(.22	)		(.15	)		(.17	)
Net realized gain		–			–			–			(2.13	)		(1.08	)
Total distributions		(.10	)		(.16	)		(.22	)		(2.28	)		(1.25	)
Net asset value, end of year		$27.06			$27.67			$25.81			$20.90			$32.95
Total Return(b)		(1.86	)%		7.87	%		24.84	%		(31.78	)%		12.05	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.98	%		.98	%		1.15	%		1.30	%		1.30	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		.98	%		.98	%		1.15	%		1.30	%		1.30	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.29	%		1.30	%		1.37	%		1.33	%		1.31	%
Net investment income		.64	%		.42	%		.84	%		.77	%		.50	%
Supplemental Data:
Net assets, end of year (000)		$498,545			$569,479			$595,557			$494,847			$707,266
Portfolio turnover rate		27.97	%		24.10	%		55.20	%		36.96	%		44.97	%

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

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

See Notes to Financial Statements.

23

Financial Highlights (continued)

CLASSIC STOCK FUND

	Class B Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$26.33			$24.58			$19.86			$31.47			$29.34
Investment operations:
Net investment income (loss)(a)		(.01	)		(.06	)		.04			.03			(.05	)
Net realized and unrealized gain (loss)		(.64	)		1.82			4.72			(9.51	)		3.26
Total from investment operations		(.65	)		1.76			4.76			(9.48	)		3.21
Distributions to shareholders from:
Net investment income		–			(.01	)		(.04	)		–			–
Net realized gain		–			–			–			(2.13	)		(1.08	)
Total distributions		–			(.01	)		(.04	)		(2.13	)		(1.08	)
Net asset value, end of year		$25.68			$26.33			$24.58			$19.86			$31.47
Total Return(b)		(2.47	)%		7.16	%		24.04	%		(32.23	)%		11.29	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.62	%		1.63	%		1.80	%		1.95	%		1.95	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.62	%		1.63	%		1.80	%		1.95	%		1.95	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.93	%		1.95	%		2.02	%		1.98	%		1.96	%
Net investment income (loss)		(.03	)%		(.25	)%		.19	%		.11	%		(.15	)%
Supplemental Data:
Net assets, end of year (000)		$25,829			$35,937			$46,267			$43,374			$74,005
Portfolio turnover rate		27.97	%		24.10	%		55.20	%		36.96	%		44.97	%

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

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

See Notes to Financial Statements.

24

Financial Highlights (continued)

CLASSIC STOCK FUND

	Class C Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$26.39			$24.66			$19.94			$31.59			$29.44
Investment operations:
Net investment income (loss)(a)		–	(b)		(.06	)		.04			.03			(.05	)
Net realized and unrealized gain (loss)		(.65	)		1.82			4.74			(9.55	)		3.28
Total from investment operations		(.65	)		1.76			4.78			(9.52	)		3.23
Distributions to shareholders from:
Net investment income		–			(.03	)		(.06	)		–	(b)		–
Net realized gain		–			–			–			(2.13	)		(1.08	)
Total distributions		–			(.03	)		(.06	)		(2.13	)		(1.08	)
Net asset value, end of year		$25.74			$26.39			$24.66			$19.94			$31.59
Total Return(c)		(2.46	)%		7.15	%		24.08	%		(32.24	)%		11.32	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.61	%		1.63	%		1.80	%		1.95	%		1.95	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.61	%		1.63	%		1.80	%		1.95	%		1.95	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.92	%		1.95	%		2.02	%		1.98	%		1.96	%
Net investment income (loss)		.00	%(d)		(.23	)%		.18	%		.12	%		(.15	)%
Supplemental Data:
Net assets, end of year (000)		$69,263			$87,126			$89,787			$65,200			$94,948
Portfolio turnover rate		27.97	%		24.10	%		55.20	%		36.96	%		44.97	%

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

^(b)  Amount is less than $.01.

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

^(d)  Amount is less than .01%.

See Notes to Financial Statements.

25

Financial Highlights (continued)

CLASSIC STOCK FUND

	Class F Shares
	Year Ended 11/30												9/28/2007(a) to 11/30/2007
	2011			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)		.23			.19			.22			.32			.05
Net realized and unrealized gain (loss)		(.66	)		1.89			4.96			(10.02	)		(.61	)
Total from investment operations		(.43	)		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		$27.01			$27.62			$25.76			$20.88			$32.96
Total Return(c)		(1.61	)%		8.14	%		25.19	%		(31.64	)%		(1.67	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.73	%		.73	%		.86	%		1.05	%		.18	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		.73	%		.73	%		.86	%		1.04	%		.18	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.04	%		1.05	%		1.10	%		1.11	%		.19	%(d)
Net investment income		.81	%		.73	%		.96	%		1.25	%		.16	%(d)
Supplemental Data:
Net assets, end of period (000)		$26,568			$45,605			$10,723			$2,453			$10
Portfolio turnover rate		27.97	%		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.

26

Financial Highlights (continued)

CLASSIC STOCK FUND

	Class I Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$27.78			$25.90			$20.99			$33.08			$30.76
Investment operations:
Net investment income(a)		.29			.21			.26			.31			.26
Net realized and unrealized gain (loss)		(.70	)		1.91			4.96			(10.01	)		3.41
Total from investment operations		(.41	)		2.12			5.22			(9.70	)		3.67
Distributions to shareholders from:
Net investment income		(.20	)		(.24	)		(.31	)		(.26	)		(.27	)
Net realized gain		–			–			–			(2.13	)		(1.08	)
Total distributions		(.20	)		(.24	)		(.31	)		(2.39	)		(1.35	)
Net asset value, end of year		$27.17			$27.78			$25.90			$20.99			$33.08
Total Return(b)		(1.52	)%		8.25	%		25.28	%		(31.53	)%		12.40	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.63	%		.63	%		.79	%		.95	%		.95	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		.63	%		.63	%		.79	%		.95	%		.95	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.94	%		.95	%		1.01	%		.98	%		.96	%
Net investment income		1.01	%		.79	%		1.17	%		1.13	%		.84	%
Supplemental Data:
Net assets, end of year (000)		$327,603			$328,620			$264,418			$174,231			$221,345
Portfolio turnover rate		27.97	%		24.10	%		55.20	%		36.96	%		44.97	%

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

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

See Notes to Financial Statements.

27

Financial Highlights (continued)

CLASSIC STOCK FUND

	Class P Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$27.78			$25.91			$20.96			$33.05			$30.65
Investment operations:
Net investment income(a)		.15			.08			.17			.18			.12
Net realized and unrealized gain (loss)		(.69	)		1.92			4.97			(10.01	)		3.42
Total from investment operations		(.54	)		2.00			5.14			(9.83	)		3.54
Distributions to shareholders from:
Net investment income		(.07	)		(.13	)		(.19	)		(.13	)		(.06	)
Net realized gain		–			–			–			(2.13	)		(1.08	)
Total distributions		(.07	)		(.13	)		(.19	)		(2.26	)		(1.14	)
Net asset value, end of year		$27.17			$27.78			$25.91			$20.96			$33.05
Total Return(b)		(1.97	)%		7.74	%		24.75	%		(31.85	)%		11.93	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.08	%		1.08	%		1.27	%		1.40	%		1.40	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.08	%		1.08	%		1.27	%		1.40	%		1.40	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.39	%		1.40	%		1.47	%		1.43	%		1.41	%
Net investment income		.53	%		.30	%		.76	%		.66	%		.38	%
Supplemental Data:
Net assets, end of year (000)		$2,389			$3,107			$4,226			$4,635			$7,214
Portfolio turnover rate		27.97	%		24.10	%		55.20	%		36.96	%		44.97	%

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

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

See Notes to Financial Statements.

28

Financial Highlights (continued)

CLASSIC STOCK FUND

	Class R2 Shares
	Year Ended 11/30												9/28/2007(a) to 11/30/2007
	2011			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)		.13			.07			.12			.28			.03
Net realized and unrealized gain (loss)		(.70	)		1.88			5.04			(9.96	)		(.62	)
Total from investment operations		(.57	)		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		$26.91			$27.56			$25.78			$20.91			$32.93
Total Return(c)		(2.09	)%		7.61	%		25.03	%		(31.57	)%		(1.76	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.23	%		1.22	%		1.21	%		1.04	%		.26	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.23	%		1.22	%		1.21	%		1.04	%		.26	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.54	%		1.55	%		1.56	%		1.07	%		.26	%(d)
Net investment income		.46	%		.25	%		.50	%		1.04	%		.08	%(d)
Supplemental Data:
Net assets, end of period (000)		$2,771			$1,749			$730			$7			$10
Portfolio turnover rate		27.97	%		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.

29

Financial Highlights (concluded)

CLASSIC STOCK FUND

	Class R3 Shares
	Year Ended 11/30												9/28/2007(a) to 11/30/2007
	2011			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)		.16			.08			.16			.22			.03
Net realized and unrealized gain (loss)		(.70	)		1.88			4.92			(9.99	)		(.61	)
Total from investment operations		(.54	)		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		$26.78			$27.42			$25.64			$20.82			$32.94
Total Return(c)		(2.00	)%		7.71	%		24.70	%		(31.86	)%		(1.73	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.13	%		1.12	%		1.21	%		1.42	%		.24	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.13	%		1.12	%		1.21	%		1.42	%		.24	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.44	%		1.45	%		1.49	%		1.48	%		.25	%(d)
Net investment income		.56	%		.32	%		.70	%		.88	%		.10	%(d)
Supplemental Data:
Net assets, end of period (000)		$14,304			$9,567			$2,238			$321			$10
Portfolio turnover rate		27.97	%		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.

30

Financial Highlights

SMALL CAP VALUE FUND

	Class A Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$28.93			$22.87			$18.32			$33.10			$34.60
Investment operations:
Net investment income (loss)(a)		(.07	)		–	(b)		(.02	)		.04			.04
Net realized and unrealized gain (loss)		.82			6.06			4.62			(9.97	)		2.99
Total from investment operations		.75			6.06			4.60			(9.93	)		3.03
Distributions to shareholders from:
Net investment income		–	(b)		–			(.05	)		(.04	)		–
Net realized gain		–			–			–			(4.81	)		(4.53	)
Total distributions		–	(b)		–			(.05	)		(4.85	)		(4.53	)
Net asset value, end of year		$29.68			$28.93			$22.87			$18.32			$33.10
Total Return(c)		2.60	%		26.50	%		25.15	%		(34.96	)%		10.08	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.23	%		1.25	%		1.24	%		1.23	%		1.23	%
Expenses, excluding expense reductions		1.23	%		1.25	%		1.24	%		1.23	%		1.23	%
Net investment income (loss)		(.22	)%		(.01	)%		(.08	)%		.17	%		.13	%
Supplemental Data:
Net assets, end of year (000)		$1,470,064			$1,608,846			$1,393,870			$1,216,253			$2,287,085
Portfolio turnover rate		41.95	%		42.28	%		68.63	%		77.87	%		61.44	%

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

^(b)  Amount is less than $.01.

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

See Notes to Financial Statements.

31

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class B Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$25.09			$19.97			$16.07			$29.78			$31.77
Investment operations:
Net investment loss(a)		(.25	)		(.17	)		(.12	)		(.12	)		(.17	)
Net realized and unrealized gain (loss)		.72			5.29			4.02			(8.78	)		2.71
Total from investment operations		.47			5.12			3.90			(8.90	)		2.54
Distributions to shareholders from:
Net realized gain		–			–			–			(4.81	)		(4.53	)
Net asset value, end of year		$25.56			$25.09			$19.97			$16.07			$29.78
Total Return(b)		1.87	%		25.64	%		24.27	%		(35.41	)%		9.33	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.92	%		1.95	%		1.94	%		1.93	%		1.93	%
Expenses, excluding expense reductions		1.92	%		1.95	%		1.94	%		1.93	%		1.93	%
Net investment loss		(.91	)%		(.73	)%		(.73	)%		(.54	)%		(.58	)%
Supplemental Data:
Net assets, end of year (000)		$9,612			$14,612			$15,917			$25,955			$58,676
Portfolio turnover rate		41.95	%		42.28	%		68.63	%		77.87	%		61.44	%

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

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

See Notes to Financial Statements.

32

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class C Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$25.14			$20.01			$16.10			$29.83			$31.82
Investment operations:
Net investment loss(a)		(.24	)		(.17	)		(.13	)		(.12	)		(.17	)
Net realized and unrealized gain (loss)		.71			5.30			4.04			(8.80	)		2.71
Total from investment operations		.47			5.13			3.91			(8.92	)		2.54
Distributions to shareholders from:
Net realized gain		–			–			–			(4.81	)		(4.53	)
Net asset value, end of year		$25.61			$25.14			$20.01			$16.10			$29.83
Total Return(b)		1.87	%		25.64	%		24.29	%		(35.42	)%		9.32	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.92	%		1.95	%		1.94	%		1.93	%		1.93	%
Expenses, excluding expense reductions		1.92	%		1.95	%		1.94	%		1.93	%		1.93	%
Net investment loss		(.90	)%		(.72	)%		(.77	)%		(.53	)%		(.58	)%
Supplemental Data:
Net assets, end of year (000)		$41,597			$46,980			$46,275			$46,307			$86,971
Portfolio turnover rate		41.95	%		42.28	%		68.63	%		77.87	%		61.44	%

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

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

See Notes to Financial Statements.

33

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class F Shares
	Year Ended 11/30												9/28/2007(a) to 11/30/2007
	2011			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(b)		–	(c)		.05			–	(c)		.08			.01
Net realized and unrealized gain (loss)		.80			6.05			4.62			(9.95	)		(.51	)
Total from investment operations		.80			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		$29.64			$28.90			$22.80			$18.30			$33.11
Total Return(d)		2.76	%		26.75	%		25.39	%		(34.82	)%		(1.49	)%(e)
Ratios to Average Net Assets:
Expenses, including expense reductions		1.04	%		1.05	%		1.03	%		1.04	%		.18	%(e)
Expenses, excluding expense reductions		1.04	%		1.05	%		1.03	%		1.04	%		.18	%(e)
Net investment income (loss)		.01	%		.19	%		(.02	)%		.32	%		.04	%(e)
Supplemental Data:
Net assets, end of period (000)		$32,597			$27,236			$22,387			$1,425			$10
Portfolio turnover rate		41.95	%		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.

34

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class I Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$30.67			$24.17			$19.38			$34.75			$36.00
Investment operations:
Net investment income(a)		.03			.08			.05			.13			.14
Net realized and unrealized gain (loss)		.85			6.42			4.87			(10.55	)		3.14
Total from investment operations		.88			6.50			4.92			(10.42	)		3.28
Distributions to shareholders from:
Net investment income		(.09	)		–			(.13	)		(.14	)		–
Net realized gain		–			–			–			(4.81	)		(4.53	)
Total distributions		(.09	)		–			(.13	)		(4.95	)		(4.53	)
Net asset value, end of year		$31.46			$30.67			$24.17			$19.38			$34.75
Total Return(b)		2.84	%		26.89	%		25.55	%		(34.77	)%		10.42	%
Ratios to Average Net Assets:
Expenses, including expense reductions		.93	%		.95	%		.94	%		.93	%		.93	%
Expenses, excluding expense reductions		.93	%		.95	%		.94	%		.93	%		.93	%
Net investment income		.09	%		.30	%		.21	%		.48	%		.43	%
Supplemental Data:
Net assets, end of year (000)		$1,855,748			$1,692,837			$1,231,291			$942,604			$1,227,169
Portfolio turnover rate		41.95	%		42.28	%		68.63	%		77.87	%		61.44	%

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

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

See Notes to Financial Statements.

35

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class P Shares
	Year Ended 11/30
	2011			2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of year		$28.62			$22.66			$18.15			$32.84			$34.40
Investment operations:
Net investment income (loss)(a)		(.11	)		(.04	)		(.05	)		.01			(.01	)
Net realized and unrealized gain (loss)		.80			6.00			4.57			(9.89	)		2.98
Total from investment operations		.69			5.96			4.52			(9.88	)		2.97
Distributions to shareholders from:
Net investment income		–			–			(.01	)		–			–
Net realized gain		–			–			–			(4.81	)		(4.53	)
Total distributions		–			–			(.01	)		(4.81	)		(4.53	)
Net asset value, end of year		$29.31			$28.62			$22.66			$18.15			$32.84
Total Return(b)		2.41	%		26.30	%		24.94	%		(35.04	)%		9.95	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.38	%		1.40	%		1.39	%		1.38	%		1.38	%
Expenses, excluding expense reductions		1.38	%		1.40	%		1.39	%		1.38	%		1.38	%
Net investment income (loss)		(.37	)%		(.16	)%		(.23	)%		.02	%		(.03	)%
Supplemental Data:
Net assets, end of year (000)		$231,655			$295,973			$261,914			$227,658			$412,127
Portfolio turnover rate		41.95	%		42.28	%		68.63	%		77.87	%		61.44	%

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

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

See Notes to Financial Statements.

36

Financial Highlights (continued)

SMALL CAP VALUE FUND

	Class R2 Shares
	Year Ended 11/30									3/24/2008(a) to 11/30/2008
	2011			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)		(.11	)		(.11	)		(.10	)		(.02	)
Net realized and unrealized gain (loss)		.76			6.06			4.62			(7.68	)
Total from investment operations		.65			5.95			4.52			(7.70	)
Distributions to shareholders from:
Net investment income		–			–			(.04	)		–
Net asset value, end of period		$29.37			$28.72			$22.77			$18.29
Total Return(c)		2.26	%		26.13	%		24.77	%		(29.63	)%(d)
Ratios to Average Net Assets:
Expenses, including expense reductions		1.56	%		1.54	%		1.52	%		1.03	%(d)
Expenses, excluding expense reductions		1.56	%		1.54	%		1.52	%		1.04	%(d)
Net investment loss		(.38	)%		(.41	)%		(.48	)%		(.07	)%(d)
Supplemental Data:
Net assets, end of period (000)		$7,205			$78			$86			$14
Portfolio turnover rate		41.95	%		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.

37

Financial Highlights (concluded)

SMALL CAP VALUE FUND

	Class R3 Shares
	Year Ended 11/30									3/24/2008(a) to 11/30/2008
	2011			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)		(.11	)		(.04	)		(.06	)		.02
Net realized and unrealized gain (loss)		.80			6.00			4.60			(7.72	)
Total from investment operations		.69			5.96			4.54			(7.70	)
Distributions to shareholders from:
Net investment income		–			–			(.10	)		–
Net asset value, end of period		$29.38			$28.69			$22.73			$18.29
Total Return(c)		2.41	%		26.22	%		24.94	%		(29.63	)%(d)
Ratios to Average Net Assets:
Expenses, including expense reductions		1.42	%		1.45	%		1.44	%		1.00	%(d)
Expenses, excluding expense reductions		1.42	%		1.45	%		1.44	%		1.00	%(d)
Net investment income (loss)		(.37	)%		(.16	)%		.30	%		.07	%(d)
Supplemental Data:
Net assets, end of period (000)		$10,907			$5,190			$1,995			$1,090
Portfolio turnover rate		41.95	%		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.

38

Notes to Financial Statements

1.    ORGANIZATION

Lord Abbett Research Fund, Inc. (the “Company”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company and was incorporated under Maryland law on April 6, 1992. The Company currently consists of four separate funds. This report covers the following two funds (separately, a “Fund” and collectively, the “Funds”) and their respective classes: Lord Abbett Classic Stock Fund (“Classic Stock Fund”) and Small-Cap Value Series (“Small Cap Value Fund”).

Classic Stock Fund’s investment objective is growth of capital and growth of income consistent with reasonable risk. Small Cap Value Fund’s investment objective is long-term capital appreciation. Each Fund has eight classes of shares: Class A, B, C, F, I, P, R2 and R3, each with different expenses and dividends. A front-end sales charge is normally added to the net asset value (“NAV”) for Class A shares. There is no front-end sales charge in the case of Class B, C, F, I, P, R2 and R3 shares, although there may be a contingent deferred sales charge (“CDSC”) in certain cases as follows: Class A shares purchased without a sales charge and redeemed before the first day of the month in which the one-year anniversary of the purchase falls (subject to certain exceptions as set forth in 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 no longer issue Class B shares for purchase. The Funds’ Class P shares are closed to substantially all investors, with certain exceptions as set forth in the Funds’ prospectus.

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

39

Notes to Financial Statements (continued)

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

(c) Investment Income–Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis as earned. Discounts are accreted and premiums are amortized using the effective interest method and are included in Interest income 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’ filed U.S. federal tax returns remains open for the fiscal years ended November 30, 2008 through November 30, 2011. The statutes of limitations on the Company’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

(e) Expenses–Expenses incurred by the Company that do not specifically relate to an individual fund are generally allocated to the Funds within the Company on a pro rata basis by relative net assets. Expenses, excluding class-specific expenses, are allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day. Class A, B, C, F, P, R2 and R3 shares bear their class-specific share of all expenses and fees relating to the Funds’ 12b-1 Distribution Plan.

(f) Foreign Transactions–The books and records of each Fund are maintained in U.S. dollars and transactions denominated in foreign currencies are recorded in each Fund’s records at the rate prevailing when earned or recorded. Asset and liability accounts that are denominated in foreign currencies are adjusted daily to reflect current exchange rates and any unrealized gain (loss) is included in Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies on each Fund’s Statement of Operations. The resultant exchange gains and losses upon settlement of such transactions are included in Net realized gain 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

40

Notes to Financial Statements (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 November 30, 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	$	954,534	$	–	$	–	$	954,534	$	3,580,217	$	–	$	–	$	3,580,217
Repurchase Agreement		–		6,850		–		6,850		–		52,906		–		52,906
Total	$	954,534	$	6,850	$	–	$	961,384	$	3,580,217	$	52,906	$	–	$	3,633,123

* 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.

41

Notes to Financial Statements (continued)

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

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

For the fiscal year ended November 30, 2011, the effective management fee, net of waivers, with respect to the Classic Stock Fund, was at an annualized rate of .39% of the Fund’s average daily net assets.

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

For the fiscal year ended November 30, 2011, the effective management fee with respect to the Small Cap Value Fund, was at an annualized rate of .73% of the Fund’s average daily net assets.

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

For the fiscal year ended November 30, 2011, and continuing 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 November 30, 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 16.41%, 3.46%, 10.65% and 0.77%, respectively.

As of November 30, 2011, the percentage of Small Cap Value Fund’s outstanding shares owned by Lord Abbett Alpha Strategy Fund was 4.63%.

42

Notes to Financial Statements (continued)

12b-1 Distribution Plan

Each Fund has adopted a distribution plan with respect to Class A, B, C, F, P, R2 and R3 shares pursuant to Rule 12b-1 under the Act, which provides for the payment of ongoing distribution and service fees to Lord Abbett Distributor LLC (the “Distributor”), an affiliate of Lord Abbett. The fees are accrued daily at annual rates based upon each Fund’s average daily net assets as follows:

Fees*	Class A			Class B		Class C		Class F		Class P		Class R2		Class R3
Service		.25%			.25%		.25%		–		.25%		.25%		.25%
Distribution		.10%	(1)		.75%		.75%		.10%		.20%		.35%		.25%

* The 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 fiscal year ended November 30, 2011:

	Distributor Commissions		Dealers’ Concessions
Classic Stock Fund	$	195,146	$	1,043,638
Small Cap Value Fund		26,237		138,631

Distributor received the following amount of CDSCs for the fiscal year ended November 30, 2011:

	Class A		Class C
Classic Stock Fund	$	7,236	$	17,753
Small Cap Value Fund		846		440

Two Directors and certain of the Company’s and 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.

43

Notes to Financial Statements (continued)

The tax character of distributions paid during the fiscal years ended November 30, 2011 and 2010 was as follows:

	Classic Stock Fund				Small Cap Value Fund
	Year Ended 11/30/2011		Year Ended 11/30/2010		Year Ended 11/30/2011		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	$	–

Subsequent to the Classic Stock Fund’s fiscal year ended November 30, 2011, a net investment income distribution of approximately $8,197,000 was declared by the Fund on December 14, 2011. The distribution was paid on December 16, 2011 to shareholders of record on December 15, 2011.

As of November 30, 2011, the components of accumulated gains on a tax-basis were as follows:

	Classic Stock Fund			Small Cap Value Fund
Undistributed ordinary income – net	$	7,339,097		$	–
Total undistributed earnings	$	7,339,097		$	–
Capital loss carryforwards*		(106,249,089	)		(130,032,352	)
Temporary differences		(101,178	)		(337,712	)
Unrealized gains – net		155,391,833			627,876,850
Total accumulated gains – net	$	56,380,663		$	497,506,786

* As of November 30, 2011, the capital loss carryforwards, along with the related expiration dates, were as follows:

	2016		2017		2018		Total
Classic Stock Fund	$	623,320	$	98,625,213	$	7,000,556	$	106,249,089
Small Cap Value Fund		–		130,032,352		–		130,032,352

As of November 30, 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	$	805,991,963		$	3,005,246,214
Gross unrealized gain		208,583,446			739,914,983
Gross unrealized loss		(53,191,526	)		(112,038,133	)
Net unrealized security gain	$	155,391,920		$	627,876,850

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

Permanent items identified during the fiscal year ended November 30, 2011 have been reclassified among the components of net assets based on their tax basis treatment as follows:

	Undistributed (Distributions in Excess of) Net Investment Income			Accumulated Net Realized Loss		Paid-in Capital
Classic Stock Fund	$	(38,270	)	$	38,270	$	–
Small Cap Value Fund		5,074,749			3,523,005		(8,597,754	)

44

Notes to Financial Statements (continued)

The permanent differences are primarily attributable to the tax treatment of net investment losses, certain distributions, and certain securities.

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed by the President of the United States. 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 fiscal year ended November 30, 2011 were as follows:

	Purchases		Sales
Classic Stock Fund	$	300,123,667	$	368,677,794
Small Cap Value Fund		1,620,260,352		1,731,536,203

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

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% of the amount available under

45

Notes to Financial Statements (continued)

the facility. Each participating fund pays its pro rata share based on the net assets of each participating fund. This amount is included in Other expenses on the Funds’ Statements of Operations. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. During the fiscal year ended November 30, 2011, a participating fund managed by Lord Abbett utilized the Facility and fully repaid its borrowings. As of November 30, 2011, there were no loans outstanding pursuant to this Facility.

Effective February 3, 2012, the Funds and certain other funds managed by Lord Abbett will enter into a short term extension of the Facility through March 31, 2012.

9.    TRANSACTIONS WITH AFFILIATED ISSUERS

An affiliated issuer is one in which a Fund has ownership of at least 5% of the outstanding voting securities of the underlying issuer at any point during the fiscal year. Small Cap Value Fund had the following transactions with affiliated issuers during the fiscal year ended November 30, 2011:

Affiliated Issuer	Balance of Shares Held at 11/30/2010		Gross Additions		Gross Sales			Balance of Shares Held at 11/30/2011		Value at 11/30/2011		Net Realized Gain (Loss) 12/1/2010 to 11/30/2011(a)			Dividend Income 12/1/2010 to 11/30/2011(a)
Danvers Bancorp., Inc.(b)		1,355,600		50,000		(1,405,600	)		–	$	–	$	6,781,044		$	–
Koppers Holdings, Inc.		1,271,100		87,700		(155,700	)		1,203,100		39,738,393		1,063,206			1,142,603
Navigators Group, Inc.(c)		782,600		85,400		(28,400	)		839,600		39,200,924		(196,882	)		–
NutriSystem, Inc.(b)		1,363,100		–		(1,363,100	)		–		–		(8,317,627	)		–
Olin Corp.(b)		4,145,000		–		(2,350,200	)		1,794,800		–		(31,312	)		818,020
Pacific Sunwear of California, Inc.(b)		5,868,640		–		(5,868,640	)		–		–		(6,078,540	)		–
Rogers Corp.(b)		987,435		33,300		(387,400	)		633,335		–		(121,694	)		–
ScanSource, Inc.		1,467,725		80,500		(498	)		1,547,727		54,340,695		4,752			–
Texas Capital Bancshares, Inc.(b)		1,895,554		–		(580,200	)		1,315,354		–		292,686			–
TriMas Corp.(c)		–		1,909,900		(175,799	)		1,734,101		35,393,001		(302,827	)		–
TrueBlue, Inc.(b)		2,698,700		78,400		(788,700	)		1,988,400		–		(715,176	)		–
Total										$	168,673,013	$	(7,622,370	)	$	1,960,623

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

^(b) No longer an affiliated issuer as of November 30, 2011.

^(c) Not an affiliated issuer as of November 30, 2010.

10.    CUSTODIAN AND ACCOUNTING AGENT

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

46

Notes to Financial Statements (continued)

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 small company 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 company stocks may be more volatile and less liquid than large cap company stocks. Also, if a Fund’s assessment of a company’s value or prospects for exceeding earnings expectations or market conditions is wrong, the Fund could suffer losses or produce poor performance relative to other funds, even in a rising market.

These factors can affect each Fund’s performance.

12.    SUMMARY OF CAPITAL TRANSACTIONS

Transactions in shares of capital stock were as follows:

Classic Stock Fund	Year Ended November 30, 2011						Year Ended November 30, 2010
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		2,892,807		$	83,581,596			4,326,423		$	113,670,946
Converted from Class B*		147,085			4,181,060			185,804			4,897,041
Reinvestment of distributions		66,817			1,944,367			135,869			3,493,197
Shares reacquired		(5,264,970	)		(150,930,691	)		(7,139,993	)		(186,545,730	)
Decrease		(2,158,261	)	$	(61,223,668	)		(2,491,897	)	$	(64,484,546	)
Class B Shares
Shares sold		43,728		$	1,197,154			147,314		$	3,709,158
Reinvestment of distributions		–			–			625			15,396
Shares reacquired		(248,041	)		(6,782,204	)		(470,652	)		(11,835,690	)
Converted to Class A*		(154,522	)		(4,181,060	)		(194,621	)		(4,897,041	)
Decrease		(358,835	)	$	(9,766,110	)		(517,334	)	$	(13,008,177	)

47

Notes to Financial Statements (continued)

Classic Stock Fund	Year Ended November 30, 2011						Year Ended November 30, 2010
Class C Shares	Shares			Amount			Shares			Amount
Shares sold		413,946		$	11,418,710			636,064		$	16,135,442
Reinvestment of distributions		–			–			3,291			81,175
Shares reacquired		(1,024,248	)		(27,771,884	)		(979,278	)		(24,571,413	)
Decrease		(610,302	)	$	(16,353,174	)		(339,923	)	$	(8,354,796	)
Class F Shares
Shares sold		547,647		$	16,011,880			1,740,015		$	44,496,575
Reinvestment of distributions		8,072			233,856			1,440			36,859
Shares reacquired		(1,223,307	)		(35,970,793	)		(506,436	)		(13,179,173	)
Increase (decrease)		(667,588	)	$	(19,725,057	)		1,235,019		$	31,354,261
Class I Shares
Shares sold		1,941,620		$	57,733,518			1,889,116		$	48,822,389
Reinvestment of distributions		81,762			2,380,907			94,813			2,438,608
Shares reacquired		(1,796,731	)		(49,504,481	)		(362,428	)		(9,710,018	)
Increase		226,651		$	10,609,944			1,621,501		$	41,550,979
Class P Shares
Shares sold		70,571		$	2,142,058			18,712		$	492,274
Reinvestment of distributions		257			7,511			733			18,938
Shares reacquired		(94,761	)		(2,827,323	)		(70,713	)		(1,914,581	)
Decrease		(23,933	)	$	(677,754	)		(51,268	)	$	(1,403,369	)
Class R2 Shares
Shares sold		62,965		$	1,879,793			42,843		$	1,198,512
Reinvestment of distributions		148			4,298			153			3,923
Shares reacquired		(23,576	)		(680,099	)		(7,848	)		(201,709	)
Increase		39,537		$	1,203,992			35,148		$	1,000,726
Class R3 Shares
Shares sold		363,546		$	10,412,429			335,020		$	8,774,378
Reinvestment of distributions		1,186			34,188			581			14,803
Shares reacquired		(179,504	)		(5,137,250	)		(73,963	)		(1,953,193	)
Increase		185,228		$	5,309,367			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	Year Ended November 30, 2011						Year Ended November 30, 2010
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		11,212,546		$	350,389,029			12,109,351		$	322,555,356
Converted from Class B*		88,350			2,770,021			104,118			2,688,898
Reinvestment of distributions		2,331			72,490			–			–
Shares reacquired		(17,374,091	)		(538,985,757	)		(17,548,529	)		(467,745,400	)
Decrease		(6,070,864	)	$	(185,754,217	)		(5,335,060	)	$	(142,501,146	)

48

Notes to Financial Statements (concluded)

Small Cap Value Fund	Year Ended November 30, 2011						Year Ended November 30, 2010
Class B Shares	Shares			Amount			Shares			Amount
Shares sold		26,434		$	708,981			49,215		$	1,149,350
Shares reacquired		(130,520	)		(3,489,732	)		(144,121	)		(3,358,597	)
Converted to Class A*		(102,225	)		(2,770,021	)		(119,616	)		(2,688,898	)
Decrease		(206,311	)	$	(5,550,772	)		(214,522	)	$	(4,898,145	)
Class C Shares
Shares sold		29,288		$	789,684			85,219		$	1,905,013
Shares reacquired		(273,732	)		(7,321,437	)		(528,689	)		(12,019,490	)
Decrease		(244,444	)	$	(6,531,753	)		(443,470	)	$	(10,114,477	)
Class F Shares
Shares sold		473,235		$	15,043,590			407,359		$	10,816,433
Reinvestment of distributions		756			23,438			–			–
Shares reacquired		(316,601	)		(9,769,100	)		(446,866	)		(11,713,284	)
Increase (decrease)		157,390		$	5,297,928			(39,507	)	$	(896,851	)
Class I Shares
Shares sold		12,961,933		$	431,213,254			11,276,782		$	321,676,217
Reinvestment of distributions		137,882			4,533,575			–			–
Shares reacquired		(9,316,333	)		(303,627,443	)		(7,017,920	)		(195,838,186	)
Increase		3,783,482		$	132,119,386			4,258,862		$	125,838,031
Class P Shares
Shares sold		1,686,478		$	52,476,103			2,508,370		$	66,035,169
Shares reacquired		(4,124,330	)		(128,903,450	)		(3,725,964	)		(96,873,424	)
Decrease		(2,437,852	)	$	(76,427,347	)		(1,217,594	)	$	(30,838,255	)
Class R2 Shares
Shares sold		255,811		$	8,441,099			1,885		$	49,990
Shares reacquired		(13,221	)		(379,031	)		(2,937	)		(79,605	)
Increase (decrease)		242,590		$	8,062,068			(1,052	)	$	(29,615	)
Class R3 Shares
Shares sold		284,904		$	9,262,280			123,151		$	3,227,475
Shares reacquired		(94,476	)		(2,916,662	)		(30,056	)		(783,198	)
Increase		190,428		$	6,345,618			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.

49

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Lord Abbett Research Fund, Inc. and the Shareholders of the Lord Abbett Classic Stock Fund and Lord Abbett Small-Cap Value Series:

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Lord Abbett Classic Stock Fund and Lord Abbett Small-Cap Value Series, (collectively the “Funds”), two of the portfolios constituting the Lord Abbett Research Fund, Inc. (the “Company”), as of November 30, 2011, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2011, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Funds as of November 30, 2011, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

New York, New York

January 26, 2012

50

Basic Information About Management

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

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

Interested Directors

The following Directors are associated with Lord Abbett and are “interested persons” of the Company as defined in the Act. Mr. Dow and Ms. Foster are officers and directors or trustees of each of the 13 Lord Abbett-sponsored funds, which consist of 57 portfolios or series.

Name, Address and Year of Birth	Current Position and Length of Service with the Company	Principal Occupation and Other Directorships During Past Five Years
Robert S. Dow Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1945)	Director and Chairman since 1996	Principal Occupation: Senior Partner of Lord Abbett (since 2007) and was formerly Managing Partner (1996 - 2007) and Chief Investment Officer (1995 - 2007), joined Lord Abbett in 1972. Other Directorships: None.
Daria L. Foster Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1954)	Director and President since 2006	Principal Occupation: Managing Partner of Lord Abbett (since 2007), and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990. Other Directorships: None.

Independent Directors

The following Independent Directors also are directors or trustees of each of the 13 Lord Abbett-sponsored funds, which consist of 57 portfolios or series.

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

51

Basic Information About Management (continued)

Name, Address and Year of Birth	Current Position and Length of Service with the Company	Principal Occupation and Other Directorships During Past Five Years
Robert B. Calhoun, Jr. Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1942)	Director since 1998	Principal Occupation: Senior Advisor of Monitor Clipper Partners, a private equity investment fund (since 1997); President of Clipper Asset Management Corp. (1991 - 2009). Other Directorships: Previously served as a director of Interstate Bakeries Corp. (1991 - 2008).
Evelyn E. Guernsey Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1955)	Director since 2011	Principal Occupation: CEO, Americas of J.P. Morgan Asset Management (2004 - 2010). Other Directorships: None.
Julie A. Hill Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1946)	Director since 2004	Principal Occupation: Owner and CEO of The Hill Company, a business consulting firm (since 1998). Other Directorships: Currently serves as director of WellPoint, Inc., a health benefits company (since 1994). Previously served as a director of Resources Connection, Inc., a consulting firm (2004 - 2007).
Franklin W. Hobbs Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2001	Principal Occupation: Advisor of One Equity Partners, a private equity firm (since 2004). Other Directorships: Currently serves as a director and Chairman of the Board of Ally Financial Inc., a financial services firm (since 2009) and as a director of Molson Coors Brewing Company (since 2002).
Thomas J. Neff Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1937)	Director since 1992	Principal Occupation: Chairman of Spencer Stuart (U.S.), an executive search consulting firm (since 1996). Other Directorships: Currently serves as director of Ace, Ltd. (since 1997). Previously served as a director of Hewitt Associates, Inc. (2004 - 2010).
James L.L. Tullis Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2006	Principal Occupation: CEO of Tullis-Dickerson and Co. Inc., a venture capital management firm (since 1990). Other Directorships: Currently serves as director of Crane Co. (since 1998). Previously served as a director of ViaCell, Inc. (2003 - 2007).

52

Basic Information About Management (continued)

Officers

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

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

53

Basic Information About Management (concluded)

Name and Year of Birth	Current Position with the Company	Length of Service of Current Position	Principal Occupation During Past Five Years
John K. Forst (1960)	Vice President and Assistant Secretary	Elected in 2005	Deputy General Counsel, joined Lord Abbett in 2004.
Lawrence H. Kaplan (1957)	Vice President and Secretary	Elected in 1997	Partner and General Counsel, joined Lord Abbett in 1997.
Deepak Khanna (1963)	Vice President	Elected in 2008	Partner and Portfolio Manager, rejoined Lord Abbett in 2007 from Jennison Associates LLC (2005 - 2007). Mr. Khanna’s former experience at Lord Abbett included Senior Research Analyst - other investment strategies (2000 - 2005).
David J. Linsen (1974)	Vice President	Elected in 2008	Partner and Director, joined Lord Abbett in 2001.
A. Edward Oberhaus, III (1959)	Vice President	Elected in 1996	Partner and Director, joined Lord Abbett in 1983.
Todor I. Petrov (1974)	Vice President	Elected in 2008	Portfolio Manager, joined Lord Abbett in 2003.
Thomas R. Phillips (1960)	Vice President and Assistant Secretary	Elected in 2008	Partner and Deputy General Counsel, joined Lord Abbett in 2006.
Randy M. Reynolds (1972)	Vice President	Elected in 2008	Portfolio Manager, joined Lord Abbett in 1999.
Lawrence B. Stoller (1963)	Vice President and Assistant Secretary	Elected in 2007	Partner and Senior Deputy General Counsel, joined Lord Abbett in 2007 and was formerly an Executive Vice President and the General Counsel at Cohen & Steers Capital Management, Inc. (1999 - 2007).
Francis T. Timons (1969)	Vice President	Elected in 2010	Portfolio Manager, joined Lord Abbett in 2007 and was formerly a Research Analyst at Robert W. Baird & Co. (2004 - 2007).
Bernard J. Grzelak (1971)	Treasurer	Elected in 2003	Partner and Director of Fund Administration, joined Lord Abbett in 2003.

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

54

Householding

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

Proxy Voting Policies, Procedures and Records

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

Shareholder Reports and Quarterly Portfolio Disclosure

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

Tax Information

100% of the ordinary income distributions paid by the Classic Stock Fund and Small Cap Value Fund during fiscal 2011 is qualified dividend income. For corporate shareholders, 100% of the ordinary income distributions paid by the Classic Stock Fund and Small Cap Value Fund during fiscal 2011 qualified for the dividends received deduction.

55

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

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

Lord Abbett Research Fund, Inc.

Lord Abbett Classic Stock Fund

Small-Cap Value Series

LARF-2-1111

(01/12)

Item 2: Code of Ethics.

(a) In accordance with applicable requirements, the Registrant adopted a Sarbanes-Oxley Code of Ethics on June 19, 2003 that applies to the principal executive officer and senior financial officers of the Registrant (“Code of Ethics”). The Code of Ethics was in effect during the fiscal year ended November 30, 2011 (the “Period”).

(b) Not applicable.

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

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

(e) Not applicable.

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

Item 3: Audit Committee Financial Expert.

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

Item 4: Principal Accountant Fees and Services.

In response to sections (a), (b), (c) and (d) of Item 4, the aggregate fees billed to the Registrant for the fiscal years ended November 30, 2011 and 2010 by the Registrant’s principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, “Deloitte”) were as follows:

	Fiscal year ended:
	2011	2010
Audit Fees {a}	$159,000	$154,000
Audit-Related Fees	- 0 -	- 0 -
Total audit and audit-related fees	159,000	154,000
Tax Fees {b}	30,516	29,658
All Other Fees	- 0 -	- 0 -
Total Fees	$189,516	$183,658

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

{b} Fees for the fiscal year ended November 30, 2011 and 2010 consist of fees for preparing the U.S. Income Tax Return for Regulated Investment Companies, New Jersey Corporation Business Tax Return, New Jersey Annual Report Form, U.S. Return of Excise Tax on Undistributed Income of Investment Companies, IRS Forms 1099-MISC and 1096 Annual Summary and Transmittal of U.S. Information Returns.

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

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

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

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

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

(f) Not applicable.

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

The aggregate non-audit fees billed by Deloitte for services rendered to the Registrant’s investment adviser, Lord, Abbett & Co. LLC (“Lord Abbett”), for the fiscal years ended November 30, 2011 and 2010 were:

	Fiscal year ended:
	2011	2010
All Other Fees {a}	$172,220	$171,360

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

The aggregate non-audit fees billed by Deloitte for services rendered to entities under the common control of Lord Abbett for the fiscal years ended November 30, 2011 and 2010 were:

	Fiscal year ended:
	2011		2010
All Other Fees	$	- 0 -	$	- 0 -

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

Item 5: Audit Committee of Listed Registrants.

  Not applicable.

Item 6: Investments.

  Not applicable.

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

  Not applicable.

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

  Not applicable.

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

  Not applicable.

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

  Not applicable.

Item 11: Controls and Procedures.

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

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

Item 12: Exhibits.

(a)(1)	Amendments to Code of Ethics – Not applicable.
(a)(2)	Certification of each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2 under the Investment Company Act of 1940 is attached hereto as a part of EX-99.CERT.
(a)(3)	Not applicable.
(b)	Certification of each principal executive officer and principal financial officer of the Registrant as required by Section 906 of the Sarbanes-Oxley Act of 2002 is provided as a part of EX-99.906CERT.

SIGNATURES

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

	LORD ABBETT RESEARCH FUND, INC.
By:	/s/ Robert S. Dow
	Robert S. Dow
	Chief Executive Officer and Chairman

Date: January 23, 2012

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

Date: January 23, 2012

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

By:	/s/ Robert S. Dow
	Robert S. Dow
	Chief Executive Officer and Chairman

Date: January 23, 2012

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

Date: January 23, 2012