Lord Abbett Micro Cap Growth Fund NCSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811 – 07538

LORD ABBETT SECURITIES TRUST

(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: 10/31

Date of reporting period: 4/30/2011

Item 1:

Report(s) to Shareholders.

2011

LORD ABBETT

SEMIANNUAL

REPORT LOGO

Lord Abbett

Alpha Strategy Fund

Fundamental Equity Fund

International Core Equity Fund

International Dividend Income Fund

International Opportunities Fund

Large Cap Value Fund

Value Opportunities Fund

For the six-month period ended April 30, 2011

LOGO

Lord Abbett Securities Trust

Semiannual Report

For the six-month period ended April 30, 2011

LOGO

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

Dear Shareholders: We are pleased to provide you with this semiannual report of the Lord Abbett Securities Trust for the six-month period ended April 30, 2011. For additional information about the Trust, please visit our Website at www.lordabbett.com, where you can access the quarterly commentaries by the Funds’ portfolio managers. General information about Lord Abbett mutual funds, as well as in-depth discussions of market trends and investment strategies, is also provided in Lord Abbett Insights, a quarterly newsletter available on our Website.

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

Best regards,

Robert S. Dow

Chairman

Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2010 through April 30, 2011).

Actual Expenses

For each class of each Fund, the first line of the table on the following page provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading titled “Expenses Paid During the Period 11/1/10 – 4/30/11” 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 table on the following page provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Alpha Strategy 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^†
	11/1/10		4/30/11		11/1/10 - 4/30/11
Class A*
Actual	$	1,000.00	$	1,223.00	$	1.71
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,023.25	$	1.56
Class B
Actual	$	1,000.00	$	1,218.70	$	5.50
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.86	$	5.01
Class C
Actual	$	1,000.00	$	1,218.80	$	5.39
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.92	$	4.91
Class F
Actual	$	1,000.00	$	1,224.10	$	0.55
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,024.30	$	0.50
Class I
Actual	$	1,000.00	$	1,224.40	$	0.00
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,024.79	$	0.00
Class R2
Actual	$	1,000.00	$	1,220.60	$	3.30
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,021.83	$	3.01
Class R3
Actual	$	1,000.00	$	1,222.00	$	2.75
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,022.33	$	2.51

^†

For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (0.31% for Class A, 1.00% for Class B, 0.98% for Class C, 0.10% for Class F, 0.00% for Class I, 0.60% for Class R2 and 0.50% for Class R3) multiplied by the average account value over the period, multiplied by 181/365 (to reflect one-half year period).

The annualized expense ratio for Class A has been restated to 0.25%. Had this restated expense ratio been in place throughout the most recent fiscal half-year, the expenses paid during the period would have been:


	Actual		Hypothetical (5% Return Before Expenses)
Class A	$	1.38	$	1.25

Portfolio Holdings Presented by Portfolio Allocation

April 30, 2011


Portfolio Allocation	%*
Equity		99.95%
Short-Term Investment		0.05%
Total		100.00%

Represents percent of total investments.

Fundamental Equity Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period^†
	11/1/10		4/30/11		11/1/10 - 4/30/11
Class A
Actual	$	1,000.00	$	1,185.20	$	5.74
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.52	$	5.31
Class B
Actual	$	1,000.00	$	1,180.60	$	9.25
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.29	$	8.55
Class C
Actual	$	1,000.00	$	1,180.50	$	9.25
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.29	$	8.55
Class F
Actual	$	1,000.00	$	1,186.40	$	4.39
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.76	$	4.06
Class I
Actual	$	1,000.00	$	1,187.30	$	3.85
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,021.25	$	3.56
Class P
Actual	$	1,000.00	$	1,184.50	$	6.28
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.01	$	5.81
Class R2
Actual	$	1,000.00	$	1,183.40	$	7.09
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.31	$	6.56
Class R3
Actual	$	1,000.00	$	1,183.60	$	6.55
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.79	$	6.06

^†

For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.06% for Class A, 1.71% for Classes B and C, 0.81% for Class F, 0.71% for Class I, 1.16% for Class P, 1.31% for Class R2 and 1.21% for Class R3) multiplied by the average account value over the period, multiplied by 181/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

April 30, 2011


Sector*	%**		Sector*	%**
Consumer Discretionary		9.33%	Information Technology		8.12%
Consumer Staples		6.59%	Materials		4.92%
Energy		18.28%	Utilities		1.21%
Financials		17.88%	Short-Term Investment		5.10%
Health Care		17.69%	Total		100.00%
Industrials		10.88%

A sector may comprise several industries.

Represents percent of total investments.

International Core Equity Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period^†
	11/1/10		4/30/11		11/1/10 - 4/30/11
Class A
Actual	$	1,000.00	$	1,129.50	$	5.91
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.25	$	5.61
Class B
Actual	$	1,000.00	$	1,125.60	$	9.28
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.05	$	8.80
Class C
Actual	$	1,000.00	$	1,126.30	$	9.07
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.26	$	8.60
Class F
Actual	$	1,000.00	$	1,129.90	$	4.59
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.50	$	4.36
Class I
Actual	$	1,000.00	$	1,130.90	$	4.07
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.98	$	3.86
Class P
Actual	$	1,000.00	$	1,128.30	$	6.44
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.72	$	6.11
Class R2
Actual	$	1,000.00	$	1,127.00	$	7.23
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.01	$	6.85
Class R3
Actual	$	1,000.00	$	1,127.90	$	6.65
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.53	$	6.31

^†

For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.12% for Class A, 1.76% for Class B, 1.72% for Class C, 0.87% for Class F, 0.77% for Class I, 1.22% for Class P, 1.37% for Class R2 and 1.26% for Class R3) multiplied by the average account value over the period, multiplied by 181/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

April 30, 2011


Sector*	%**		Sector*	%**
Consumer Discretionary		11.17%	Information Technology		7.51%
Consumer Staples		8.65%	Materials		11.24%
Energy		8.81%	Telecommunication Services		5.54%
Financials		21.48%	Utilities		5.51%
Health Care		5.27%	Short-Term Investment		0.85%
Industrials		13.97%	Total		100.00%

A sector may comprise several industries.

Represents percent of total investments.

International Dividend Income Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period^†
	11/1/10		4/30/11		11/1/10 - 4/30/11
Class A
Actual	$	1,000.00	$	1,134.40	$	5.93
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.26	$	5.61
Class C
Actual	$	1,000.00	$	1,129.20	$	9.29
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.07	$	8.80
Class F
Actual	$	1,000.00	$	1,134.40	$	4.60
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.50	$	4.36
Class I
Actual	$	1,000.00	$	1,135.90	$	4.08
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.98	$	3.86
Class R2
Actual	$	1,000.00	$	1,136.00	$	4.18
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.87	$	3.96
Class R3
Actual	$	1,000.00	$	1,132.40	$	6.66
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.54	$	6.31

^†

For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.12% for Class A, 1.76% for Class C, 0.87% for Class F, 0.77% for Class I, 0.79% for Class R2 and 1.26% for Class R3) multiplied by the average account value over the period, multiplied by 181/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

April 30, 2011


Sector*	%**		Sector*	%**
Consumer Discretionary		6.48%	Information Technology		4.16%
Consumer Staples		7.81%	Materials		6.53%
Energy		6.99%	Telecommunication Services		11.70%
Financials		26.89%	Utilities		14.51%
Health Care		4.19%	Short-Term Investment		1.33%
Industrials		9.41%	Total		100.00%

A sector may comprise several industries.

Represents percent of total investments.

International Opportunities Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period^†
	11/1/10		4/30/11		11/1/10 - 4/30/11
Class A
Actual	$	1,000.00	$	1,131.90	$	7.72
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.58	$	7.30
Class B
Actual	$	1,000.00	$	1,128.60	$	11.03
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.42	$	10.44
Class C
Actual	$	1,000.00	$	1,128.50	$	10.87
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.60	$	10.29
Class F
Actual	$	1,000.00	$	1,133.30	$	6.40
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.80	$	6.06
Class I
Actual	$	1,000.00	$	1,134.70	$	5.88
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.29	$	5.56
Class P
Actual	$	1,000.00	$	1,131.50	$	8.24
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.06	$	7.80
Class R2
Actual	$	1,000.00	$	1,130.00	$	9.03
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.32	$	8.55
Class R3
Actual	$	1,000.00	$	1,131.50	$	8.14
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.14	$	7.70

^†

For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.46% for Class A, 2.09% for Class B, 2.06% for Class C, 1.21% for Class F, 1.11% for Class I, 1.56% for Class P, 1.71% for Class R2 and 1.54% for Class R3) multiplied by the average account value over the period, multiplied by 181/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

April 30, 2011


Sector*	%**		Sector*	%**
Consumer Discretionary		20.63%	Information Technology		8.97%
Consumer Staples		6.37%	Materials		11.06%
Energy		5.98%	Telecommunication Services		0.57%
Financials		16.70%	Utilities		1.91%
Health Care		2.25%	Short-Term Investment		3.34%
Industrials		22.22%	Total		100.00%

A sector may comprise several industries.

Represents percent of total investments.

Large Cap Value Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period^†
	11/1/10		4/30/11		11/1/10 - 4/30/11
Class A
Actual	$	1,000.00	$	1,168.90	$	6.29
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.00	$	5.86
Class B
Actual	$	1,000.00	$	1,164.30	$	9.71
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.84	$	9.05
Class C
Actual	$	1,000.00	$	1,165.40	$	9.40
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.14	$	8.75
Class F
Actual	$	1,000.00	$	1,170.60	$	4.95
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.24	$	4.61
Class I
Actual	$	1,000.00	$	1,171.00	$	4.41
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.72	$	4.11
Class P
Actual	$	1,000.00	$	1,168.40	$	6.77
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.53	$	6.31
Class R2
Actual	$	1,000.00	$	1,171.60	$	4.31
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.85	$	4.01
Class R3
Actual	$	1,000.00	$	1,167.50	$	7.09
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.27	$	6.61

^†

For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.17% for Class A, 1.81% for Class B, 1.75% for Class C, 0.92% for Class F, 0.82% for Class I, 1.26% for Class P, 0.80% for Class R2 and 1.32% for Class R3) multiplied by the average account value over the period, multiplied by 181/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

April 30, 2011


Sector*	%**		Sector*	%**
Consumer Discretionary		13.36%	Information Technology		6.08%
Consumer Staples		6.11%	Materials		8.06%
Energy		15.05%	Telecommunication Services		4.07%
Financials		23.61%	Utilities		1.31%
Health Care		10.96%	Short-Term Investment		1.97%
Industrials		9.42%	Total		100.00%

A sector may comprise several industries.

Represents percent of total investments.

Value Opportunities Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period^†
	11/1/10		4/30/11		11/1/10 - 4/30/11
Class A
Actual	$	1,000.00	$	1,197.10	$	6.92
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.52	$	6.36
Class B
Actual	$	1,000.00	$	1,193.70	$	10.44
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.29	$	9.59
Class C
Actual	$	1,000.00	$	1,193.70	$	10.39
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.32	$	9.54
Class F
Actual	$	1,000.00	$	1,199.20	$	5.51
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.76	$	5.06
Class I
Actual	$	1,000.00	$	1,198.90	$	5.02
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.25	$	4.61
Class P
Actual	$	1,000.00	$	1,196.40	$	7.46
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.01	$	6.85
Class R2
Actual	$	1,000.00	$	1,195.80	$	8.22
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.30	$	7.55
Class R3
Actual	$	1,000.00	$	1,196.50	$	7.68
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.80	$	7.05

^†

For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.27% for Class A, 1.92% for Class B, 1.91% for Class C, 1.01% for Class F, 0.92% for Class I, 1.37% for Class P, 1.51% for Class R2 and 1.41% for Class R3) multiplied by the average account value over the period, multiplied by 181/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

April 30, 2011


Sector*	%**		Sector*	%**
Consumer Discretionary		13.75%	Information Technology		13.89%
Consumer Staples		1.75%	Materials		10.69%
Energy		8.33%	Utilities		2.19%
Financials		14.25%	Short-Term Investment		4.63%
Health Care		8.01%	Total		100.00%
Industrials		22.51%

A sector may comprise several industries.

Represents percent of total investments.

Schedule of Investments (unaudited)

ALPHA STRATEGY FUND April 30, 2011


Investments	Shares		Fair Value (000)
INVESTMENTS IN UNDERLYING FUNDS^(a)99.98%
Lord Abbett Developing Growth Fund, Inc.–Class I*^(b)		8,413,452	$	220,601
Lord Abbett Securities Trust–International Opportunities Fund–Class I^(c)		14,879,560		220,962
Lord Abbett Securities Trust–Micro-Cap Growth Fund–Class I*^(c)		5,627,484		111,087
Lord Abbett Securities Trust–Micro-Cap Value Fund–Class I*^(c)		3,781,800		106,306
Lord Abbett Blend Trust–Small-Cap Blend Fund–Class I*^(d)		6,043,025		109,439
Lord Abbett Research Fund, Inc.–Small-Cap Value Fund–Class I^(c)		5,812,292		214,880
Lord Abbett Securities Trust–Value Opportunities Fund–Class I*^(c)		6,180,176		107,411

Total Investments in Underlying Funds (cost $844,751,646)				1,090,686


Investments	Principal Amount (000)		Fair Value (000)
SHORT-TERM INVESTMENT 0.05%

Repurchase Agreement
Repurchase Agreement dated 4/29/2011, 0.01% due 5/2/2011 with Fixed Income Clearing Corp. collateralized by $535,000 of Federal National Mortgage Assoc. at 4.75% due 11/19/2012; value: $581,813; proceeds: $566,837 (cost $566,836)	$	567	$	567

Total Investments in Securities 100.03% (cost $845,318,482)				1,091,253

Liabilities in Excess of Other Assets (0.03%)				(299	)

Net Assets 100.00%			$	1,090,954


*		Non-income producing security.
^(a)		Affiliated issuers (See Note 10).
^(b)		Fund investment objective is long-term growth of capital through a diversified and actively managed portfolio consisting of developing growth companies, many of which are traded over the counter.
^(c)		Fund investment objective is long-term capital appreciation.
^(d)		Fund investment objective is to seek long-term growth of capital by investing primarily in stocks of small companies.

See Notes to Financial Statements.

Schedule of Investments (unaudited)

FUNDAMENTAL EQUITY FUND April 30, 2011


Investments	Shares		Fair Value (000)
COMMON STOCKS 95.70%

Aerospace & Defense 2.74%
Rockwell Collins, Inc.		830,000	$	52,373
United Technologies Corp.		815,000		73,008

Total				125,381


Airlines 0.65%
Southwest Airlines Co.		2,535,000		29,786


Automobiles 1.30%
Ford Motor Co.*		3,851,710		59,586


Beverages 1.29%
Coca-Cola Co. (The)		209,717		14,148
Diageo plc ADR		550,000		44,753

Total				58,901


Biotechnology 3.49%
Amgen, Inc.*		1,440,000		81,864
Celgene Corp.*		943,050		55,527
Human Genome Sciences, Inc.*		443,400		13,067
Onyx Pharmaceuticals, Inc.*		251,300		9,441

Total				159,899


Capital Markets 7.48%
Affiliated Managers Group, Inc.*		400,000		43,632
Charles Schwab Corp. (The)		1,055,000		19,317
Goldman Sachs Group, Inc. (The)		275,000		41,528
Invesco Ltd.		1,264,522		31,449
Lazard Ltd. Class A		1,590,000		65,190
LPL Investment Holdings, Inc.*		1,156,718		42,428
State Street Corp.		2,120,000		98,686

Total				342,230


Investments	Shares		Fair Value (000)
Chemicals 2.23%
Air Products & Chemicals, Inc.		555,000	$	53,014
LyondellBasell Industries NV Class A (Netherlands)*^(a)		1,100,000		48,950

Total				101,964


Commercial Banks 6.08%
City National Corp.		600,000		34,266
Commerce Bancshares, Inc.		475,000		20,216
Cullen/Frost Bankers, Inc.		665,000		39,395
KeyCorp		1,267,887		10,992
PNC Financial Services Group, Inc. (The)		1,105,000		68,886
Signature Bank*		281,900		16,409
TCF Financial Corp.		2,294,618		35,773
Wells Fargo & Co.		1,790,000		52,107

Total				278,044


Computers & Peripherals 0.20%
EMC Corp.*		330,000		9,352


Diversified Financial Services 1.26%
Citigroup, Inc.*		4,153,300		19,064
JPMorgan Chase & Co.		850,000		38,785

Total				57,849


Electric: Utilities 1.22%
NextEra Energy, Inc.		987,800		55,880


Electronic Equipment, Instruments & Components 0.50%
Corning, Inc.		1,102,800		23,093


Energy Equipment & Services 3.31%
GulfMark Offshore, Inc. Class A*		230,760		9,824
Halliburton Co.		1,315,000		66,381

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

FUNDAMENTAL EQUITY FUND April 30, 2011


Investments	Shares		Fair Value (000)
Energy Equipment & Services (continued)
Superior Energy Services, Inc.*		510,000	$	19,594
Tidewater, Inc.		360,000		21,424
Weatherford International Ltd. (Switzerland)*^(a)		1,580,000		34,096

Total				151,319


Food & Staples Retailing 0.97%
CVS Caremark Corp.		1,225,500		44,412


Food Products 3.89%
Archer Daniels Midland Co.		2,360,000		87,367
Bunge Ltd.		1,200,000		90,528

Total				177,895


Health Care Equipment & Supplies 3.41%
Cooper Cos., Inc. (The)		205,000		15,355
Kinetic Concepts, Inc.*		860,000		50,766
NuVasive, Inc.*		847,300		26,173
St. Jude Medical, Inc.		211,809		11,319
Zimmer Holdings, Inc.*		805,000		52,526

Total				156,139


Health Care Providers & Services 6.09%
Express Scripts, Inc.*		875,000		49,648
HCA Holdings, Inc.*		890,818		29,219
Humana, Inc.*		796,900		60,660
McKesson Corp.		510,000		42,335
UnitedHealth Group, Inc.		1,964,297		96,702

Total				278,564


Hotels, Restaurants & Leisure 0.01%
Carnival Corp.		12,093		460


Household Durables 1.17%
Fortune Brands, Inc.		820,000		53,366


Household Products 0.50%
Colgate-Palmolive Co.		270,000		22,774


Investments	Shares		Fair Value (000)
Industrial Conglomerates 0.29%
3M Co.		134,700	$	13,094


Information Technology Services 3.74%
Accenture plc Class A (Ireland)^(a)		733,300		41,893
Fiserv, Inc.*		166,800		10,227
MasterCard, Inc. Class A		200,000		55,178
VeriFone Systems, Inc.*		520,000		28,506
Western Union Co. (The)		1,660,000		35,275

Total				171,079


Insurance 3.21%
Aflac, Inc.		500,000		28,095
Berkshire Hathaway, Inc. Class B*		879,814		73,288
Marsh & McLennan Cos., Inc.		1,500,000		45,420

Total				146,803


Life Sciences Tools & Services 0.97%
Thermo Fisher Scientific, Inc.*		736,800		44,201


Machinery 6.86%
Dover Corp.		760,000		51,710
Eaton Corp.		775,200		41,496
EnPro Industries, Inc.*		69,041		2,767
Kennametal, Inc.		725,000		30,610
Pall Corp.		708,092		41,381
Parker Hannifin Corp.		382,000		36,030
Robbins & Myers, Inc.		301,800		13,119
Trinity Industries, Inc.		1,572,475		56,924
WABCO Holdings, Inc.*		542,500		40,064

Total				314,101


Media 6.39%
Interpublic Group of Cos., Inc. (The)		7,900,000		92,825
Omnicom Group, Inc.		2,200,000		108,218

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

FUNDAMENTAL EQUITY FUND April 30, 2011


Investments	Shares		Fair Value (000)
Media (continued)
Time Warner, Inc.		1,760,000	$	66,633
Walt Disney Co. (The)		574,961		24,781

Total				292,457


Metals & Mining 2.73%
Agnico-Eagle Mines Ltd. (Canada)^(a)		312,600		21,751
Barrick Gold Corp. (Canada)^(a)		1,175,000		59,937
Reliance Steel & Aluminum Co.		765,000		43,306

Total				124,994


Oil, Gas & Consumable Fuels 15.13%
Anadarko Petroleum Corp.		985,200		77,772
Apache Corp.		185,000		24,673
Chevron Corp.		520,000		56,909
CONSOL Energy, Inc.		260,000		14,063
Devon Energy Corp.		550,000		50,050
El Paso Corp.		3,384,889		65,701
EQT Corp.		657,900		34,612
Exxon Mobil Corp.		2,422,300		213,162
Forest Oil Corp.*		115,000		4,130
Imperial Oil Ltd. (Canada)^(a)		490,000		25,901
QEP Resources, Inc.		680,000		29,056
Range Resources Corp.		910,000		51,370
Southwestern Energy Co.*		1,025,000		44,957

Total				692,356


Pharmaceuticals 3.88%
Teva Pharmaceutical Industries Ltd. ADR		1,601,300		73,227
Warner Chilcott plc Class A (Ireland)^(a)		2,270,085		52,326
Watson Pharmaceuticals, Inc.*		840,000		52,097

Total				177,650


Investments	Shares		Fair Value (000)
Road & Rail 0.43%
Kansas City Southern*		335,500	$	19,496


Semiconductors & Semiconductor Equipment 1.76%
Intel Corp.		2,150,000		49,859
Texas Instruments, Inc.		865,000		30,733

Total				80,592


Software 1.98%
Adobe Systems, Inc.*		1,605,000		53,848
Intuit, Inc.*		414,700		23,041
Microsoft Corp.		520,000		13,530

Total				90,419


Specialty Retail 0.54%
Penske Automotive Group, Inc.*		1,100,000		24,728

Total Common Stocks (cost $3,470,230,130)				4,378,864

See Notes to Financial Statements.

Schedule of Investments (unaudited)(concluded)

FUNDAMENTAL EQUITY FUND April 30, 2011


Investments	Principal Amount (000)		Fair Value (000)
SHORT-TERM INVESTMENT 5.15%

Repurchase Agreement
Repurchase Agreement dated 4/29/2011, 0.01% due 5/2/2011 with Fixed Income Clearing Corp. collateralized by $86,995,000 of Federal Home Loan Bank at 4.625% due 10/10/2012; $135,680,000 of Federal Home Loan Bank at 1.625% due 9/26/2012 and $8,765,000 of Federal Home Loan Mortgage Corp. at 4.625% due 10/25/2012; value: $240,247,344; proceeds: $235,534,046 (cost $235,533,850)	$	235,534	$	235,534

Total Investments in Securities 100.85% (cost $3,705,763,980)				4,614,398

Liabilities in Excess of Cash and Other Assets (0.85%)				(38,876	)

Net Assets 100.00%			$	4,575,522


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

See Notes to Financial Statements.

Schedule of Investments (unaudited)

INTERNATIONAL CORE EQUITY FUND April 30, 2011


Investments	Shares		U.S. $ Fair Value (000)
LONG-TERM INVESTMENTS 95.88%

COMMON STOCKS 95.40%

Belgium 1.35%

Beverages
Anheuser-Busch InBev NV		241,248	$	15,383


Brazil 2.36%

Commercial Banks 0.87%
Banco do Brasil SA		536,600		9,888


Household Durables 0.75%
PDG Realty SA Empreendimentos e Participacoes		1,450,784		8,521


Water Utilities 0.74%
Companhia de Saneamento Basico do Estado de Sao Paulo ADR*		144,100		8,433

Total Brazil				26,842


Canada 2.86%

Metals & Mining 1.17%
First Quantum Minerals Ltd.		93,075		13,264


Oil, Gas & Consumable Fuels 1.69%
Bankers Petroleum Ltd.*		910,895		7,991
Canadian Oil Sands Ltd.		300,600		10,370
Questerre Energy Corp.*		737,283		850

				19,211

Total Canada				32,475


Investments	Shares		U.S. $ Fair Value (000)
China 0.63%

Machinery
Changsha Zoomlion Heavy Industry Science & Technology Development Co., Ltd. H Shares*		2,719,600	$	7,214


Denmark 0.91%

Beverages
Carlsberg AS Class B		86,692		10,296


France 7.42%

Aerospace & Defense 1.39%
Safran SA		406,906		15,790


Commercial Banks 1.67%
Credit Agricole SA		1,138,818		18,959


Construction & Engineering 1.46%
Vinci SA		248,858		16,624


Electrical Equipment 0.79%
Alstom SA		134,565		8,948


Insurance 1.11%
AXA SA		563,422		12,643


Multi-Line Retail 1.00%
PPR		63,493		11,356

Total France				84,320


Germany 7.41%

Air Freight & Logistics 1.29%
Deutsche Post AG Registered Shares		738,146		14,607


Automobiles 0.38%
Daimler AG Registered Shares		56,790		4,364

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

INTERNATIONAL CORE EQUITY FUND April 30, 2011


Investments	Shares		U.S. $ Fair Value (000)
Germany (continued)

Diversified Telecommunication Services 0.59%
Deutsche Telekom AG Registered Shares		402,916	$	6,693


Health Care Equipment & Supplies 1.34%
Fresenius SE & Co. KGaA		145,101		15,229


Household Products 1.17%
Henkel KGaA		234,512		13,314


Machinery 0.73%
GEA Group AG		225,614		8,251


Semiconductors & Semiconductor Equipment 0.47%
Dialog Semiconductor plc*		257,422		5,372


Software 1.44%
SAP AG		254,481		16,396

Total Germany				84,226


Greece 0.63%

Electric: Utilities
Public Power Corp. SA		429,271		7,102


Hong Kong 3.36%

Auto Components 0.64%
Minth Group Ltd.		4,694,000		7,217


Chemicals 0.74%
Huabao International Holdings Ltd.		5,708,000		8,467


Real Estate Management & Development 1.37%
Hysan Development Co., Ltd.		1,016,000		4,742
Wharf Holdings Ltd. (The)		1,484,700		10,859

				15,601


Investments	Shares		U.S. $ Fair Value (000)
Water Utilities 0.61%
Guangdong Investment Ltd.		13,340,000	$	6,905

Total Hong Kong				38,190


Indonesia 1.58%

Commercial Banks 0.67%
PT Bank Negara Indonesia (Persero) Tbk		16,081,314		7,605


Oil, Gas & Consumable Fuels 0.91%
PT Bumi Resources Tbk		25,973,500		10,387

Total Indonesia				17,992


Ireland 1.23%

Information Technology Services
Accenture plc Class A		245,275		14,012


Israel 2.22%

Chemicals 1.04%
Israel Chemicals Ltd.		662,300		11,755


Pharmaceuticals 1.18%
Teva Pharmaceutical Industries Ltd. ADR		293,345		13,415

Total Israel				25,170


Italy 3.53%

Commercial Banks 1.18%
Intesa Sanpaolo SpA*		4,039,308		13,414


Diversified Telecommunication Services 0.80%
Telecom Italia SpA		6,038,788		9,096


Electric: Utilities 1.55%
Enel SpA		2,460,053		17,541

Total Italy				40,051

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

INTERNATIONAL CORE EQUITY FUND April 30, 2011


Investments	Shares		U.S. $ Fair Value (000)
Japan 13.68%

Auto Components 1.30%
Bridgestone Corp.		668,600	$	14,767


Automobiles 1.32%
Honda Motor Co., Ltd.		388,590		14,939


Chemicals 1.14%
Asahi Kasei Corp.		1,877,000		12,974


Commercial Banks 1.30%
Bank of Yokohama Ltd. (The)		2,986,000		14,793


Consumer Finance 0.76%
ORIX Corp.		87,820		8,628


Diversified Financial Services 1.15%
iShares MSCI Japan Index Fund ETF		1,246,023		13,121


Diversified Telecommunication Services 0.80%
Nippon Telegraph & Telephone Corp.		195,400		9,105


Electronic Equipment, Instruments & Components 1.21%
Nippon Electric Glass Co., Ltd.		905,000		13,702


Household Durables 0.69%
Sony Corp.		278,100		7,852


Machinery 0.26%
NSK Ltd.		327,000		2,902


Oil, Gas & Consumable Fuels 1.18%
JX Holdings, Inc.		1,897,900		13,366


Trading Companies & Distributors 2.57%
Mitsui & Co., Ltd.		788,800		14,037


Investments	Shares		U.S. $ Fair Value (000)
Sumitomo Corp.		1,101,800	$	15,199

				29,236

Total Japan				155,385


Luxembourg 0.75%

Metals & Mining
ArcelorMittal		230,723		8,489


Netherlands 3.46%

Diversified Financial Services 1.58%
ING Groep NV CVA*		1,362,896		17,966


Food & Staples Retailing 0.74%
Koninklijke Ahold NV		599,880		8,422


Industrial Conglomerates 1.14%
Koninklijke Philips Electronics NV		435,562		12,916

Total Netherlands				39,304


Norway 1.91%

Chemicals 1.09%
Yara International ASA		211,658		12,397


Commercial Banks 0.82%
DnB NOR ASA		574,400		9,339

Total Norway				21,736


Russia 0.94%

Oil, Gas & Consumable Fuels
Gazprom OAO ADR*		628,400		10,647


Singapore 2.97%

Airlines 0.66%
Singapore Airlines Ltd.		651,500		7,494


Commercial Banks 1.11%
DBS Group Holdings Ltd.		1,034,100		12,656

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

INTERNATIONAL CORE EQUITY FUND April 30, 2011


Investments	Shares		U.S. $ Fair Value (000)
Singapore (continued)

Industrial Conglomerates 1.20%
Keppel Corp., Ltd.		1,401,400	$	13,624

Total Singapore				33,774


South Korea 3.47%

Auto Components 1.80%
Hyundai Mobis		60,966		20,423


Commercial Banks 0.70%
Daegu Bank Ltd.		477,740		7,980


Diversified Telecommunication Services 0.49%
KT Corp.		153,720		5,523


Semiconductors & Semiconductor Equipment 0.48%
Samsung Electronics Co., Ltd.		6,584		5,486

Total South Korea				39,412


Spain 1.40%

Transportation Infrastructure
Abertis Infraestructuras SA		671,855		15,917


Sweden 1.80%

Communications Equipment
Telefonaktiebolaget LM Ericsson ADR		1,342,500		20,406


Switzerland 4.07%

Chemicals 1.01%
Syngenta AG Registered Shares		32,500		11,501


Food Products 1.05%
Nestle SA Registered Shares		191,943		11,916


Investments	Shares		U.S. $ Fair Value (000)
Insurance 0.76%
Swiss Reinsurance Co., Ltd. Registered Shares*		144,610	$	8,618


Pharmaceuticals 1.25%
Novartis AG Registered Shares		238,665		14,168

Total Switzerland				46,203


Taiwan 0.63%

Computers & Peripherals
Wistron Corp.		3,954,065		7,110


Thailand 0.96%

Commercial Banks
Bangkok Bank Public Co., Ltd.		1,922,400		10,948


Turkey 0.95%

Diversified Telecommunication Services
Turk Telekomunikasyon AS		2,073,101		10,795


United Kingdom 22.92%

Commercial Banks 2.89%
Barclays plc		3,120,558		14,835
HSBC Holdings plc		890,733		9,716
HSBC Holdings plc ADR		152,995		8,334

				32,885


Food & Staples Retailing 1.07%
Tesco plc		1,797,518		12,119


Insurance 1.84%
Aviva plc		1,092,538		8,177
Prudential plc		986,380		12,761

				20,938

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

INTERNATIONAL CORE EQUITY FUND April 30, 2011


Investments	Shares		U.S. $ Fair Value (000)
United Kingdom (continued)

Media 2.93%
Pearson plc		691,500	$	13,253
Reed Elsevier plc		989,945		8,770
WPP plc		857,114		11,227

				33,250


Metals & Mining 3.92%
Anglo American plc		277,666		14,555
Vedanta Resources plc		358,187		13,987
Xstrata plc		625,934		16,055

				44,597


Multi-Utilities 1.33%
National Grid plc		1,470,670		15,089


Oil, Gas & Consumable Fuels 3.80%
BG Group plc		702,000		18,078
Tullow Oil plc		1,044,841		25,069

				43,147


Pharmaceuticals 1.33%
GlaxoSmithKline plc ADR		345,795		15,097


Tobacco 2.08%
British American Tobacco plc		228,078		9,966
Imperial Tobacco Group plc		386,423		13,630

				23,596


Wireless Telecommunication Services 1.73%
Vodafone Group plc		6,816,542		19,705

Total United Kingdom				260,423

Total Common Stocks (cost $856,851,418)				1,083,822


Investments	Shares		U.S. $ Fair Value (000)
PREFERRED STOCK 0.48%

Brazil

Independent Power Producers & Energy Traders
Companhia Energetica de Sao Paulo B Shares (cost $4,690,453)		282,900	$	5,474

Total Long-Term Investments (cost $861,541,871)				1,089,296


	Principal Amount (000)
SHORT-TERM INVESTMENT 0.82%

Repurchase Agreement
Repurchase Agreement dated 4/29/2011, 0.01% due 5/2/2011 with Fixed Income Clearing Corp. collateralized by $8,740,000 of Federal National Mortgage Assoc. at 4.75% due 11/19/2012; value: $9,504,750; proceeds: $9,314,495 (cost $9,314,487)	$	9,314		9,314

Total Investments in Securities 96.70% (cost $870,856,358)				1,098,610

Cash, Foreign Cash and Other Assets in Excess of Liabilities^(a)3.30%				37,545

Net Assets 100.00%			$	1,136,155


ADR		American Depositary Receipt.
ETF		Exchange Traded Fund.
*		Non-income producing security.
^(a)		Cash, Foreign Cash and Other Assets in Excess of Liabilities include net unrealized appreciation on forward foreign currency exchange contracts as follows:

See Notes to Financial Statements.

Schedule of Investments (unaudited)(concluded)

INTERNATIONAL CORE EQUITY FUND April 30, 2011

Open Forward Foreign Currency Exchange Contracts at April 30, 2011:


Forward Foreign Currency Exchange Contracts	Transaction Type	Counterparty	Expiration Date	Foreign Currency	U.S. $ Cost on Origination Date		U.S. $ Current Value		Unrealized Appreciation (Depreciation)
Australian dollar	Buy	Barclays Bank plc	5/24/2011	14,950,000	$	14,546,350	$	16,343,388	$	1,797,038
Australian dollar	Buy	Goldman Sachs	6/22/2011	42,870,000		42,595,203		46,693,524		4,098,321
euro	Buy	Credit Suisse	6/22/2011	27,900,000		37,839,096		41,267,724		3,428,628
Japanese yen	Buy	UBS AG	5/18/2011	2,955,000,000		35,716,444		36,431,603		715,159
Swiss franc	Buy	Merrill Lynch	6/22/2011	19,830,000		21,264,047		22,931,773		1,667,726
Brazilian real	Sell	Morgan Stanley	5/18/2011	10,900,000		6,276,994		6,923,230		(646,236)
British pound	Sell	Barclays Bank plc	6/22/2011	16,425,000		26,567,602		27,418,271		(850,669)
Canadian dollar	Sell	Morgan Stanley	6/22/2011	15,835,000		15,944,539		16,716,448		(771,909)
euro	Sell	Credit Suisse	6/22/2011	7,440,000		10,488,019		11,004,726		(516,707)
euro	Sell	Credit Suisse	6/22/2011	7,460,000		10,797,753		11,034,309		(236,556)
Israeli new shekel	Sell	Goldman Sachs	5/24/2011	38,646,500		10,644,952		11,420,785		(775,833)
Norwegian krone	Sell	UBS AG	6/22/2011	60,300,000		10,618,067		11,459,319		(841,252)
South Korean won	Sell	Merrill Lynch	5/18/2011	10,675,000,000		9,552,573		9,951,390		(398,817)

Net Unrealized Appreciation on Forward Foreign Currency Exchange Contracts									$	6,668,893

See Notes to Financial Statements.

Schedule of Investments (unaudited)

INTERNATIONAL DIVIDEND INCOME FUND April 30, 2011


Investments	Shares		U.S. $ Fair Value (000)
LONG-TERM INVESTMENTS 98.06%

COMMON STOCKS 97.32%

Australia 10.85%

Beverages 1.30%
Coca-Cola Amatil Ltd.		582,195	$	7,620


Commercial Banks 1.36%
National Australia Bank Ltd.		268,991		7,984


Construction & Engineering 0.47%
UGL Ltd.		168,302		2,782


Diversified Financial Services 0.66%
ASX Ltd.		109,814		3,864


Diversified Telecommunication Services 1.58%
Telstra Corp., Ltd.		2,913,928		9,294


Food & Staples Retailing 1.04%
Metcash Ltd.		1,369,731		6,096


Insurance 1.39%
QBE Insurance Group Ltd.		398,011		8,162


Multi-Line Retail 0.48%
Myer Holdings Ltd.		809,362		2,803


Multi-Utilities 1.08%
DUET Group		3,393,759		6,324


Real Estate Investment Trusts 1.49%
Charter Hall Office REIT		1,141,635		4,392
GPT Group		1,260,669		4,367

				8,759

Total Australia				63,688


Investments	Shares		U.S. $ Fair Value (000)
Austria 0.83%

Air Freight & Logistics
Oesterreichische Post AG		135,122	$	4,891


Brazil 2.69%

Commercial Banks 1.21%
Banco do Brasil SA		384,600		7,087


Insurance 0.75%
Sul America SA Unit		343,000		4,404


Water Utilities 0.73%
Companhia de Saneamento Basico do Estado de Sao Paulo ADR*		73,700		4,313

Total Brazil				15,804


Canada 1.56%

Media 0.46%
Yellow Media, Inc.		538,055		2,707


Oil, Gas & Consumable Fuels 1.10%
Baytex Energy Corp.		104,831		6,460

Total Canada				9,167


China 0.73%

Commercial Banks
Bank of China Ltd. H Shares		7,779,100		4,297


Czech Republic 3.93%

Commercial Banks 0.96%
Komercni Banka AS		21,245		5,603


Electric: Utilities 2.97%
CEZ AS		304,112		17,437

Total Czech Republic				23,040

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

INTERNATIONAL DIVIDEND INCOME FUND April 30, 2011


Investments	Shares		U.S. $ Fair Value (000)
Finland 0.99%

Pharmaceuticals
Orion OYJ Class B		234,729	$	5,834


France 3.52%

Construction & Engineering 1.45%
Vinci SA		127,197		8,497


Insurance 1.04%
AXA SA		272,193		6,108


Multi-Line Retail 1.03%
PPR		33,739		6,034

Total France				20,639


Germany 4.25%

Air Freight & Logistics 1.32%
Deutsche Post AG Registered Shares*		393,235		7,781


Chemicals 1.39%
BASF SE		79,303		8,152


Electric: Utilities 1.54%
E. On AG		264,047		9,027

Total Germany				24,960


Greece 1.11%

Electric: Utilities
Public Power Corp. SA		393,576		6,511


Hong Kong 2.83%

Communications Equipment 1.17%
VTech Holdings Ltd.		602,400		6,865


Real Estate Management & Development 1.01%
Swire Pacific Ltd. A Shares		386,500		5,902


Investments	Shares		U.S. $ Fair Value (000)
Water Utilities 0.65%
Guangdong Investment Ltd.		7,424,000	$	3,843

Total Hong Kong				16,610


Hungary 1.22%

Diversified Telecommunication Services
Magyar Telekom Telecommunications plc		2,102,259		7,170


Israel 1.01%

Chemicals
Israel Chemicals Ltd.		333,190		5,914


Italy 7.89%

Commercial Banks 0.79%
Intesa Sanpaolo SpA		1,402,783		4,658


Diversified Telecommunication Services 1.23%
Telecom Italia SpA		4,783,514		7,206


Electric: Utilities 2.98%
Enel SpA		2,457,962		17,526


Hotels, Restaurants & Leisure 1.55%
Lottomatica SpA		406,491		9,079


Oil, Gas & Consumable Fuels 1.34%
Eni SpA ADR		145,980		7,845

Total Italy				46,314


Japan 5.02%

Diversified Telecommunication Services 1.40%
Nippon Telegraph & Telephone Corp.		175,800		8,192


Office Electronics 1.08%
Canon, Inc.		134,800		6,348

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

INTERNATIONAL DIVIDEND INCOME FUND April 30, 2011


Investments	Shares		U.S. $ Fair Value (000)
Japan (continued)

Trading Companies & Distributors 2.54%
Mitsui & Co., Ltd.		434,500	$	7,732
Sumitomo Corp.		520,400		7,179

				14,911

Total Japan				29,451


Luxembourg 0.55%

Metals & Mining
ArcelorMittal		88,472		3,255


Mexico 0.24%

Metals & Mining
Grupo Mexico SAB de CV Series B		403,900		1,398


Netherlands 1.11%

Oil, Gas & Consumable Fuels
Royal Dutch Shell plc ADR		83,700		6,485


New Zealand 0.86%

Construction Materials
Fletcher Building Ltd.		682,142		5,073


Norway 3.66%

Energy Equipment & Services 1.68%
Aker Drilling ASA*		343,717		1,179
Seadrill Ltd.		243,686		8,688

				9,867


Food Products 1.25%
Marine Harvest		5,577,696		7,367


Specialty Retail 0.73%
Statoil Fuel & Retail ASA*		379,698		4,259

Total Norway				21,493


Investments	Shares		U.S. $ Fair Value (000)
Poland 1.54%

Diversified Telecommunication Services
Telekomunikacja Polska SA		1,366,101	$	9,031


Portugal 0.98%

Electric: Utilities
EDP-Energias de Portugal SA		1,404,045		5,740


Singapore 1.69%

Commercial Banks 0.98%
DBS Group Holdings Ltd.		467,975		5,727


Real Estate Investment Trusts 0.71%
CapitaRetail China Trust		4,061,000		4,180

Total Singapore				9,907


South Africa 1.55%

Metals & Mining
Kumba Iron Ore Ltd.		124,282		9,087


South Korea 0.59%

Capital Markets
Daishin Securities Co., Ltd.		257,230		3,468


Spain 9.40%

Commercial Banks 2.18%
Banco Bilbao Vizcaya Argentaria SA		499,011		6,400
Banco Santander SA ADR		514,900		6,385

				12,785


Diversified Financial Services 1.73%
Bolsas y Mercados Espanoles SA		300,646		10,182

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

INTERNATIONAL DIVIDEND INCOME FUND April 30, 2011


Investments	Shares		U.S. $ Fair Value (000)
Spain (continued)

Diversified Telecommunication Services 1.60%
Telefonica SA		348,532	$	9,370


Insurance 1.76%
Mapfre SA		2,477,576		10,348


Oil, Gas & Consumable Fuels 0.73%
Repsol YPF SA		120,136		4,290


Transportation Infrastructure 1.40%
Abertis Infraestructuras SA		346,337		8,205

Total Spain				55,180


Switzerland 2.11%

Insurance 1.01%
Swiss Reinsurance Co., Ltd. Registered Shares*		98,778		5,887


Pharmaceuticals 1.10%
Novartis AG Registered Shares		108,920		6,466

Total Switzerland				12,353


Taiwan 1.89%

Computers & Peripherals 0.62%
Wistron Corp.		2,025,000		3,641


Semiconductors & Semiconductor Equipment 1.27%
Siliconware Precision Industries Co. ADR		1,094,620		7,422

Total Taiwan				11,063


Thailand 1.23%

Real Estate Management & Development
L.P.N. Development pcl		20,100,300		7,205


Investments	Shares		U.S. $ Fair Value (000)
Turkey 3.42%

Automobiles 1.01%
Ford Otomotiv Sanayi AS		586,914	$	5,962


Diversified Telecommunication Services 1.42%
Turk Telekomunikasyon AS		1,598,104		8,322


Oil, Gas & Consumable Fuels 0.99%
Tupras Turkiye Petrol Rafinerileri AS		178,373		5,793

Total Turkey				20,077


United Kingdom 18.07%

Commercial Banks 0.96%
HSBC Holdings plc		518,374		5,654


Consumer Finance 1.38%
Provident Financial plc		480,863		8,105


Food & Staples Retailing 0.69%
Tesco plc		598,448		4,035


Food Products 1.27%
Unilever plc		229,794		7,465


Insurance 2.81%
Aviva plc		599,620		4,487
Catlin Group Ltd.		1,136,350		7,514
Prudential plc		344,423		4,456

				16,457


Internet & Catalog Retail 1.19%
Home Retail Group plc		1,883,601		6,953


Metals & Mining 0.88%
Vedanta Resources plc		132,609		5,178


Multi-Utilities 1.63%
National Grid plc		930,206		9,544

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

INTERNATIONAL DIVIDEND INCOME FUND April 30, 2011


Investments	Shares		U.S. $ Fair Value (000)
United Kingdom (continued)

Pharmaceuticals 2.07%
AstraZeneca plc		84,684	$	4,202
GlaxoSmithKline plc		363,513		7,941

				12,143


Road & Rail 1.33%
Stagecoach Group plc		1,895,822		7,827


Tobacco 2.21%
British American Tobacco plc		137,437		6,006
Imperial Tobacco Group plc		197,943		6,982

				12,988


Wireless Telecommunication Services 1.65%
Vodafone Group plc		3,347,936		9,678

Total United Kingdom				106,027

Total Common Stocks (cost $486,800,486)				571,132


PREFERRED STOCK 0.74%

Brazil

Electric: Utilities
Companhia Energetica do Ceara (cost $3,823,847)		198,700		4,358

Total Long-Term Investments (cost $490,624,333)				575,490


Investments	Principal Amount (000)		U.S. $ Fair Value (000)
SHORT-TERM INVESTMENT 1.32%

Repurchase Agreement
Repurchase Agreement dated 4/29/2011, 0.01% due 5/2/2011 with Fixed Income Clearing Corp. collateralized by $7,265,000 of Federal National Mortgage Assoc. at 4.75% due 11/19/2012, value: $7,900,688; proceeds: $7,745,431 (cost $7,745,425)	$	7,745	$	7,745

Total Investments in Securities 99.38% (cost $498,369,758)				583,235

Cash, Foreign Cash and Other Assets in Excess of Liabilities^(a) 0.62%				3,627

Net Assets 100.00%			$	586,862


ADR		American Depositary Receipt.
Unit		More than one class of securities traded together.
*		Non-income producing security.
^(a)		Cash, Foreign Cash and Other Assets in Excess of Liabilities include net unrealized appreciation on forward foreign currency exchange contracts as follows:

See Notes to Financial Statements.

Schedule of Investments (unaudited)(concluded)

INTERNATIONAL DIVIDEND INCOME FUND April 30, 2011

Open Forward Foreign Currency Exchange Contracts at April 30, 2011:


Forward Foreign Currency Exchange Contracts	Transaction Type	Counterparty	Expiration Date	Foreign Currency	U.S. $ Cost On Origination Date		U.S. $ Current Value		Unrealized Appreciation (Depreciation)
Australian dollar	Buy	Goldman Sachs	6/22/2011	4,620,000	$	4,590,386	$	5,032,053	$	441,667
Canadian dollar	Buy	Morgan Stanley	6/22/2011	4,540,000		4,603,435		4,792,717		189,282
Canadian dollar	Buy	Credit Suisse	8/26/2011	2,120,000		2,214,354		2,234,191		19,837
euro	Buy	Credit Suisse	6/7/2011	25,570,000		34,826,084		37,836,696		3,010,612
euro	Buy	Barclays Bank plc	8/1/2011	11,450,000		16,087,250		16,916,120		828,870
euro	Buy	Goldman Sachs	8/8/2011	15,140,000		21,500,011		22,362,528		862,517
Indonesian rupiah	Buy	UBS AG	8/1/2011	80,000,000,000		9,116,809		9,194,418		77,609
Israeli new shekel	Buy	PB Financial Services, Inc.	8/1/2011	28,300,000		8,046,173		8,337,685		291,512
Israeli new shekel	Buy	UBS AG	8/29/2011	38,800,000		11,313,042		11,417,185		104,143
Brazilian real	Sell	Goldman Sachs	8/1/2011	18,000,000		10,723,861		11,323,051		(599,190)
British pound	Sell	Barclays Bank plc	6/22/2011	5,590,000		9,024,049		9,331,393		(307,344)
British pound	Sell	PB Financial Services, Inc.	8/30/2011	7,800,000		12,847,536		13,007,322		(159,786)
Japanese yen	Sell	Morgan Stanley	6/22/2011	715,500,000		8,594,388		8,822,717		(228,329)
Japanese yen	Sell	Morgan Stanley	6/22/2011	213,600,000		2,642,420		2,633,868		8,552
Norwegian krone	Sell	Morgan Stanley	6/22/2011	29,700,000		5,288,179		5,644,142		(355,963)
Singapore dollar	Sell	UBS AG	6/22/2011	5,965,000		4,676,964		4,873,175		(196,211)
South Korean won	Sell	UBS AG	6/20/2011	5,150,000,000		4,577,777		4,790,377		(212,600)
Turkish lira	Sell	Credit Suisse	6/22/2011	20,900,000		13,211,960		13,625,612		(413,652)

Net Unrealized Appreciation on Forward Foreign Currency Exchange Contracts									$	3,361,526

See Notes to Financial Statements.

Schedule of Investments (unaudited)

INTERNATIONAL OPPORTUNITIES FUND April 30, 2011


Investments	Shares		U.S. $ Fair Value (000)
LONG-TERM INVESTMENTS 97.27%

COMMON STOCKS 95.99%

Australia 2.94%

Chemicals 1.38%
Incitec Pivot Ltd.		1,491,256	$	6,146


Metals & Mining 0.72%
Medusa Mining Ltd.		363,012		3,195


Trading Companies & Distributors 0.84%
Emeco Holdings Ltd.		3,107,808		3,730

Total Australia				13,071


Brazil 1.74%

Insurance 1.31%
Brasil Insurance Participacoes e Administracao SA*		4,600		5,789


Real Estate Management & Development 0.43%
BR Properties SA		159,400		1,915

Total Brazil				7,704


Canada 4.90%

Metals & Mining 3.84%
Centerra Gold, Inc.		175,068		3,257
Equinox Minerals Ltd.*		496,000		4,246
Inmet Mining Corp.		58,359		4,096
Quadra FNX Mining Ltd.*		332,432		5,456

				17,055


Oil, Gas & Consumable Fuels 1.06%
Bankers Petroleum Ltd.*		535,100		4,694

Total Canada				21,749


Finland 1.75%

Leisure Equipment & Products 1.15%
Amer Sports OYJ A Shares		313,296		5,137


Investments	Shares		U.S. $ Fair Value (000)
Machinery 0.60%
Konecranes OYJ		55,191	$	2,654

Total Finland				7,791


France 2.85%

Beverages 1.09%
Remy Cointreau SA		58,582		4,828


Computers & Peripherals 0.49%
Gemalto NV		42,696		2,188


Media 1.27%
Ipsos SA		108,063		5,618

Total France				12,634


Germany 9.40%

Aerospace & Defense 1.24%
MTU Aero Engines Holding AG		71,641		5,491


Building Products 0.94%
NORMA Group*		138,701		4,176


Chemicals 0.95%
Symrise GmbH & Co. AG		127,946		4,220


Electrical Equipment 0.52%
Tognum AG		59,845		2,296


Industrial Conglomerates 1.26%
Rheinmetall AG		62,568		5,612


Life Sciences Tools & Services 1.38%
Gerresheimer AG		127,068		6,144


Machinery 0.58%
GEA Group AG		70,238		2,569


Semiconductors & Semiconductor Equipment 0.68%
Dialog Semiconductor plc*		144,369		3,013

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

INTERNATIONAL OPPORTUNITIES FUND April 30, 2011


Investments	Shares		U.S. $ Fair Value (000)
Germany (continued)

Trading Companies & Distributors 0.98%
Kloeckner & Co. SE*		121,430	$	4,367


Transportation Infrastructure 0.87%
Hamburger Hafen und Logistik AG		79,774		3,870

Total Germany				41,758


Greece 0.96%

Specialty Retail
Jumbo SA		526,472		4,250


Hong Kong 3.70%

Auto Components 0.97%
Minth Group Ltd.		2,796,000		4,299


Communications Equipment 0.72%
VTech Holdings Ltd.		281,800		3,211


Construction & Engineering 0.98%
China State Construction International Holdings Ltd.		4,454,000		4,353


Hotels, Restaurants & Leisure 0.77%
REXLot Holdings Ltd.		33,600,000		3,418


Specialty Retail 0.26%
Pou Sheng International Holdings Ltd.*		7,470,000		1,154

Total Hong Kong				16,435


India 0.92%

Real Estate Management & Development
Housing Development & Infrastructure Ltd.*		1,118,249		4,068


Investments	Shares		U.S. $ Fair Value (000)
Indonesia 1.02%

Commercial Banks
PT Bank Negara Indonesia (Persero) Tbk		9,566,808	$	4,524


Ireland 1.19%

Beverages 0.67%
C&C Group plc		577,726		2,961


Machinery 0.52%
Charter International plc		167,673		2,304

Total Ireland				5,265


Italy 7.13%

Beverages 0.51%
Davide Campari-Milano SpA		316,359		2,278


Capital Markets 0.86%
Azimut Holding SpA		300,435		3,840


Electric: Utilities 1.11%
Iren SpA		2,381,762		4,918


Electrical Equipment 0.77%
Prysmian SpA		145,490		3,433


Insurance 1.61%
Milano Assicurazioni SpA*		1,762,425		2,600
Unipol Gruppo Finanziario SpA		5,634,696		4,557

				7,157


Internet & Catalog Retail 1.05%
Yoox SpA*		255,318		4,640


Textiles, Apparel & Luxury Goods 0.73%
Safilo Group SpA*		170,136		3,248

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

INTERNATIONAL OPPORTUNITIES FUND April 30, 2011


Investments	Shares		U.S. $ Fair Value (000)
Italy (continued)

Transportation Infrastructure 0.49%
Ansaldo STS SpA		139,739	$	2,159

Total Italy				31,673


Japan 15.96%

Chemicals 0.62%
ZEON Corp.		307,000		2,773


Communications Equipment 0.45%
Hitachi Kokusai Electric, Inc.		240,000		2,001


Containers & Packaging 1.31%
FP Corp.		101,000		5,829


Diversified Consumer Services 0.85%
Benesse Holdings, Inc.		90,400		3,760


Electronic Equipment, Instruments & Components 1.18%
Nippon Electric Glass Co., Ltd.		347,000		5,254


Health Care Equipment & Supplies 0.88%
Hogy Medical Co., Ltd.		94,200		3,890


Household Durables 1.03%
Makita Corp.		99,300		4,566


Information Technology Services 0.44%
Obic Co., Ltd.		10,640		1,973


Internet & Catalog Retail 2.13%
DeNA Co., Ltd.		91,900		3,450
Start Today Co., Ltd.		342,900		5,995

				9,445


Internet Software & Services 1.40%
Gree, Inc.		301,000		6,199


Investments	Shares		U.S. $ Fair Value (000)
Machinery 2.92%
Hitachi Construction Machinery Co., Ltd.		164,700	$	4,015
Nabtesco Corp.		231,900		5,937
Sumitomo Heavy Industries Ltd.		456,000		3,007

				12,959


Multi-Line Retail 1.01%
Don Quijote Co., Ltd.		119,800		4,487


Real Estate Investment Trusts 0.62%
United Urban Investment Corp.		2,179		2,765


Specialty Retail 0.55%
Nitori Holdings Co., Ltd.		28,300		2,447


Wireless Telecommunication Services 0.57%
Okinawa Cellular Telephone Co.		1,126		2,539

Total Japan				70,887


Mexico 0.69%

Beverages
Embotelladoras Arca SAB de CV		500,861		3,042


Netherlands 3.56%

Metals & Mining 1.09%
New World Resources NV A Shares		284,976		4,841


Professional Services 1.41%
Brunel International NV		123,629		6,271


Semiconductors & Semiconductor Equipment 1.06%
ASM International NV*		108,117		4,696

Total Netherlands				15,808

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

INTERNATIONAL OPPORTUNITIES FUND April 30, 2011


Investments	Shares		U.S. $ Fair Value (000)
Norway 1.43%

Energy Equipment & Services
Aker Drilling ASA*		530,047	$	1,819
Electromagnetic GeoServices ASA*		1,023,940		2,518
Ocean Rig UDW, Inc.*		94,089		2,026

Total Norway				6,363


Philippines 4.89%

Commercial Banks 1.67%
Metropolitan Bank & Trust Co.*		1,827,819		2,931
Philippine National Bank*		3,003,630		4,491

				7,422


Food & Staples Retailing 1.17%
Alliance Global Group, Inc.		18,783,500		5,204


Real Estate Management & Development 2.05%
Filinvest Land, Inc.		174,362,000		5,172
Megaworld Corp.		71,726,000		3,904

				9,076

Total Philippines				21,702


South Africa 0.32%

Specialty Retail
Lewis Group Ltd.		118,264		1,422


South Korea 1.84%

Auto Components 1.25%
Mando Corp.		31,540		5,533


Commercial Banks 0.59%
Daegu Bank Ltd.		158,040		2,640

Total South Korea				8,173


Investments	Shares		U.S. $ Fair Value (000)
Spain 1.32%

Food Products
Ebro Foods SA		93,126	$	2,299
Viscofan SA		80,793		3,562

Total Spain				5,861


Sweden 1.41%

Commercial Services & Supplies 0.93%
Intrum Justitia AB		273,262		4,138


Food & Staples Retailing 0.48%
Axfood AB		57,937		2,129

Total Sweden				6,267


Switzerland 3.00%

Capital Markets 1.16%
EFG International AG		346,455		5,167


Hotels, Restaurants & Leisure 0.19%
Orascom Development Holding AG EDR*		422,872		852


Household Durables 1.09%
Forbo Holding AG Registered Shares*		5,884		4,816


Specialty Retail 0.56%
Dufry Group Registered Shares*		18,933		2,475

Total Switzerland				13,310


Taiwan 0.94%

Computers & Peripherals
Wistron Corp.		2,327,566		4,186


Thailand 0.81%

Real Estate Management & Development
Quality Houses pcl		45,683,900		3,581

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

INTERNATIONAL OPPORTUNITIES FUND April 30, 2011


Investments	Shares		U.S. $ Fair Value (000)
Turkey 0.48%

Food Products
Ulker Biskuvi Sanayi AS		536,058	$	2,143


United Kingdom 20.84%

Airlines 0.84%
easyJet plc*		642,624		3,750


Capital Markets 1.48%
3i Group plc		725,503		3,402
Schroders plc		99,361		3,157

				6,559


Chemicals 1.21%
Croda International plc		170,383		5,353


Commercial Services & Supplies 2.94%
Aggreko plc		163,116		4,880
Babcock International Group plc		264,932		2,838
Regus plc		2,853,942		5,352

				13,070


Consumer Finance 0.99%
Provident Financial plc		259,655		4,377


Electrical Equipment 0.06%
Ceres Power Holdings plc*		371,701		286


Electronic Equipment, Instruments & Components 0.67%
Premier Farnell plc		624,845		2,980


Hotels, Restaurants & Leisure 1.51%
Bwin.Party Digital Entertainment plc*		1,974,417		5,059
Sportingbet plc		2,059,776		1,651

				6,710


Investments	Shares		U.S. $ Fair Value (000)
Insurance 1.29%
Amlin plc		481,466	$	3,367
Catlin Group Ltd.		359,459		2,377

				5,744


Internet Software & Services 0.99%
Telecity Group plc*		498,627		4,389


Media 1.10%
Aegis Group plc		2,077,679		4,868


Multi-Line Retail 1.48%
Debenhams plc*		2,877,339		3,286
Next plc		87,908		3,294

				6,580


Oil, Gas & Consumable Fuels 3.52%
Afren plc*		1,998,964		5,354
Dragon Oil plc*		597,275		5,547
Premier Oil plc*		141,265		4,748

				15,649


Professional Services 2.20%
Intertek Group plc		128,843		4,577
Michael Page International plc		560,587		5,189

				9,766


Specialty Retail 0.56%
Carphone Warehouse Group plc*		372,144		2,472

Total United Kingdom				92,553

Total Common Stocks (cost $339,658,801)				426,220


PREFERRED STOCKS 1.24%

Brazil 1.24%

Electric: Utilities 0.78%
Companhia de Transmissao de Energia Eletrica Paulista		106,642		3,456

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

INTERNATIONAL OPPORTUNITIES FUND April 30, 2011


Investments	Shares		U.S. $ Fair Value (000)
Brazil (continued)

Machinery 0.46%
Marcopolo SA		455,858	$	2,040

Total Preferred Stocks (cost $4,205,179)				5,496


RIGHTS 0.04%

Brazil 0.00%

Electric: Utilities
Cia de Transmissao de Energia Electrica Paulista*^(a)		1,059		1


Hong Kong 0.04%

Construction & Engineering
China State Construction International Holdings Ltd.*^(b)		890,800		180

Total Rights (cost $0)				181

Total Long-Term Investments (cost $343,863,980)				431,897


Investments	Principal Amount (000)		Fair Value (000)
SHORT-TERM INVESTMENT 3.36%

Repurchase Agreement
Repurchase Agreement dated 4/29/2011, 0.01% due 5/2/2011 with Fixed Income Clearing Corp. collateralized by $14,005,000 of Federal National Mortgage Assoc. at 4.75% due 11/19/2012; value: $15,230,438; proceeds: $14,930,529 (cost $14,930,517)	$	14,930	$	14,930

Total Investments in Securities 100.63% (cost $358,794,497)				446,827

Liabilities in Excess of Cash, Foreign Cash and Other Assets^(c) (0.63%)				(2,790	)

Net Assets 100.00%			$	444,037


EDR		Egyptian Depositary Receipt.
*		Non-income producing security.
^(a)		Exercise price of 50.24 BRL and expiration date of 5/24/2011.
^(b)		Exercise price of 6.00 HKD and expiration date of 5/5/2011.
^(c)		Liabilities in Excess of Cash, Foreign Cash and Other Assets include net unrealized appreciation on forward foreign currency exchange contracts as follows:

See Notes to Financial Statements.

Schedule of Investments (unaudited)(concluded)

INTERNATIONAL OPPORTUNITIES FUND April 30, 2011

Open Forward Foreign Currency Exchange Contracts at April 30, 2011:


Forward Foreign Currency Exchange Contracts	Transaction Type		Counterparty		Expiration Date		Foreign Currency		U.S. $ Cost On Origination Date		U.S. $ Current Value		Unrealized Appreciation (Depreciation)
Australian dollar		Buy		Merrill Lynch		6/22/2011		8,110,000	$	8,000,758	$	8,833,321	$	832,563
Australian dollar		Buy		UBS AG		8/8/2011		2,780,000		2,832,959		3,009,831		176,872
Canadian dollar		Buy		Barclays Bank plc		5/24/2011		2,670,000		2,665,921		2,820,566		154,645
Canadian dollar		Buy		Morgan Stanley		6/22/2011		12,000,000		12,167,671		12,667,975		500,304
Canadian dollar		Buy		Morgan Stanley		6/22/2011		7,955,000		8,010,029		8,397,812		387,783
Canadian dollar		Buy		Goldman Sachs		8/8/2011		5,275,000		5,453,324		5,561,985		108,661
euro		Buy		Merrill Lynch		6/22/2011		2,915,000		3,998,943		4,311,664		312,721
Singapore dollar		Buy		Credit Suisse		6/14/2011		6,550,000		5,123,992		5,351,049		227,057
South Korean won		Buy		PB Financial Services, Inc.		6/10/2011		9,000,000,000		8,122,744		8,377,134		254,390
Swiss franc		Buy		Goldman Sachs		8/2/2011		5,540,000		6,020,757		6,407,712		386,955
Swiss franc		Buy		Goldman Sachs		8/8/2011		6,158,250		6,700,378		7,122,917		422,539
Brazilian real		Sell		UBS AG		8/8/2011		12,000,000		7,249,003		7,539,052		(290,049	)
British pound		Sell		Credit Suisse		6/22/2011		7,383,000		11,980,542		12,324,450		(343,908	)
Philippine peso		Sell		UBS AG		6/10/2011		480,000,000		11,031,947		11,189,749		(157,802	)

Net Unrealized Appreciation on Forward Foreign Currency Exchange Contracts													$	2,972,731

See Notes to Financial Statements.

Schedule of Investments (unaudited)

LARGE CAP VALUE FUND April 30, 2011


Investments	Shares		Fair Value (000)
COMMON STOCKS 98.22%

Aerospace & Defense 1.46%
Honeywell International, Inc.		5,470	$	335
Raytheon Co.		1,600		78
United Technologies Corp.		4,360		390

Total				803


Automobiles 1.29%
Ford Motor Co.*		31,050		480
General Motors Co.*		7,260		233

Total				713


Beverages 1.67%
Coca-Cola Co. (The)		6,160		415
PepsiCo, Inc.		7,300		503

Total				918


Biotechnology 0.65%
Amgen, Inc.*		3,390		193
Human Genome Sciences, Inc.*		5,700		168

Total				361


Capital Markets 5.04%
Bank of New York Mellon Corp. (The)		6,224		180
Goldman Sachs Group, Inc. (The)		8,890		1,343
Morgan Stanley		22,710		594
State Street Corp.		6,880		320
T. Rowe Price Group, Inc.		5,360		344

Total				2,781


Chemicals 4.95%
Agrium, Inc. (Canada)^(a)		2,590		234
Dow Chemical Co. (The)		29,870		1,225
E.I. du Pont de Nemours & Co.		7,450		423
Monsanto Co.		5,560		378


Investments	Shares		Fair Value (000)
Potash Corp. of Saskatchewan, Inc. (Canada)^(a)		8,300	$	468

Total				2,728


Commercial Banks 7.15%
BB&T Corp.		2,850		77
Comerica, Inc.		8,140		309
Fifth Third Bancorp		37,610		499
PNC Financial Services Group, Inc. (The)		11,730		731
Regions Financial Corp.		30,790		226
SunTrust Banks, Inc.		18,550		523
Wells Fargo & Co.		54,080		1,574

Total				3,939


Computers & Peripherals 1.31%
Dell, Inc.*		19,870		308
EMC Corp.*		11,740		333
Hewlett-Packard Co.		1,990		80

Total				721


Consumer Finance 1.47%
Capital One Financial Corp.		14,790		810


Containers & Packaging 0.33%
Owens-Illinois, Inc.*		6,160		183


Diversified Financial Services 7.54%
Bank of America Corp.		114,619		1,407
Citigroup, Inc.*		175,990		808
JPMorgan Chase & Co.		42,490		1,939

Total				4,154


Diversified Telecommunication Services 3.75%
AT&T, Inc.		36,833		1,146
CenturyLink, Inc.		9,720		397
Verizon Communications, Inc.		13,900		525

Total				2,068

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

LARGE CAP VALUE FUND April 30, 2011


Investments	Shares		Fair Value (000)
Electric: Utilities 1.14%
Duke Energy Corp.		9,450	$	176
NextEra Energy, Inc.		2,030		115
Progress Energy, Inc.		1,660		79
Southern Co.		6,630		259

Total				629


Electronic Equipment, Instruments & Components 1.18%
Arrow Electronics, Inc.*		3,430		156
Avnet, Inc.*		5,790		210
Corning, Inc.		13,680		287

Total				653


Energy Equipment & Services 2.27%
Cameron International Corp.*		2,950		155
Halliburton Co.		7,470		377
Schlumberger Ltd.		8,019		720

Total				1,252


Food & Staples Retailing 0.89%
CVS Caremark Corp.		13,530		490


Food Products 0.55%
General Mills, Inc.		4,890		189
Kraft Foods, Inc. Class A		3,455		116

Total				305


Health Care Equipment & Supplies 0.47%
Baxter International, Inc.		3,330		190
Covidien plc (Ireland)^(a)		1,280		71

Total				261


Health Care Providers & Services 3.36%
AmerisourceBergen Corp.		2,610		106
HCA Holdings, Inc.*		4,730		155
McKesson Corp.		6,550		544
UnitedHealth Group, Inc.		15,230		750
WellPoint, Inc.		3,860		296

Total				1,851


Investments	Shares		Fair Value (000)
Hotels, Restaurants & Leisure 2.71%
Carnival Corp.		20,500	$	780
Marriott International, Inc. Class A		13,399		473
Starwood Hotels & Resorts Worldwide, Inc.		4,010		239

Total				1,492


Household Products 1.90%
Colgate-Palmolive Co.		4,380		370
Procter & Gamble Co. (The)		10,420		676

Total				1,046


Industrial Conglomerates 2.12%
General Electric Co.		57,150		1,169


Insurance 1.61%
MetLife, Inc.		8,210		384
Prudential Financial, Inc.		7,930		503

Total				887


Life Sciences Tools & Services 0.77%
Thermo Fisher Scientific, Inc.*		7,040		422


Machinery 3.06%
Caterpillar, Inc.		4,760		549
Eaton Corp.		11,274		604
Joy Global, Inc.		2,280		230
Parker Hannifin Corp.		3,220		304

Total				1,687


Media 7.93%
Comcast Corp. Class A		28,400		745
News Corp. Class A		29,720		530
Omnicom Group, Inc.		12,370		608
Time Warner Cable, Inc.		7,523		588
Time Warner, Inc.		13,570		514
Viacom, Inc. Class B		8,480		434
Walt Disney Co. (The)		22,160		955

Total				4,374

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

LARGE CAP VALUE FUND April 30, 2011


Investments	Shares		Fair Value (000)
Metals & Mining 2.79%
Barrick Gold Corp. (Canada)^(a)		3,540	$	181
Cliffs Natural Resources, Inc.		5,660		530
Freeport-McMoRan Copper & Gold, Inc.		9,080		500
Nucor Corp.		590		28
United States Steel Corp.		6,320		301

Total				1,540


Multi-Line Retail 1.45%
J.C. Penney Co., Inc.		10,490		403
Kohl’s Corp.		2,560		135
Target Corp.		5,270		259

Total				797


Multi-Utilities 0.17%
PG&E Corp.		2,060		95


Oil, Gas & Consumable Fuels 12.81%
Anadarko Petroleum Corp.		5,760		455
Apache Corp.		4,340		579
Canadian Natural Resources Ltd. (Canada)^(a)		660		31
Cenovus Energy, Inc. (Canada)^(a)		1,880		72
Chevron Corp.		15,520		1,699
Devon Energy Corp.		2,740		249
El Paso Corp.		18,370		357
EOG Resources, Inc.		1,960		221
Exxon Mobil Corp.		8,281		729
Hess Corp.		10,780		927
Occidental Petroleum Corp.		7,500		857
Range Resources Corp.		3,230		182
Southwestern Energy Co.*		4,480		196
Suncor Energy, Inc. (Canada)^(a)		11,020		507

Total				7,061


Pharmaceuticals 5.73%
Johnson & Johnson		9,410		618


Investments	Shares		Fair Value (000)
Merck & Co., Inc.		23,770	$	855
Pfizer, Inc.		67,180		1,408
Teva Pharmaceutical Industries Ltd. ADR		6,120		280

Total				3,161


Real Estate Investment Trusts 0.85%
Host Hotels & Resorts, Inc.		26,358		469


Road & Rail 2.80%
CSX Corp.		1,570		124
Hertz Global Holdings, Inc.*		59,880		1,030
Union Pacific Corp.		3,780		391

Total				1,545


Semiconductors & Semiconductor Equipment 1.54%
Intel Corp.		11,810		274
Micron Technology, Inc.*		18,030		204
Texas Instruments, Inc.		10,420		370

Total				848


Software 2.06%
Activision Blizzard, Inc.		14,130		161
Adobe Systems, Inc.*		17,830		598
Microsoft Corp.		4,710		122
Oracle Corp.		7,120		257

Total				1,138


Tobacco 1.12%
Altria Group, Inc.		9,580		257
Philip Morris International, Inc.		5,150		358

Total				615


Wireless Telecommunication Services 0.33%
Crown Castle International Corp.*		4,240		182

Total Common Stocks (cost $40,947,633)				54,148

See Notes to Financial Statements.

Schedule of Investments (unaudited)(concluded)

LARGE CAP VALUE FUND April 30, 2011


Investments	Principal Amount (000)		Fair Value (000)
SHORT-TERM INVESTMENT 1.98%

Repurchase Agreement
Repurchase Agreement dated 4/29/2011, 0.01% due 5/2/2011 with Fixed Income Clearing Corp. collateralized by $1,025,000 of Federal National Mortgage Assoc. at 4.75% due 11/19/2012; value: $1,114,688; proceeds: $1,090,297 (cost $1,090,297)	$	1,090	$	1,090

Total Investments in Securities 100.20% (cost $42,037,930)				55,238

Liabilities in Excess of Other Assets (0.20%)				(110	)

Net Assets 100.00%			$	55,128


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

See Notes to Financial Statements.

Schedule of Investments (unaudited)

VALUE OPPORTUNITIES FUND April 30, 2011


Investments	Shares		Fair Value (000)
COMMON STOCKS 94.67%

Aerospace & Defense 1.72%
Hexcel Corp.*		633,936	$	13,649
Spirit AeroSystems Holdings, Inc. Class A*		832,110		20,470

Total				34,119


Air Freight & Logistics 1.01%
Atlas Air Worldwide Holdings, Inc.*		292,301		20,143


Auto Components 0.79%
Gentex Corp.		503,454		15,783


Building Products 1.28%
Crane Co.		510,300		25,469


Capital Markets 2.63%
Lazard Ltd. Class A		899,100		36,863
LPL Investment Holdings, Inc.*		420,252		15,415

Total				52,278


Chemicals 3.75%
Albemarle Corp.		377,020		26,599
Eastman Chemical Co.		255,200		27,370
Olin Corp.		795,072		20,465

Total				74,434


Commercial Banks 5.89%
Comerica, Inc.		513,676		19,484
Commerce Bancshares, Inc.		451,863		19,231
Cullen/Frost Bankers, Inc.		189,169		11,206
East West Bancorp, Inc.		1,042,400		22,026
Fifth Third Bancorp		327,245		4,343
First Financial Bancorp		547,883		9,029
Hancock Holding Co.		474,600		15,500
Huntington Bancshares, Inc.		1,430,073		9,710


Investments	Shares		Fair Value (000)
KeyCorp		746,570	$	6,473

Total				117,002


Commercial Services & Supplies 1.77%
Tetra Tech, Inc.*		643,700		15,204
Waste Connections, Inc.		646,300		19,887

Total				35,091


Computers & Peripherals 0.44%
Diebold, Inc.		260,300		8,798


Construction & Engineering 3.80%
Chicago Bridge & Iron Co. NV (Netherlands)^(a)		658,600		26,700
EMCOR Group, Inc.*		732,100		22,673
Jacobs Engineering Group, Inc.*		526,700		26,129

Total				75,502


Containers & Packaging 1.24%
Temple-Inland, Inc.		1,042,800		24,537


Electric: Utilities 0.86%
Cleco Corp.		484,100		16,992


Electrical Equipment 3.07%
AMETEK, Inc.		153,076		7,048
EnerSys*		779,905		29,550
General Cable Corp.*		311,200		15,093
Roper Industries, Inc.		107,200		9,272

Total				60,963


Electronic Equipment, Instruments & Components 2.44%
Amphenol Corp. Class A		296,900		16,600
Plexus Corp.*		507,100		18,504
ScanSource, Inc.*		375,598		13,435

Total				48,539


Energy Equipment & Services 5.47%
Bristow Group, Inc.*		54,153		2,513

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

VALUE OPPORTUNITIES FUND April 30, 2011


Investments	Shares		Fair Value (000)
Energy Equipment & Services (continued)
GulfMark Offshore, Inc. Class A*		277,485	$	11,812
Helix Energy Solutions Group, Inc.*		745,700		14,116
Key Energy Services, Inc.*		1,566,300		28,507
Rowan Cos., Inc.*		449,300		18,736
Superior Energy Services, Inc.*		650,100		24,977
Weatherford International Ltd. (Switzerland)*^(a)		370,500		7,995

Total				108,656


Food Products 1.74%
Bunge Ltd.		335,200		25,287
Ralcorp Holdings, Inc.*		119,200		9,274

Total				34,561


Gas Utilities 1.32%
UGI Corp.		785,100		26,144


Health Care Equipment & Supplies 1.39%
Kinetic Concepts, Inc.*		469,226		27,698


Health Care Providers & Services 2.84%
Coventry Health Care, Inc.*		787,400		25,410
McKesson Corp.		184,100		15,282
Universal Health Services, Inc. Class B		287,902		15,771

Total				56,463


Hotels, Restaurants & Leisure 2.15%
Darden Restaurants, Inc.		369,200		17,341
Hyatt Hotels Corp. Class A*		342,600		15,181
Texas Roadhouse, Inc.		631,504		10,275

Total				42,797


Investments	Shares		Fair Value (000)
Household Durables 3.14%
Fortune Brands, Inc.		554,000	$	36,054
Mohawk Industries, Inc.*		179,200		10,759
Newell Rubbermaid, Inc.		812,900		15,494

Total				62,307


Information Technology Services 6.78%
Alliance Data Systems Corp.*		343,700		32,652
Amdocs Ltd. (Guernsey)*^(a)		752,598		23,142
Fiserv, Inc.*		301,459		18,482
FleetCor Technologies, Inc.*		292,283		10,964
Global Payments, Inc.		452,222		24,076
Sapient Corp.*		2,002,827		25,286

Total				134,602


Insurance 3.24%
Brown & Brown, Inc.		904,400		23,379
HCC Insurance Holdings, Inc.		670,303		21,812
PartnerRe Ltd.		237,301		19,069

Total				64,260


Internet Software & Services 0.49%
SAVVIS, Inc.*		246,600		9,706


Life Sciences Tools & Services 0.84%
PerkinElmer, Inc.		590,800		16,702


Machinery 4.45%
EnPro Industries, Inc.*		373,896		14,986
Oshkosh Corp.*		180,300		5,708
RBC Bearings, Inc.*		264,052		10,367
SPX Corp.		211,342		18,271
Trinity Industries, Inc.		643,100		23,280
WABCO Holdings, Inc.*		213,100		15,737

Total				88,349

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

VALUE OPPORTUNITIES FUND April 30, 2011


Investments	Shares		Fair Value (000)
Marine 0.53%
Kirby Corp.*		185,038	$	10,506


Media 4.79%
DreamWorks Animation SKG, Inc. Class A*		291,500		7,722
Interpublic Group of Cos., Inc. (The)		4,334,900		50,935
John Wiley & Sons, Inc. Class A		395,800		20,158
Meredith Corp.		486,179		16,248

Total				95,063


Metals & Mining 5.62%
Agnico-Eagle Mines Ltd. (Canada)^(a)		288,000		20,039
Allegheny Technologies, Inc.		214,900		15,473
Carpenter Technology Corp.		439,076		22,507
IAMGOLD Corp. (Canada)^(a)		960,800		19,937
Reliance Steel & Aluminum Co.		426,700		24,155
Worthington Industries, Inc.		445,838		9,617

Total				111,728


Oil, Gas & Consumable Fuels 2.80%
Concho Resources, Inc.*		105,600		11,284
EQT Corp.		395,800		20,823
Range Resources Corp.		416,000		23,483

Total				55,590


Pharmaceuticals 2.88%
Warner Chilcott plc Class A (Ireland)^(a)		1,005,500		23,177
Watson Pharmaceuticals, Inc.*		547,500		33,956

Total				57,133


Investments	Shares		Fair Value (000)
Professional Services 0.53%
Robert Half International, Inc.		154,700	$	4,692
TrueBlue, Inc.*		414,609		5,838

Total				10,530


Real Estate Investment Trusts 2.38%
DiamondRock Hospitality Co.		1,073,638		12,926
Duke Realty Corp.		696,900		10,628
Host Hotels & Resorts, Inc.		688,399		12,247
Pebblebrook Hotel Trust		535,800		11,493

Total				47,294


Road & Rail 3.19%
Genesee & Wyoming, Inc. Class A*		199,500		12,365
Heartland Express, Inc.		1,076,829		18,575
Kansas City Southern*		325,600		18,921
Werner Enterprises, Inc.		518,200		13,561

Total				63,422


Semiconductors & Semiconductor Equipment 2.59%
Atheros Communications, Inc.*		162,700		7,299
Cypress Semiconductor Corp.*		640,500		13,937
Lam Research Corp.*		208,900		10,092
Silicon Laboratories, Inc.*		460,900		20,086

Total				51,414


Software 1.05%
Nuance Communications, Inc.*		953,400		19,736
Rovi Corp.*		22,597		1,097

Total				20,833


Specialty Retail 1.26%
CarMax, Inc.*		293,700		10,192

See Notes to Financial Statements.

Schedule of Investments (unaudited)(concluded)

VALUE OPPORTUNITIES FUND April 30, 2011


Investments	Shares		Fair Value (000)
Specialty Retail (continued)
Men’s Wearhouse, Inc. (The)		528,800	$	14,748

Total				24,940


Textiles, Apparel & Luxury Goods 1.52%
Phillips-Van Heusen Corp.		429,900		30,269


Trading Companies & Distributors 0.99%
TAL International Group, Inc.		547,996		19,755

Total Common Stocks (cost $1,513,021,673)				1,880,372


	Principal Amount (000)
SHORT-TERM INVESTMENT 4.59%

Repurchase Agreement
Repurchase Agreement dated 4/29/2011, 0.01% due 5/2/2011 with Fixed Income Clearing Corp. collateralized by $85,510,000 of Federal National Mortgage Assoc. at 4.75% due 11/19/2012; value: $92,992,125; proceeds: $91,166,238 (cost $91,166,162)	$	91,166		91,166

Total Investments in Securities 99.26% (cost $1,604,187,835)				1,971,538

Other Assets in Excess of Liabilities 0.74%				14,770

Net Assets 100.00%			$	1,986,308


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

See Notes to Financial Statements.

Statements of Assets and Liabilities (unaudited)

April 30, 2011


	Alpha Strategy Fund			Fundamental Equity Fund			International Core Equity Fund
ASSETS:
Investments in securities, at cost	$	845,318,482		$	3,705,763,980		$	870,856,358
Investments in securities, at fair value	$	1,091,253,036		$	4,614,398,395		$	1,098,610,184
Cash		–			307,165			1,260,000
Foreign cash, at value (cost $0, $0, $7,929,859, $206,957, $0, $0 and $0, respectively)		–			–			8,576,775
Receivables:
Interest and dividends		–			2,067,792			8,385,684
Investment securities sold		–			35,484,247			20,603,200
Capital shares sold		5,443,412			35,211,816			1,693,649
From affiliates (See Note 3)		143,095			–			–
From advisor (See Note 3)		–			–			242,032
Unrealized appreciation on forward foreign currency exchange contracts		–			–			11,706,872
Prepaid expenses and other assets		68,487			170,406			23,315
Total assets		1,096,908,030			4,687,639,821			1,151,101,711
LIABILITIES:
Payables:
Investment securities purchased		59,735			101,175,377			7,019,939
Capital shares reacquired		5,146,318			5,745,695			1,434,113
Management fee		–			1,876,928			668,964
12b–1 distribution fees		464,135			2,017,573			290,453
Fund administration		–			143,908			35,878
Trustees’ fees		61,814			511,410			120,121
To bank–foreign cash, at value (cost $0, $0, $0, $0, $53,714, $0 and $0, respectively)		–			–			–
To affiliates (See Note 3)		–			12,955			23,429
Unrealized depreciation on forward foreign currency exchange contracts		–			–			5,037,979
Accrued expenses and other liabilities		222,487			634,098			315,950
Total liabilities		5,954,489			112,117,944			14,946,826
NET ASSETS	$	1,090,953,541		$	4,575,521,877		$	1,136,154,885
COMPOSITION OF NET ASSETS:
Paid-in capital	$	866,683,337		$	3,653,229,948		$	1,250,457,133
Undistributed (distributions in excess of) net investment income		(530,894	)		(4,671,009	)		5,043,006
Accumulated net realized gain (loss) on investments and foreign currency related transactions		(21,133,456	)		18,328,523			(354,634,419	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		245,934,554			908,634,415			235,289,165
Net Assets	$	1,090,953,541		$	4,575,521,877		$	1,136,154,885

See Notes to Financial Statements.


International Dividend Income Fund			International Opportunities Fund			Large Cap Value Fund			Value Opportunities Fund

$	498,369,758		$	358,794,497		$	42,037,930		$	1,604,187,835
$	583,234,891		$	446,827,246		$	55,237,640		$	1,971,537,502
	280,000			150,000			–			–
	213,300			–			–			–

	2,780,977			1,339,412			68,738			257,774
	7,084,984			2,115,116			90,278			19,675,229
	2,457,392			164,406			89,900			27,841,999
	–			–			21			–
	129,587			–			–			–
	5,834,601			3,764,490			–			–
	68,425			24,328			46,356			105,895
	602,084,157			454,384,998			55,532,933			2,019,418,399


	11,262,989			8,836,387			166,270			28,209,280
	920,508			127,085			150,130			2,791,748
	344,581			263,256			17,893			1,116,872
	81,362			75,392			18,464			769,079
	18,378			14,040			1,789			61,473
	12,092			48,929			7,757			36,806
	–			37,355			–			–
	38,332			37,180			–			20,166
	2,473,075			791,759			–			–
	70,991			116,247			42,377			104,680
	15,222,308			10,347,630			404,680			33,110,104
$	586,861,849		$	444,037,368		$	55,128,253		$	1,986,308,295

$	503,388,973		$	439,132,729		$	59,520,973		$	1,574,929,308
	2,208,642			(894,016	)		58,076			(2,080,973	)
	(7,016,256	)		(85,224,371	)		(17,650,506	)		46,110,293
	88,280,490			91,023,026			13,199,710			367,349,667
$	586,861,849		$	444,037,368		$	55,128,253		$	1,986,308,295

See Notes to Financial Statements.

Statements of Assets and Liabilities (unaudited)(concluded)

April 30, 2011


	Alpha Strategy Fund		Fundamental Equity Fund		International Core Equity Fund

Net assets by class:
Class A Shares	$	530,025,789	$	2,480,851,805	$	570,486,019
Class B Shares	$	36,526,720	$	154,247,229	$	38,330,474
Class C Shares	$	274,338,189	$	872,748,131	$	92,108,680
Class F Shares	$	186,606,818	$	636,105,763	$	60,359,386
Class I Shares	$	30,003,537	$	253,069,406	$	359,394,074
Class P Shares		–	$	34,950,373	$	607,542
Class R2 Shares	$	4,032,880	$	16,403,394	$	751,168
Class R3 Shares	$	29,419,608	$	127,145,776	$	14,117,542
Outstanding shares by class (unlimited number of authorized shares of beneficial interest):
Class A Shares		19,764,219		176,587,558		42,140,278
Class B Shares		1,443,865		11,513,014		2,870,793
Class C Shares		10,918,930		65,399,243		6,885,787
Class F Shares		6,958,536		45,479,746		4,483,882
Class I Shares		1,110,766		17,938,299		26,396,897
Class P Shares		–		2,516,500		45,188
Class R2 Shares		151,809		1,183,196		55,501
Class R3 Shares		1,106,575		9,124,136		1,055,272
Net asset value, offering and redemption price per share (Net assets divided by outstanding shares):
Class A Shares–Net asset value		$26.82		$14.05		$13.54
Class A Shares–Maximum offering price (Net asset value plus sales charge of 5.75%)		$28.46		$14.91		$14.37
Class B Shares–Net asset value		$25.30		$13.40		$13.35
Class C Shares–Net asset value		$25.13		$13.34		$13.38
Class F Shares–Net asset value		$26.82		$13.99		$13.46
Class I Shares–Net asset value		$27.01		$14.11		$13.62
Class P Shares–Net asset value		–		$13.89		$13.44
Class R2 Shares–Net asset value		$26.57		$13.86		$13.53
Class R3 Shares–Net asset value		$26.59		$13.94		$13.38

See Notes to Financial Statements.


International Dividend Income Fund		International Opportunities Fund		Large Cap Value Fund		Value Opportunities Fund


$	227,711,436	$	106,727,835	$	33,146,883	$	941,567,617
	–	$	13,600,485	$	2,544,786	$	20,698,099
$	18,868,409	$	20,643,378	$	6,860,573	$	270,099,453
$	22,470,678	$	1,222,682	$	1,168,631	$	411,109,582
$	317,601,949	$	296,030,864	$	11,176,816	$	284,351,049
	–	$	1,023,419	$	14,773	$	4,024,650
$	10,913	$	113,926	$	11,453	$	6,644,360
$	198,464	$	4,674,779	$	204,338	$	47,813,485

	23,559,661		7,355,144		3,006,843		54,725,486
	–		986,564		234,714		1,242,595
	1,962,592		1,506,389		632,489		16,216,329
	2,322,788		84,798		106,562		23,851,357
	32,774,914		19,938,545		1,009,448		16,361,032
	–		69,484		1,335.179		234,806
	1,111.542		7,904		1,034		389,467
	20,378		326,210		18,593		2,800,687

	$9.67		$14.51		$11.02		$17.21
	$10.26		$15.40		$11.69		$18.26
	–		$13.79		$10.84		$16.66
	$9.61		$13.70		$10.85		$16.66
	$9.67		$14.42		$10.97		$17.24
	$9.69		$14.85		$11.07		$17.38
	–		$14.73		$11.06		$17.14
	$9.82		$14.41		$11.08		$17.06
	$9.74		$14.33		$10.99		$17.07

See Notes to Financial Statements.

Statements of Operations (unaudited)

For the Six Months Ended April 30, 2011


	Alpha Strategy Fund			Fundamental Equity Fund			International Core Equity Fund
Investment income:
Dividends (net of foreign withholding taxes of $0, $71,973, $1,126,778, $859,350, $236,869, $918 and $17,442, respectively)	$	1,733,373		$	20,420,581		$	13,278,057
Interest and other		20,760			10,916			2,437
Total investment income		1,754,133			20,431,497			13,280,494
Expenses:
Management fee		475,077			9,935,925			3,862,822
12b-1 distribution plan-Class A		716,524			3,697,066			935,613
12b-1 distribution plan-Class B		175,221			775,721			186,799
12b-1 distribution plan-Class C		1,174,744			3,607,093			421,919
12b-1 distribution plan-Class F		79,252			225,185			21,832
12b-1 distribution plan-Class P		–			75,116			3,465
12b-1 distribution plan-Class R2		12,188			31,809			1,825
12b-1 distribution plan-Class R3		67,637			244,260			29,760
Shareholder servicing		768,414			2,340,092			826,956
Professional		16,932			32,365			30,188
Reports to shareholders		55,835			196,105			64,496
Fund administration		–			757,186			206,616
Custody		5,636			27,205			180,870
Trustees’ fees		13,523			52,800			15,597
Registration		58,272			112,411			13,921
Subsidy (See Note 3)		–			94,403			164,062
Other		10,441			47,618			20,955
Gross expenses		3,629,696			22,252,360			6,987,696
Expense reductions (See Note 7)		(730	)		(2,985	)		(649	)
Management fee waived (See Note 3)		(475,077	)		–			(1,408,482	)
Expenses assumed by Underlying Funds (See Note 3)		(928,323	)		–			–
Net expenses		2,225,566			22,249,375			5,578,565
Net investment income (loss)		(471,433	)		(1,817,878	)		7,701,929
Net realized and unrealized gain:
Capital gains received from Underlying Funds		405,375			–			–
Net realized gain on investments (net of foreign capital gains tax) and foreign currency related transactions		2,165,078			153,034,558			38,476,542
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies		188,669,460			470,322,468			85,248,613
Net realized and unrealized gain		191,239,913			623,357,026			123,725,155
Net Increase in Net Assets Resulting From Operations	$	190,768,480		$	621,539,148		$	131,427,084

See Notes to Financial Statements.


International Dividend Income Fund			International Opportunities Fund			Large Cap Value Fund			Value Opportunities Fund

$	11,885,558		$	3,791,184		$	436,951		$	7,369,751
	7,670			25,704			128			6,055
	11,893,228			3,816,888			437,079			7,375,806

	1,895,024			1,475,061			102,492			5,509,389
	326,887			172,955			53,706			1,284,474
	–			66,916			12,775			101,095
	79,633			92,622			29,536			1,000,806
	9,033			620			437			136,550
	–			2,077			31			9,751
	2			302			–			13,120
	356			7,917			355			83,336
	170,355			205,335			34,531			771,519
	26,591			28,439			22,346			26,265
	16,853			13,167			3,253			57,497
	101,068			78,670			10,249			300,654
	134,843			90,494			3,105			12,287
	7,321			5,837			766			19,628
	58,524			28,811			31,252			71,372
	250,791			250,673			–			138,906
	10,433			9,954			2,618			16,856
	3,087,714			2,529,850			307,452			9,553,505
	(185	)		(105	)		(39	)		(926	)
	(726,060	)		–			–			–
	–			–			–			–
	2,361,469			2,529,745			307,413			9,552,579
	9,531,759			1,287,143			129,666			(2,176,773	)

	–			–			–	��		–
	25,168,592			29,178,794			1,164,387			48,002,803
	34,844,713			21,049,387			6,480,713			212,422,727
	60,013,305			50,228,181			7,645,100			260,425,530
$	69,545,064		$	51,515,324		$	7,774,766		$	258,248,757

See Notes to Financial Statements.

Statements of Changes in Net Assets


	Alpha Strategy Fund
INCREASE IN NET ASSETS	For the Six Months Ended April 30, 2011 (unaudited)			For the Year Ended October 31, 2010
Operations:
Net investment income (loss)	$	(471,433	)	$	(2,314,929	)
Capital gains received from Underlying Funds		405,375			—
Net realized gain (loss) on investments and foreign currency related transactions		2,165,078			(251,202	)
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies		188,669,460			159,498,677
Net increase in net assets resulting from operations		190,768,480			156,932,546
Distributions to shareholders from:
Net investment income
Class A		—			(408,592	)
Class B		—			—
Class C		—			—
Class F		—			(136,954	)
Class I		—			(71,517	)
Class P		—			—
Class R2		—			—
Class R3		—			(5,165	)
Total distributions to shareholders		—			(622,228	)
Capital share transactions (Net of share conversions) (See Note 12):
Net proceeds from sales of shares		224,253,207			343,236,618
Reinvestment of distributions		—			487,570
Cost of shares reacquired		(142,436,009	)		(210,541,095	)
Net increase in net assets resulting from capital share transactions		81,817,198			133,183,093
Net increase in net assets		272,585,678			289,493,411
NET ASSETS:
Beginning of period	$	818,367,863		$	528,874,452
End of period	$	1,090,953,541		$	818,367,863
Undistributed (distributions in excess of) net investment income	$	(530,894	)	$	(59,461	)

See Notes to Financial Statements.


Fundamental Equity Fund						International Core Equity Fund
For the Six Months Ended April 30, 2011 (unaudited)			For the Year Ended October 31, 2010			For the Six Months Ended April 30, 2011 (unaudited)			For the Year Ended October 31, 2010

$	(1,817,878	)	$	7,390,972		$	7,701,929		$	9,234,734
	—			—			—			—
	153,034,558			196,139,160			38,476,542			25,921,529
	470,322,468			284,005,592			85,248,613			51,292,057
	621,539,148			487,535,724			131,427,084			86,448,320


	(5,446,117	)		(659,576	)		(5,752,032	)		(3,954,685	)
	—			—			(156,228	)		(64,050	)
	—			—			(373,209	)		(142,638	)
	(1,986,437	)		(236,490	)		(520,403	)		(87,154	)
	(1,037,377	)		(446,175	)		(4,388,679	)		(1,664,331	)
	(61,422	)		—			(18,601	)		(9,814	)
	(15,396	)		(12	)		(6,380	)		(32	)
	(184,856	)		(1,459	)		(124,689	)		(10,925	)
	(8,731,605	)		(1,343,712	)		(11,340,221	)		(5,933,629	)

	1,305,006,947			884,739,296			144,981,981			253,678,647
	7,768,390			1,167,205			10,835,835			5,700,211
	(500,786,831	)		(755,666,554	)		(124,165,256	)		(259,113,735	)
	811,988,506			130,239,947			31,652,560			265,123
	1,424,796,049			616,431,959			151,739,423			80,779,814

$	3,150,725,828		$	2,534,293,869		$	984,415,462		$	903,635,648
$	4,575,521,877		$	3,150,725,828		$	1,136,154,885		$	984,415,462
$	(4,671,009	)	$	5,878,474		$	5,043,006		$	8,681,298

See Notes to Financial Statements.

Statements of Changes in Net Assets (continued)


	International Dividend Income Fund
INCREASE (DECREASE) IN NET ASSETS	For the Six Months Ended April 30, 2011 (unaudited)			For the Year Ended October 31, 2010
Operations:
Net investment income	$	9,531,759		$	16,110,396
Net realized gain on investments and foreign currency related transactions		25,168,592			4,874,405
Net change in unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		34,844,713			15,897,636
Net increase in net assets resulting from operations		69,545,064			36,882,437
Distributions to shareholders from:
Net investment income
Class A		(2,494,711	)		(4,561,154	)
Class B		—			—
Class C		(168,505	)		(338,384	)
Class F		(275,638	)		(418,562	)
Class I		(4,304,181	)		(10,893,012	)
Class P		—			—
Class R2		(129	)		(340	)
Class R3		(1,691	)		(3,176	)
Total distributions to shareholders		(7,244,855	)		(16,214,628	)
Capital share transactions (Net of share conversions) (See Note 12):
Net proceeds from sales of shares		115,241,127			182,412,817
Reinvestment of distributions		6,924,857			15,448,105
Cost of shares reacquired		(51,989,377	)		(48,932,061	)
Net increase (decrease) in net assets resulting from capital share transactions		70,176,607			148,928,861
Net increase (decrease) in net assets		132,476,816			169,596,670
NET ASSETS:
Beginning of period	$	454,385,033		$	284,788,363
End of period	$	586,861,849		$	454,385,033
Undistributed (distributions in excess of) net investment income	$	2,208,642		$	(78,262	)

See Notes to Financial Statements.


International Opportunities Fund						Large Cap Value Fund
For the Six Months Ended April 30, 2011 (unaudited)			For the Year Ended October 31, 2010			For the Six Months Ended April 30, 2011 (unaudited)			For the Year Ended October 31, 2010

$	1,287,143		$	2,251,909		$	129,666		$	174,904
	29,178,794			31,951,682			1,164,387			3,255,118
	21,049,387			29,946,669			6,480,713			1,278,332
	51,515,324			64,150,260			7,774,766			4,708,354


	(390,888	)		(737,916	)		(121,423	)		(182,090	)
	—			(42,887	)		—			(1,019	)
	—			(71,685	)		—			(6,371	)
	(8,779	)		(3,766	)		(5,082	)		(1,969	)
	(1,691,088	)		(1,728,359	)		(76,654	)		(110,549	)
	(2,941	)		(5,290	)		(46	)		(65	)
	(139	)		(941	)		(35	)		—
	(14,605	)		(5,737	)		(630	)		—
	(2,108,440	)		(2,596,581	)		(203,870	)		(302,063	)

	53,996,690			67,712,764			10,503,846			12,636,156
	2,089,619			2,553,126			177,879			264,761
	(30,975,789	)		(55,543,408	)		(8,903,640	)		(18,605,150	)
	25,110,520			14,722,482			1,778,085			(5,704,233	)
	74,517,404			76,276,161			9,348,981			(1,297,942	)

$	369,519,964		$	293,243,803		$	45,779,272		$	47,077,214
$	444,037,368		$	369,519,964		$	55,128,253		$	45,779,272
$	(894,016	)	$	(72,719	)	$	58,076		$	132,280

See Notes to Financial Statements.

Statements of Changes in Net Assets (concluded)


	Value Opportunities Fund
INCREASE IN NET ASSETS	For the Six Months Ended April 30, 2011 (unaudited)			For the Year Ended October 31, 2010
Operations:
Net investment loss	$	(2,176,773	)	$	(1,722,693	)
Net realized gain on investments		48,002,803			61,081,094
Net change in unrealized appreciation on investments		212,422,727			110,216,696
Net increase in net assets resulting from operations		258,248,757			169,575,097
Distributions to shareholders from:
Net realized gain
Class A		(3,052,445	)		—
Class B		(100,233	)		—
Class C		(811,906	)		—
Class F		(958,671	)		—
Class I		(955,523	)		—
Class P		(22,412	)		—
Class R2		(14,042	)		—
Class R3		(112,302	)		—
Total distributions to shareholders		(6,027,534	)		—
Capital share transactions (Net of share conversions) (See Note 12):
Net proceeds from sales of shares		801,202,256			702,432,233
Reinvestment of distributions		5,241,183			—
Cost of shares reacquired		(207,321,081	)		(268,099,393	)
Net increase in net assets resulting from capital share transactions		599,122,358			434,332,840
Net increase in net assets		851,343,581			603,907,937
NET ASSETS:
Beginning of period	$	1,134,964,714		$	531,056,777
End of period	$	1,986,308,295		$	1,134,964,714
Undistributed (distributions in excess of) net investment income	$	(2,080,973	)	$	95,800

See Notes to Financial Statements.

Financial Highlights

ALPHA STRATEGY FUND


	Class A Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$21.93			$17.24			$15.58			$29.08			$23.68			$19.11


Investment operations:

Net investment income (loss)^(a)		.01			(.03	)		.01			(.02	)		(.04	)		(.06	)

Net realized and unrealized gain (loss)		4.88			4.74			2.81			(11.23	)		6.44			4.63


Total from investment operations		4.89			4.71			2.82			(11.25	)		6.40			4.57


Distributions to shareholders from:

Net investment income		–			(.02	)		(.03	)		(.76	)		(.74	)		–

Net realized gain		–			–			(1.13	)		(1.49	)		(.26	)		–


Total distributions		–			(.02	)		(1.16	)		(2.25	)		(1.00	)		–

Net asset value, end of period		$26.82			$21.93			$17.24			$15.58			$29.08			$23.68


Total Return^(b)		22.30	%^(c)		27.36	%		20.57	%		(41.64	)%		28.00	%		23.91	%

Ratios to Average Net Assets:*

Expenses, excluding expense reductions and including expenses assumed and management fee waived		.15	%^(c)		.35	%		.35	%		.35	%		.35	%		.35	%

Expenses, including expense reductions, expenses assumed and management fee waived		.15	%^(c)		.35	%		.35	%		.35	%		.35	%		.35	%

Expenses, excluding expense reductions, expenses assumed and management fee waived		.30	%^(c)		.70	%		.87	%		.76	%		.79	%		.80	%

Net investment income (loss)		.03	%^(c)		(.16	)%		.09	%		(.09	)%		(.17	)%		(.28	)%

Supplemental Data:
Net assets, end of period (000)		$530,026			$404,804			$296,989			$257,398			$332,175			$196,448

Portfolio turnover rate		.75	%^(c)		1.16	%		7.18	%		7.64	%		39.09	%		8.83	%

Does not include expenses of the Underlying Funds in which the Fund invests.

^(a)

Calculated using average shares outstanding during the period.

^(b)

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

^(c)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

ALPHA STRATEGY FUND


	Class B Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$20.76			$16.41			$14.94			$27.98			$22.79			$18.51


Investment operations:

Net investment loss^(a)		(.07	)		(.15	)		(.08	)		(.15	)		(.20	)		(.20	)

Net realized and unrealized gain (loss)		4.61			4.50			2.68			(10.81	)		6.21			4.48


Total from investment operations		4.54			4.35			2.60			(10.96	)		6.01			4.28


Distributions to shareholders from:

Net investment income		–			–			–			(.59	)		(.56	)		–

Net realized gain		–			–			(1.13	)		(1.49	)		(.26	)		–


Total distributions		–			–			(1.13	)		(2.08	)		(.82	)		–

Net asset value, end of period		$25.30			$20.76			$16.41			$14.94			$27.98			$22.79


Total Return^(b)		21.87	%^(c)		26.51	%		19.86	%		(42.04	)%		27.17	%		23.12	%

Ratios to Average Net Assets:*

Expenses, excluding expense reductions and including expenses assumed and management fee waived		.49	%^(c)		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%

Expenses, including expense reductions, expenses assumed and management fee waived		.49	%^(c)		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%

Expenses, excluding expense reductions, expenses assumed and management fee waived		.64	%^(c)		1.35	%		1.52	%		1.42	%		1.44	%		1.44	%

Net investment loss		(.30	)%^(c)		(.79	)%		(.55	)%		(.70	)%		(.79	)%		(.92	)%

Supplemental Data:
Net assets, end of period (000)		$36,527			$33,394			$31,294			$31,193			$58,045			$47,954

Portfolio turnover rate		.75	%^(c)		1.16	%		7.18	%		7.64	%		39.09	%		8.83	%

Does not include expenses of the Underlying Funds in which the Fund invests.

^(a)

Calculated using average shares outstanding during the period.

^(b)

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

^(c)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

ALPHA STRATEGY FUND


	Class C Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$20.61			$16.29			$14.85			$27.87			$22.79			$18.51


Investment operations:

Net investment loss^(a)		(.07	)		(.15	)		(.08	)		(.16	)		(.21	)		(.20	)

Net realized and unrealized gain (loss)		4.59			4.47			2.65			(10.73	)		6.21			4.48


Total from investment operations		4.52			4.32			2.57			(10.89	)		6.00			4.28


Distributions to shareholders from:

Net investment income		–			–			–			(.64	)		(.66	)		–

Net realized gain		–			–			(1.13	)		(1.49	)		(.26	)		–


Total distributions		–			–			(1.13	)		(2.13	)		(.92	)		–

Net asset value, end of period		$25.13			$20.61			$16.29			$14.85			$27.87			$22.79


Total Return^(b)		21.88	%^(c)		26.52	%		19.78	%		(42.02	)%		27.20	%		23.12	%

Ratios to Average Net Assets:*

Expenses, excluding expense reductions and including expenses assumed and management fee waived		.49	%^(c)		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%

Expenses, including expense reductions, expenses assumed and management fee waived		.49	%^(c)		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%

Expenses, excluding expense reductions, expenses assumed and management fee waived		.63	%^(c)		1.35	%		1.52	%		1.41	%		1.44	%		1.45	%

Net investment loss		(.30	)%^(c)		(.81	)%		(.59	)%		(.74	)%		(.83	)%		(.92	)%

Supplemental Data:
Net assets, end of period (000)		$274,338			$208,051			$150,633			$122,504			$145,528			$75,193

Portfolio turnover rate		.75	%^(c)		1.16	%		7.18	%		7.64	%		39.09	%		8.83	%

Does not include expenses of the Underlying Funds in which the Fund invests.

^(a)

Calculated using average shares outstanding during the period.

^(b)

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

^(c)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

ALPHA STRATEGY FUND


	Class F Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31									9/28/2007^(a)to 10/31/2007
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			9/28/2007^(a)to 10/31/2007
Per Share Operating Performance
Net asset value, beginning of period		$21.91			$17.22			$15.58			$29.09			$27.77


Investment operations:

Net investment income (loss)^(b)		.03			–	^(c)		.01			(.02	)		–	^(c)

Net realized and unrealized gain (loss)		4.88			4.76			2.85			(11.17	)		1.32


Total from investment operations		4.91			4.76			2.86			(11.19	)		1.32


Distributions to shareholders from:

Net investment income		–			(.07	)		(.09	)		(.83	)		–

Net realized gain		–			–			(1.13	)		(1.49	)		–


Total distributions		–			(.07	)		(1.22	)		(2.32	)		–

Net asset value, end of period		$26.82			$21.91			$17.22			$15.58			$29.09


Total Returnd^(d)		22.41	%^(e)		27.67	%		20.95	%		(41.50	)%		4.75	%^(e)

Ratios to Average Net Assets:*

Expenses, excluding expense reductions and including expenses assumed and management fee waived		.05	%^(e)		.10	%		.10	%		.10	%		.01	%^(e)

Expenses, including expense reductions, expenses assumed and management fee waived		.05	%^(e)		.10	%		.10	%		.10	%		.01	%^(e)

Expenses, excluding expense reductions, expenses assumed and management fee waived		.20	%^(e)		.44	%		.60	%		.55	%		.07	%^(e)

Net investment income (loss)		.13	%^(e)		(.01	)%		.05	%		(.11	)%		(.01	)%^(e)

Supplemental Data:
Net assets, end of period (000)		$186,607			$120,316			$29,762			$6,845			$11

Portfolio turnover rate		.75	%^(e)		1.16	%		7.18	%		7.64	%		39.09	%

Does not include expenses of the Underlying Funds in which the Fund invests.

^(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.

Financial Highlights (continued)

ALPHA STRATEGY FUND


	Class I Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$22.06			$17.33			$15.67			$29.23			$23.77			$19.12


Investment operations:

Net investment income^(a)		.05			.04			.06			.01			.05			.02

Net realized and unrealized gain (loss)		4.90			4.77			2.83			(11.24	)		6.47			4.63


Total from investment operations		4.95			4.81			2.89			(11.23	)		6.52			4.65


Distributions to shareholders from:

Net investment income		–			(.08	)		(.10	)		(.84	)		(.80	)		–

Net realized gain		–			–			(1.13	)		(1.49	)		(.26	)		–


Total distributions		–			(.08	)		(1.23	)		(2.33	)		(1.06	)		–

Net asset value, end of period		$27.01			$22.06			$17.33			$15.67			$29.23			$23.77


Total Return^(b)		22.44	%^(c)		27.80	%		21.06	%		(41.45	)%		28.48	%		24.32	%

Ratios to Average Net Assets:*

Expenses, excluding expense reductions and including expenses assumed and management fee waived		.00	%^(c)		.00	%		.00	%		.00	%		.00	%		.00	%

Expenses, including expense reductions, expenses assumed and management fee waived		.00	%^(c)		.00	%		.00	%		.00	%		.00	%		.00	%

Expenses, excluding expense reductions, expenses assumed and management fee waived		.15	%^(c)		.35	%		.52	%		.41	%		.44	%		.45	%

Net investment income		.19	%^(c)		.18	%		.39	%		.06	%		.19	%		.08	%

Supplemental Data:
Net assets, end of period (000)		$30,004			$25,426			$11,785			$8,293			$1,819			$1,001

Portfolio turnover rate		.75	%^(c)		1.16	%		7.18	%		7.64	%		39.09	%		8.83	%

Does not include expenses of the Underlying Funds in which the Fund invests.

^(a)

Calculated using average shares outstanding during the period.

^(b)

Total return assumes the reinvestment of all distributions.

^(c)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

ALPHA STRATEGY FUND


	Class R2 Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31									9/28/2007^(a)to 10/31/2007
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			9/28/2007^(a)to 10/31/2007
Per Share Operating Performance
Net asset value, beginning of period		$21.76			$17.13			$15.51			$29.08			$27.77


Investment operations:

Net investment loss^(b)		(.02	)		(.09	)		(.05	)		(.12	)		(.01	)

Net realized and unrealized gain (loss)		4.83			4.73			2.83			(11.16	)		1.32


Total from investment operations		4.81			4.63			2.78			(11.28	)		1.31


Distributions to shareholders from:

Net investment income		–			–			(.03	)		(.80	)		–

Net realized gain		–			–			(1.13	)		(1.49	)		–


Total distributions		–			–			(1.16	)		(2.29	)		–

Net asset value, end of period		$26.57			$21.76			$17.13			$15.51			$29.08


Total Return^(c)		22.06	%^(d)		27.03	%		20.37	%		(41.82	)%		4.72	%^(d)

Ratios to Average Net Assets:*

Expenses, excluding expense reductions and including expenses assumed and management fee waived		.30	%^(d)		.60	%		.60	%		.60	%		.05	%^(d)

Expenses, including expense reductions, expenses assumed and management fee waived		.30	%^(d)		.60	%		.60	%		.59	%		.05	%^(d)

Expenses, excluding expense reductions, expenses assumed and management fee waived		.44	%^(d)		.94	%		1.11	%		1.02	%		.11	%^(e)

Net investment loss		(.10	)%^(d)		(.44	)%		(.32	)%		(.59	)%		(.05	)%^(d)

Supplemental Data:
Net assets, end of period (000)		$4,033			$3,437			$1,433			$564			$10

Portfolio turnover rate		.75	%^(d)		1.16	%		7.18	%		7.64	%		39.09	%

Does not include expenses of the Underlying Funds in which the Fund invests.

^(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.

Financial Highlights (concluded)

ALPHA STRATEGY FUND


	Class R3 Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31									9/28/2007^(a)to 10/31/2007
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			9/28/2007^(a)to 10/31/2007
Per Share Operating Performance
Net asset value, beginning of period		$21.76			$17.12			$15.53			$29.08			$27.77


Investment operations:

Net investment loss^(b)		(.02	)		(.08	)		(.02	)		(.10	)		(.01	)

Net realized and unrealized gain (loss)		4.85			4.73			2.79			(11.15	)		1.32


Total from investment operations		4.83			4.65			2.77			(11.25	)		1.31


Distributions to shareholders from:

Net investment income		–			(.01	)		(.05	)		(.81	)		–

Net realized gain		–			–			(1.13	)		(1.49	)		–


Total distributions		–			(.01	)		(1.18	)		(2.30	)		–

Net asset value, end of period		$26.59			$21.76			$17.12			$15.53			$29.08


Total Return^(c)		22.20	%^(d)		27.18	%		20.39	%		(41.72	)%		4.72	%^(d)

Ratios to Average Net Assets:*

Expenses, excluding expense reductions and including expenses assumed and management fee waived		.25	%^(d)		.50	%		.50	%		.50	%		.04	%^(d)

Expenses, including expense reductions, expenses assumed and management fee waived		.25	%^(d)		.50	%		.50	%		.49	%		.04	%^(d)

Expenses, excluding expense reductions, expenses assumed and management fee waived		.39	%^(d)		.84	%		1.01	%		.95	%		.10	%^(d)

Net investment loss		(.06	)%^(d)		(.39	)%		(.15	)%		(.51	)%		(.04	)%^(d)

Supplemental Data:
Net assets, end of period (000)		$29,420			$22,941			$6,979			$3,949			$10

Portfolio turnover rate		.75	%^(d)		1.16	%		7.18	%		7.64	%		39.09	%

Does not include expenses of the Underlying Funds in which the Fund invests.

^(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.

Financial Highlights

FUNDAMENTAL EQUITY FUND


	Class A Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$11.89			$ 9.99			$8.85			$13.69			$13.14			$12.13


Investment operations:

Net investment income^(a)		–	^(b)		.04			.03			.07			.08			.08

Net realized and unrealized gain (loss)		2.20			1.86			1.17			(3.89	)		1.52			1.82


Total from investment operations		2.20			1.90			1.20			(3.82	)		1.60			1.90


Distributions to shareholders from:

Net investment income		(.04	)		–	^(b)		(.06	)		(.08	)		(.08	)		(.06	)

Net realized gain		–			–			–			(.94	)		(.97	)		(.83	)


Total distributions		(.04	)		–	^(b)		(.06	)		(1.02	)		(1.05	)		(.89	)

Net asset value, end of period		$14.05			$11.89			$9.99			$ 8.85			$13.69			$13.14


Total Return^(c)		18.52	%^(d)		19.06	%		13.84	%		(29.89	)%		13.12	%		16.49	%

Ratios to Average Net Assets:

Expenses, including expense reductions		.53	%^(d)		1.12	%		1.19	%		1.12	%		1.12	%		1.14	%

Expenses, excluding expense reductions		.53	%^(d)		1.12	%		1.19	%		1.12	%		1.12	%		1.14	%

Net investment income		.01	%^(d)		.38	%		.28	%		.58	%		.63	%		.63	%

Supplemental Data:
Net assets, end of period (000)		$2,480,852			$1,850,569			$1,656,209			$1,512,312			$2,375,786			$2,198,884

Portfolio turnover rate		23.83	%^(d)		80.98	%		88.13	%		85.13	%		63.23	%		63.84	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Amount is less than $.01.

^(c)

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

^(d)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

FUNDAMENTAL EQUITY FUND


	Class B Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$11.35			$ 9.58			$8.48			$13.16			$12.66			$11.74


Investment operations:

Net investment loss^(a)		(.04	)		(.03	)		(.03	)		(.01	)		–	^(b)		–	^(b)

Net realized and unrealized gain (loss)		2.09			1.80			1.13			(3.73	)		1.47			1.76


Total from investment operations		2.05			1.77			1.10			(3.74	)		1.47			1.76


Distributions to shareholders from:

Net investment income		–			–			–			–			–	^(b)		–

Net realized gain		–			–			–			(.94	)		(.97	)		(.84	)


Total distributions		–			–			–			(.94	)		(.97	)		(.84	)

Net asset value, end of period		$13.40			$11.35			$9.58			$ 8.48			$13.16			$12.66


Total Return^(c)		18.06	%^(d)		18.48	%		12.97	%		(30.35	)%		12.50	%		15.68	%

Ratios to Average Net Assets:

Expenses, including expense reductions		.85	%^(d)		1.77	%		1.84	%		1.77	%		1.77	%		1.79	%

Expenses, excluding expense reductions		.85	%^(d)		1.77	%		1.84	%		1.77	%		1.77	%		1.79	%

Net investment loss		(.30	)%^(d)		(.29	)%		(.35	)%		(.07	)%		(.01	)%		(.02	)%

Supplemental Data:
Net assets, end of period (000)		$154,247			$149,531			$161,233			$169,131			$280,279			$278,649

Portfolio turnover rate		23.83	%^(d)		80.98	%		88.13	%		85.13	%		63.23	%		63.84	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Amount is less than $.01.

^(c)

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

^(d)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

FUNDAMENTAL EQUITY FUND


	Class C Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$11.30			$ 9.55			$8.45			$13.11			$12.62			$11.71


Investment operations:

Net investment loss^(a)		(.04	)		(.03	)		(.03	)		(.01	)		–	^(b)		–	^(b)

Net realized and unrealized gain (loss)		2.08			1.78			1.13			(3.71	)		1.46			1.75


Total from investment operations		2.04			1.75			1.10			(3.72	)		1.46			1.75


Distributions to shareholders from:

Net investment income		–			–			–			–	^(b)		–	^(b)		–

Net realized gain		–			–			–			(.94	)		(.97	)		(.84	)


Total distributions		–			–			–			(.94	)		(.97	)		(.84	)

Net asset value, end of period		$13.34			$11.30			$9.55			$ 8.45			$13.11			$12.62


Total Return^(c)		18.05	%^(d)		18.32	%		13.02	%		(30.31	)%		12.48	%		15.64	%

Ratios to Average Net Assets:

Expenses, including expense reductions		.85	%^(d)		1.77	%		1.84	%		1.77	%		1.77	%		1.79	%

Expenses, excluding expense reductions		.85	%^(d)		1.77	%		1.84	%		1.77	%		1.77	%		1.79	%

Net investment loss		(.31	)%^(d)		(.26	)%		(.37	)%		(.07	)%		(.01	)%		(.02	)%

Supplemental Data:
Net assets, end of period (000)		$872,748			$603,639			$485,484			$419,157			$639,749			$622,822

Portfolio turnover rate		23.83	%^(d)		80.98	%		88.13	%		85.13	%		63.23	%		63.84	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Amount is less than $.01.

^(c)

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

^(d)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

FUNDAMENTAL EQUITY FUND


	Class F Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31									9/28/2007^(a)to 10/31/2007
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			9/28/2007^(a)to 10/31/2007
Per Share Operating Performance
Net asset value, beginning of period		$11.86			$ 9.96			$8.85			$13.70			$13.62


Investment operations:

Net investment income^(b)		.02			.09			.03			.08			–	^(b)

Net realized and unrealized gain (loss)		2.18			1.84			1.18			(3.87	)		.08


Total from investment operations		2.20			1.93			1.21			(3.79	)		.08


Distributions to shareholders from:

Net investment income		(.07	)		(.03	)		(.10	)		(.12	)		–

Net realized gain		–			–			–			(.94	)		–


Total distributions		(.07	)		(.03	)		(.10	)		(1.06	)		–

Net asset value, end of period		$13.99			$11.86			$9.96			$ 8.85			$13.70


Total Return^(d)		18.64	%^(e)		19.42	%		14.03	%		(29.70	)%		.59	%^(e)

Ratios to Average Net Assets:

Expenses, including expense reductions		.40	%^(e)		.86	%		.93	%		.87	%		.08	%^(e)

Expenses, excluding expense reductions		.40	%^(e)		.86	%		.93	%		.88	%		.08	%^(e)

Net investment income		.12	%^(e)		.77	%		.29	%		.77	%		.04	%^(e)

Supplemental Data:
Net assets, end of period (000)		$636,106			$282,018			$73,742			$8,995			$10

Portfolio turnover rate		23.83	%^(e)		80.98	%		88.13	%		85.13	%		63.23	%

^(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.

Financial Highlights (continued)

FUNDAMENTAL EQUITY FUND


	Class I Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$11.96			$10.04			$ 8.92			$13.79			$13.21			$12.19


Investment operations:

Net investment income^(a)		.02			.08			.05			.11			.10			.12

Net realized and unrealized gain (loss)		2.21			1.88			1.17			(3.92	)		1.57			1.83


Total from investment operations		2.23			1.96			1.22			(3.81	)		1.67			1.95


Distributions to shareholders from:

Net investment income		(.08	)		(.04	)		(.10	)		(.12	)		(.12	)		(.10	)

Net realized gain		–			–			–			(.94	)		(.97	)		(.83	)


Total distributions		(.08	)		(.04	)		(.10	)		(1.06	)		(1.09	)		(.93	)

Net asset value, end of period		$14.11			$11.96			$10.04			$ 8.92			$13.79			$13.21


Total Return^(b)		18.73	%^(c)		19.54	%		14.11	%		(29.62	)%		13.68	%		16.87	%

Ratios to Average Net Assets:

Expenses, including expense reductions		.35	%^(c)		.77	%		.84	%		.77	%		.78	%		.79	%

Expenses, excluding expense reductions		.35	%^(c)		.77	%		.84	%		.77	%		.78	%		.79	%

Net investment income		.17	%^(c)		.75	%		.58	%		.92	%		.78	%		.97	%

Supplemental Data:
Net assets, end of period (000)		$253,069			$162,114			$98,570			$54,483			$53,737			$3,880

Portfolio turnover rate		23.83	%^(c)		80.98	%		88.13	%		85.13	%		63.23	%		63.84	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Total return does assumes the reinvestment of all distributions.

^(c)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

FUNDAMENTAL EQUITY FUND


	Class P Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$11.75			$ 9.87			$8.75			$13.55			$13.03			$12.05


Investment operations:

Net investment income^(a)		–	^(b)		.03			.01			.06			.07			.06

Net realized and unrealized gain (loss)		2.16			1.85			1.16			(3.85	)		1.51			1.82


Total from investment operations		2.16			1.88			1.17			(3.79	)		1.58			1.88


Distributions to shareholders from:

Net investment income		(.02	)		–			(.05	)		(.07	)		(.09	)		(.06	)

Net realized gain		–			–			–			(.94	)		(.97	)		(.84	)


Total distributions		(.02	)		–			(.05	)		(1.01	)		(1.06	)		(.90	)

Net asset value, end of period		$13.89			$11.75			$9.87			$ 8.75			$13.55			$13.03


Total Return^(c)		18.45	%^(d)		19.05	%		13.59	%		(29.98	)%		13.08	%		16.36	%

Ratios to Average Net Assets:

Expenses, including expense reductions		.58	%^(d)		1.22	%		1.29	%		1.22	%		1.22	%		1.24	%

Expenses, excluding expense reductions		.58	%^(d)		1.22	%		1.29	%		1.22	%		1.22	%		1.25	%

Net investment income (loss)		(.04	)%^(d)		.28	%		.17	%		.49	%		.53	%		.49	%

Supplemental Data:
Net assets, end of period (000)		$34,950			$30,598			$29,361			$24,711			$48,641			$42,516

Portfolio turnover rate		23.83	%^(d)		80.98	%		88.13	%		85.13	%		63.23	%		63.84	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Amount is less than $.01.

^(c)

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

^(d)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

FUNDAMENTAL EQUITY FUND


	Class R2 Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31									9/28/2007^(a)to 10/31/2007
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			9/28/2007^(a)to 10/31/2007
Per Share Operating Performance
Net asset value, beginning of period		$11.75			$ 9.89			$8.82			$13.69			$13.62


Investment operations:

Net investment income (loss)^(b)		(.02	)		.04			(.01	)		.05			–	^(c)

Net realized and unrealized gain (loss)		2.17			1.82			1.17			(3.88	)		.07


Total from investment operations		2.15			1.86			1.16			(3.83	)		.07


Distributions to shareholders from:

Net investment income		(.04	)		–	^(c)		(.09	)		(.10	)		–

Net realized gain		–			–			–			(.94	)		–


Total distributions		(.04	)		–	^(c)		(.09	)		(1.04	)		–

Net asset value, end of period		$13.86			$11.75			$9.89			$ 8.82			$13.69


Total Return^(d)		18.34	%^(e)		18.81	%		13.44	%		(29.98	)%		.51	%^(e)

Ratios to Average Net Assets:

Expenses, including expense reductions		.65	%^(e)		1.36	%		1.42	%		1.30	%		.12	%^(e)

Expenses, excluding expense reductions		.65	%^(e)		1.36	%		1.42	%		1.31	%		.12	%^(e)

Net investment income (loss)		(.15	)%^(e)		.36	%		(.14	)%		.47	%		.00	%^(e)(f)

Supplemental Data:
Net assets, end of period (000)		$16,403			$4,444			$1,187			$319			$10

Portfolio turnover rate		23.83	%^(e)		80.98	%		88.13	%		85.13	%		63.23	%

^(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.

^(f)

Amount is less than .01%.

See Notes to Financial Statements.

Financial Highlights (concluded)

FUNDAMENTAL EQUITY FUND


	Class R3 Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31									9/28/2007^(a)to 10/31/2007
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			9/28/2007^(a)to 10/31/2007
Per Share Operating Performance
Net asset value, beginning of period		$11.80			$ 9.92			$8.82			$13.69			$13.62


Investment operations:

Net investment income (loss)^(b)		(.01	)		.03			–	^(c)		.04			–	^(c)

Net realized and unrealized gain (loss)		2.18			1.85			1.17			(3.86	)		.07


Total from investment operations		2.17			1.88			1.17			(3.82	)		.07


Distributions to shareholders from:

Net investment income		(.03	)		–	^(c)		(.07	)		(.11	)		–

Net realized gain		–			–			–			(.94	)		–


Total distributions		(.03	)		–	^(c)		(.07	)		(1.05	)		–

Net asset value, end of period		$13.94			$11.80			$9.92			$ 8.82			$13.69


Total Return^(d)		18.36	%^(e)		18.96	%		13.55	%		(29.96	)%		.51	%^(e)

Ratios to Average Net Assets:

Expenses, including expense reductions		.60	%^(e)		1.26	%		1.33	%		1.26	%		.11	%^(e)

Expenses, excluding expense reductions		.60	%^(e)		1.26	%		1.33	%		1.26	%		.11	%^(e)

Net investment income (loss)		(.08	)%^(e)		.30	%		.05	%		.37	%		.01	%^(e)

Supplemental Data:
Net assets, end of period (000)		$127,146			$67,814			$28,510			$14,303			$10

Portfolio turnover rate		23.83	%^(e)		80.98	%		88.13	%		85.13	%		63.23	%

^(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.

Financial Highlights

INTERNATIONAL CORE EQUITY FUND


	Class A Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$12.12			$11.20			$ 8.68			$18.34			$15.23			$12.37


Investment operations:

Net investment income^(a)		.09			.12			.08			.23			.17			.08

Net realized and unrealized gain (loss)		1.46			.88			2.66			(8.23	)		3.92			3.17


Total from investment operations		1.55			1.00			2.74			(8.00	)		4.09			3.25


Distributions to shareholders from:

Net investment income		(.13	)		(.08	)		(.22	)		(.13	)		(.06	)		(.05	)

Net realized gain		–			–			–			(1.53	)		(.92	)		(.34	)


Total distributions		(.13	)		(.08	)		(.22	)		(1.66	)		(.98	)		(.39	)

Net asset value, end of period		$13.54			$12.12			$11.20			$ 8.68			$18.34			$15.23


Total Return^(b)		12.95	%^(c)		8.95	%		32.32	%		(47.48	)%		28.22	%		26.86	%

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.55	%^(c)		1.18	%		1.55	%		1.43	%		1.40	%		1.53	%

Expenses, including expense reductions, management fee waived and expenses reimbursed		.55	%^(c)		1.18	%		1.55	%		1.42	%		1.40	%		1.52	%

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.69	%^(c)		1.44	%		1.55	%		1.43	%		1.41	%		1.53	%

Net investment income		.70	%^(c)		1.05	%		.92	%		1.68	%		1.02	%		.55	%

Supplemental Data:
Net assets, end of period (000)		$570,486			$542,452			$574,731			$527,567			$1,082,308			$655,273

Portfolio turnover rate		39.04	%^(c)		98.73	%		132.22	%		125.37	%		122.32	%		134.00	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

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

^(c)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

INTERNATIONAL CORE EQUITY FUND


	Class B Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$11.91			$11.02			$ 8.50			$18.00			$15.00			$12.24


Investment operations:

Net investment income (loss)^(a)		.04			.04			.02			.14			.06			(.01	)

Net realized and unrealized gain (loss)		1.45			.87			2.62			(8.07	)		3.86			3.13


Total from investment operations		1.49			.91			2.64			(7.93	)		3.92			3.12


Distributions to shareholders from:

Net investment income		(.05	)		(.02	)		(.12	)		(.04	)		–	^(b)		(.02	)

Net realized gain		–			–			–			(1.53	)		(.92	)		(.34	)


Total distributions		(.05	)		(.02	)		(.12	)		(1.57	)		(.92	)		(.36	)

Net asset value, end of period		$13.35			$11.91			$11.02			$ 8.50			$18.00			$15.00


Total Return^(c)		12.56	%^(d)		8.23	%		31.46	%		(47.80	)%		27.39	%		25.98	%

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.87	%^(d)		1.84	%		2.20	%		2.08	%		2.05	%		2.18	%

Expenses, including expense reductions, management fee waived and expenses reimbursed		.87	%^(d)		1.84	%		2.20	%		2.08	%		2.05	%		2.17	%

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.01	%^(d)		2.09	%		2.20	%		2.08	%		2.06	%		2.18	%

Net investment income (loss)		.36	%^(d)		.40	%		.27	%		1.02	%		.36	%		(.09	)%

Supplemental Data:
Net assets, end of period (000)		$38,330			$39,255			$43,492			$39,604			$82,699			$51,040

Portfolio turnover rate		39.04	%^(d)		98.73	%		132.22	%		125.37	%		122.32	%		134.00	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Amount is less than $.01.

^(c)

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

^(d)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

INTERNATIONAL CORE EQUITY FUND


	Class C Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$11.93			$11.04			$ 8.50			$18.00			$15.00			$12.24


Investment operations:

Net investment income (loss)^(a)		.05			.04			.03			.14			.06			(.01	)

Net realized and unrealized gain (loss)		1.45			.87			2.62			(8.07	)		3.86			3.13


Total from investment operations		1.50			.91			2.65			(7.93	)		3.92			3.12


Distributions to shareholders from:

Net investment income		(.05	)		(.02	)		(.11	)		(.04	)		–	^(b)		(.02	)

Net realized gain		–			–			–			(1.53	)		(.92	)		(.34	)


Total distributions		(.05	)		(.02	)		(.11	)		(1.57	)		(.92	)		(.36	)

Net asset value, end of period		$13.38			$11.93			$11.04			$ 8.50			$18.00			$15.00


Total Return^(c)		12.63	%^(d)		8.21	%		31.52	%		(47.82	)%		27.39	%		25.98	%

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.85	%^(d)		1.84	%		2.20	%		2.08	%		2.06	%		2.18	%

Expenses, including expense reductions, management fee waived and expenses reimbursed		.85	%^(d)		1.84	%		2.20	%		2.08	%		2.06	%		2.17	%

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.99	%^(d)		2.09	%		2.20	%		2.08	%		2.06	%		2.18	%

Net investment income (loss)		.39	%^(d)		.38	%		.28	%		1.01	%		.37	%		(.07	)%

Supplemental Data:
Net assets, end of period (000)		$92,109			$91,550			$105,557			$95,496			$216,646			$138,424

Portfolio turnover rate		39.04	%^(d)		98.73	%		132.22	%		125.37	%		122.32	%		134.00	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Amount is less than $.01.

^(c)

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

^(d)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

INTERNATIONAL CORE EQUITY FUND


	Class F Shares
	Six Month Ended 4/30/2011 (unaudited)			Year Ended 10/31									9/28/2007^(a) to 10/31/2007
	Six Month Ended 4/30/2011 (unaudited)			2010			2009			2008			9/28/2007^(a) to 10/31/2007
Per Share Operating Performance
Net asset value, beginning of period		$12.08			$11.16			$ 8.68			$18.34			$17.65


Investment operations:

Net investment income (loss)^(b)		.12			.16			.16			.24			(.01	)

Net realized and unrealized gain (loss)		1.43			.86			2.59			(8.19	)		.70


Total from investment operations		1.55			1.02			2.75			(7.95	)		.69


Distributions to shareholders from:

Net investment income		(.17	)		(.10	)		(.27	)		(.18	)		–

Net realized gain		–			–			–			(1.53	)		–


Total distributions		(.17	)		(.10	)		(.27	)		(1.71	)		–

Net asset value, end of period		$13.46			$12.08			$11.16			$ 8.68			$18.34


Total Return^(c)		12.99	%^(d)		9.25	%		32.76	%		(47.37	)%		3.91	%^(d)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.43	%^(d)		.90	%		1.27	%		1.26	%		.12	%^(d)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.43	%^(d)		.90	%		1.27	%		1.25	%		.12	%^(d)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.57	%^(d)		1.18	%		1.27	%		1.26	%		.12	%^(d)

Net investment income (loss)		.98	%^(d)		1.45	%		1.73	%		2.02	%		(.06	)%^(d)

Supplemental Data:
Net assets, end of period (000)		$60,359			$31,153			$9,009			$1,869			$10

Portfolio turnover rate		39.04	%^(d)		98.73	%		132.22	%		125.37	%		122.32	%

^(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 10/01/2007.

^(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.

Financial Highlights (continued)

INTERNATIONAL CORE EQUITY FUND


	Class I Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$12.21			$11.28			$ 8.77			$18.49			$15.33			$12.43


Investment operations:

Net investment income^(a)		.12			.15			.13			.29			.25			.13

Net realized and unrealized gain (loss)		1.46			.89			2.65			(8.30	)		3.93			3.19


Total from investment operations		1.58			1.04			2.78			(8.01	)		4.18			3.32


Distributions to shareholders from:

Net investment income		(.17	)		(.11	)		(.27	)		(.18	)		(.10	)		(.08	)

Net realized gain		–			–			–			(1.53	)		(.92	)		(.34	)


Total distributions		(.17	)		(.11	)		(.27	)		(1.71	)		(1.02	)		(.42	)

Net asset value, end of period		$13.62			$12.21			$11.28			$ 8.77			$18.49			$15.33


Total Return^(b)		13.09	%^(c)		9.31	%		32.86	%		(47.30	)%		28.67	%		27.26	%

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.38	%^(c)		.82	%		1.19	%		1.07	%		1.05	%		1.19	%

Expenses, including expense reductions, management fee waived and expenses reimbursed		.38	%^(c)		.82	%		1.19	%		1.07	%		1.05	%		1.18	%

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.52	%^(c)		1.08	%		1.19	%		1.07	%		1.06	%		1.19	%

Net investment income		.92	%^(c)		1.34	%		1.34	%		2.05	%		1.53	%		.92	%

Supplemental Data:
Net assets, end of period (000)		$359,394			$267,253			$167,574			$113,975			$259,354			$70,641

Portfolio turnover rate		39.04	%^(c)		98.73	%		132.22	%		125.37	%		122.32	%		134.00	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Total return assumes the reinvestment of all distributions.

^(c)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

INTERNATIONAL CORE EQUITY FUND


	Class P Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$12.04			$11.13			$ 8.63			$18.30			$15.22			$12.36


Investment operations:

Net investment income^(a)		.03			.10			.07			.23			.15			.08

Net realized and unrealized gain (loss)		1.50			.88			2.64			(8.19	)		3.91			3.16


Total from investment operations		1.53			.98			2.71			(7.96	)		4.06			3.24


Distributions to shareholders from:

Net investment income		(.13	)		(.07	)		(.21	)		(.18	)		(.06	)		(.03	)

Net realized gain		–			–			–			(1.53	)		(.92	)		(.35	)


Total distributions		(.13	)		(.07	)		(.21	)		(1.71	)		(.98	)		(.38	)

Net asset value, end of period		$13.44			$12.04			$11.13			$ 8.63			$18.30			$15.22


Total Return^(b)		12.83	%^(c)		8.84	%		32.29	%		(47.56	)%		28.07	%		26.69	%

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.61	%^(c)		1.29	%		1.64	%		1.52	%		1.51	%		1.63	%

Expenses, including expense reductions, management fee waived and expenses reimbursed		.61	%^(c)		1.29	%		1.64	%		1.52	%		1.51	%		1.62	%

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.74	%^(c)		1.54	%		1.64	%		1.52	%		1.51	%		1.63	%

Net investment income		.25	%^(c)		.92	%		.78	%		1.68	%		.91	%		.55	%

Supplemental Data:
Net assets, end of period (000)		$608			$1,765			$1,825			$1,135			$192			$66

Portfolio turnover rate		39.04	%^(c)		98.73	%		132.22	%		125.37	%		122.32	%		134.00	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Total return assumes the reinvestment of all distributions.

^(c)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

INTERNATIONAL CORE EQUITY FUND


	Class R2 Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended									9/28/2007^(a) to 10/31/2007
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			9/28/2007^(a) to 10/31/2007
Per Share Operating Performance
Net asset value, beginning of period		$12.14			$11.20			$ 8.69			$18.33			$17.65


Investment operations:

Net investment income (loss)^(b)		.08			.08			.12			.27			(.01	)

Net realized and unrealized gain (loss)		1.44			.91			2.65			(8.21	)		.69


Total from investment operations		1.52			.99			2.77			(7.94	)		.68


Distributions to shareholders from:

Net investment income		(.13	)		(.05	)		(.26	)		(.17	)		–

Net realized gain		–			–			–			(1.53	)		–


Total distributions		(.13	)		(.05	)		(.26	)		(1.70	)		–

Net asset value, end of period		$13.53			$12.14			$11.20			$ 8.69			$18.33


Total Return^(c)		12.70	%^(d)		8.86	%		32.77	%		(47.24	)%		3.85	%^(d)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.68	%^(d)		1.35	%		1.16	%		1.17	%		.14	%^(d)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.68	%^(d)		1.35	%		1.16	%		1.16	%		.14	%^(d)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.81	%^(d)		1.64	%		1.16	%		1.17	%		.14	%^(d)

Net investment income (loss)		.65	%^(d)		.73	%		1.33	%		1.92	%		(.08	)%^(d)

Supplemental Data:
Net assets, end of period (000)		$751			$570			$7			$5			$10

Portfolio turnover rate		39.04	%^(d)		98.73	%		132.22	%		125.37	%		122.32	%

^(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 10/01/2007.

^(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.

Financial Highlights (concluded)

INTERNATIONAL CORE EQUITY FUND


	Class R3 Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended									9/28/2007^(a) to 10/31/2007
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			9/28/2007^(a) to 10/31/2007
Per Share Operating Performance
Net asset value, beginning of period		$12.00			$11.10			$ 8.65			$18.33			$17.65


Investment operations:

Net investment income (loss)^(b)		.09			.11			.06			.22			(.01	)

Net realized and unrealized gain (loss)		1.43			.87			2.64			(8.20	)		.69


Total from investment operations		1.52			.98			2.70			(7.98	)		.68


Distributions to shareholders from:

Net investment income		(.14	)		(.08	)		(.25	)		(.17	)		–

Net realized gain		–			–			–			(1.53	)		–


Total distributions		(.14	)		(.08	)		(.25	)		(1.70	)		–

Net asset value, end of period		$13.38			$12.00			$11.10			$ 8.65			$18.33


Total Return^(c)		12.79	%^(d)		8.89	%		32.23	%		(47.55	)%		3.85	%^(d)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.63	%^(d)		1.28	%		1.68	%		1.62	%		.14	%^(d)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.63	%^(d)		1.28	%		1.68	%		1.62	%		.14	%^(d)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.76	%^(d)		1.57	%		1.68	%		1.62	%		.14	%^(d)

Net investment income (loss)		.68	%^(d)		1.02	%		.65	%		1.79	%		(.08	)%^(d)

Supplemental Data:
Net assets, end of period (000)		$14,118			$10,418			$1,439			$523			$10

Portfolio turnover rate		39.04	%^(d)		98.73	%		132.22	%		125.37	%		122.32	%

^(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 10/01/2007.

^(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.

Financial Highlights

INTERNATIONAL DIVIDEND INCOME FUND


	Class A Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31						6/23/2008^(a)to 10/31/2008
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			6/23/2008^(a)to 10/31/2008
Per Share Operating Performance
Net asset value, beginning of period		$8.64			$8.22			$6.29			$10.00


Investment operations:

Net investment income^(b)		.16			.34			.28			.16

Net realized and unrealized gain (loss)		.99			.42			1.90			(3.74	)


Total from investment operations		1.15			.76			2.18			(3.58	)


Distributions to shareholders from:

Net investment income		(.12	)		(.34	)		(.25	)		(.13	)

Net asset value, end of period		$9.67			$8.64			$8.22			$ 6.29


Total Return^(c)		13.44	%^(d)		9.58	%		35.88	%		(36.10	)%^(d)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.55	%^(d)		1.14	%		1.35	%		.48	%^(d)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.55	%^(d)		1.14	%		1.35	%		.48	%^(d)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.70	%^(d)		1.46	%		1.63	%		.68	%^(d)

Net investment income		1.79	%^(d)		4.23	%		4.08	%		1.98	%^(d)

Supplemental Data:
Net assets, end of period (000)		$227,711			$162,611			$52,935			$9,075

Portfolio turnover rate		53.85	%^(d)		100.06	%		105.74	%		53.94	%

^(a)

Commencement of operations was 6/23/2008, SEC effective date was 6/20/2008 and date shares first became available to the public was 6/30/2008.

^(b)

Calculated using average shares outstanding during the period.

^(c)

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

^(d)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

INTERNATIONAL DIVIDEND INCOME FUND


	Class C Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31						6/23/2008^(a)to 10/31/2008
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			6/23/2008^(a)to 10/31/2008
Per Share Operating Performance
Net asset value, beginning of period		$8.60			$8.19			$6.28			$10.00


Investment operations:

Net investment income^(b)		.13			.29			.21			.09

Net realized and unrealized gain (loss)		.97			.41			1.92			(3.68	)


Total from investment operations		1.10			.70			2.13			(3.59	)


Distributions to shareholders from:

Net investment income		(.09	)		(.29	)		(.22	)		(.13	)

Net asset value, end of period		$9.61			$8.60			$8.19			$ 6.28


Total Return^(c)		12.92	%^(d)		8.99	%		34.87	%		(36.22	)%^(d)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.87	%^(d)		1.79	%		1.98	%		.68	%^(d)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.87	%^(d)		1.79	%		1.98	%		.68	%^(d)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.01	%^(d)		2.10	%		2.26	%		1.44	%^(d)

Net investment income		1.45	%^(d)		3.61	%		2.93	%		1.23	%^(d)

Supplemental Data:
Net assets, end of period (000)		$18,868			$13,561			$4,376			$177

Portfolio turnover rate		53.85	%^(d)		100.06	%		105.74	%		53.94	%

^(a)

Commencement of operations was 6/23/2008, SEC effective date was 6/20/2008 and date shares first became available to the public was 6/30/2008.

^(b)

Calculated using average shares outstanding during the period.

^(c)

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

^(d)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

INTERNATIONAL DIVIDEND INCOME FUND


	Class F Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31						6/23/2008^(a)to 10/31/2008
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			6/23/2008^(a)to 10/31/2008
Per Share Operating Performance
Net asset value, beginning of period		$8.65			$8.23			$6.29			$10.00


Investment operations:

Net investment income^(b)		.17			.39			.18			.15

Net realized and unrealized gain (loss)		.98			.39			2.02			(3.72	)


Total from investment operations		1.15			.78			2.20			(3.57	)


Distributions to shareholders from:

Net investment income		(.13	)		(.36	)		(.26	)		(.14	)

Net asset value, end of period		$9.67			$8.65			$8.23			$ 6.29


Total Return^(c)		13.44	%^(d)		9.95	%		36.13	%		(36.08	)%^(d)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.43	%^(d)		.88	%		1.07	%		.35	%^(d)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.43	%^(d)		.88	%		1.07	%		.35	%^(d)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.57	%^(d)		1.21	%		1.39	%		1.53	%^(d)

Net investment income		1.95	%^(d)		4.78	%		2.32	%		1.91	%^(d)

Supplemental Data:
Net assets, end of period (000)		$22,471			$12,745			$1,772			$28

Portfolio turnover rate		53.85	%^(d)		100.06	%		105.74	%		53.94	%

^(a)

Commencement of operations was 6/23/2008, SEC effective date was 6/20/2008 and date shares first became available to the public was 6/30/2008.

^(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.

Financial Highlights (continued)

INTERNATIONAL DIVIDEND INCOME FUND


	Class I Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31						6/23/2008^(a)to 10/31/2008
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			6/23/2008^(a)to 10/31/2008
Per Share Operating Performance
Net asset value, beginning of period		$8.66			$8.24			$6.29			$10.00


Investment operations:

Net investment income^(b)		.17			.37			.29			.19

Net realized and unrealized gain (loss)		.99			.41			1.93			(3.76	)


Total from investment operations		1.16			.78			2.22			(3.57	)


Distributions to shareholders from:

Net investment income		(.13	)		(.36	)		(.27	)		(.14	)

Net asset value, end of period		$9.69			$8.66			$8.24			$ 6.29


Total Return^(c)		13.59	%^(d)		10.03	%		36.38	%		(36.07	)%^(d)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.38	%^(d)		.81	%		.99	%		.36	%^(d)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.38	%^(d)		.81	%		.99	%		.36	%^(d)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.52	%^(d)		1.10	%		1.28	%		.54	%^(d)

Net investment income		1.94	%^(d)		4.53	%		4.13	%		2.19	%^(d)

Supplemental Data:
Net assets, end of period (000)		$317,602			$265,348			$225,688			$83,413

Portfolio turnover rate		53.85	%^(d)		100.06	%		105.74	%		53.94	%

^(a)

Commencement of operations was 6/23/2008, SEC effective date was 6/20/2008 and date shares first became available to the public was 6/30/2008.

^(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.

Financial Highlights (continued)

INTERNATIONAL DIVIDEND INCOME FUND


	Class R2 Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31						6/23/2008^(a)to 10/31/2008
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			6/23/2008^(a)to 10/31/2008
Per Share Operating Performance
Net asset value, beginning of period		$8.76			$8.29			$6.30			$10.00


Investment operations:

Net investment income^(b)		.17			.37			.31			.18

Net realized and unrealized gain (loss)		1.01			.42			1.91			(3.76	)


Total from investment operations		1.18			.79			2.22			(3.58	)


Distributions to shareholders from:

Net investment income		(.12	)		(.32	)		(.23	)		(.12	)

Net asset value, end of period		$9.82			$8.76			$8.29			$ 6.30


Total Return^(c)		13.60	%^(d)		9.96	%		36.26	%		(36.08	)%^(d)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.39	%^(d)		.84	%		.96	%		.50	%^(d)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.39	%^(d)		.84	%		.96	%		.50	%^(d)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.53	%^(d)		1.13	%		1.27	%		2.87	%^(d)

Net investment income		1.91	%^(d)		4.45	%		4.63	%		2.07	%^(d)

Supplemental Data:
Net assets, end of period (000)		$11			$10			$9			$6

Portfolio turnover rate		53.85	%^(d)		100.06	%		105.74	%		53.94	%

^(a)

Commencement of operations was 6/23/2008, SEC effective date was 6/20/2008 and date shares first became available to the public was 6/30/2008.

^(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.

Financial Highlights (concluded)

INTERNATIONAL DIVIDEND INCOME FUND


	Class R3 Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31						6/23/2008^(a)to 10/31/2008
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			6/23/2008^(a)to 10/31/2008
Per Share Operating Performance
Net asset value, beginning of period		$8.71			$8.28			$6.30			$10.00


Investment operations:

Net investment income^(b)		.16			.36			.31			.18

Net realized and unrealized gain (loss)		.98			.40			1.91			(3.75	)


Total from investment operations		1.14			.76			2.22			(3.57	)


Distributions to shareholders from:

Net investment income		(.11	)		(.33	)		(.24	)		(.13	)

Net asset value, end of period		$9.74			$8.71			$8.28			$ 6.30


Total Return^(c)		13.24	%^(d)		9.62	%		36.22	%		(36.06	)%^(d)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.63	%^(d)		1.24	%		.96	%		.46	%^(d)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.63	%^(d)		1.24	%		.96	%		.46	%^(d)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.77	%^(d)		1.58	%		1.27	%		2.84	%^(d)

Net investment income		1.76	%^(d)		4.40	%		4.62	%		2.10	%^(d)

Supplemental Data:
Net assets, end of period (000)		$198			$111			$9			$6

Portfolio turnover rate		53.85	%^(d)		100.06	%		105.74	%		53.94	%

^(a)

Commencement of operations was 6/23/2008, SEC effective date was 6/20/2008 and date shares first became available to the public was 6/30/2008.

^(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.

Financial Highlights

INTERNATIONAL OPPORTUNITIES FUND


	Class A Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$12.87			$10.70			$ 7.29			$19.81			$15.72			$11.97


Investment operations:

Net investment income^(a)		.03			.06			.04			.09			.04			.05

Net realized and unrealized gain (loss)		1.66			2.20			3.42			(10.36	)		4.07			3.70


Total from investment operations		1.69			2.26			3.46			(10.27	)		4.11			3.75


Distributions to shareholders from:

Net investment income		(.05	)		(.09	)		(.05	)		(.08	)		(.02	)		–

Net realized gain		–			–			–			(2.17	)		–			–


Total distributions		(.05	)		(.09	)		(.05	)		(2.25	)		(.02	)		–

Net asset value, end of period		$14.51			$12.87			$10.70			$ 7.29			$19.81			$15.72


Total Return^(b)		13.19	%^(c)		21.21	%		47.94	%		(57.81	)%		26.14	%		31.33	%

Ratios to Average Net Assets:

Expenses, including expenses reductions		.72	%^(c)		1.54	%		1.77	%		1.60	%		1.56	%		1.60	%

Expenses, excluding expense reductions		.72	%^(c)		1.54	%		1.77	%		1.61	%		1.56	%		1.60	%

Net investment income		.22	%^(c)		.54	%		.50	%		.65	%		.23	%		.38	%

Supplemental Data:
Net assets, end of period (000)		$106,728			$98,272			$92,188			$67,815			$200,909			$148,996

Portfolio turnover rate		49.50	%^(c)		83.13	%		115.58	%		130.51	%		115.79	%		98.16	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

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

^(c)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

INTERNATIONAL OPPORTUNITIES FUND


	Class B Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$12.21			$10.17			$ 6.92			$18.96			$15.12			$11.59


Investment operations:

Net investment loss^(a)		(.01	)		(.01	)		(.01	)		–	^(b)		(.07	)		(.04	)

Net realized and unrealized gain (loss)		1.59			2.08			3.26			(9.87	)		3.91			3.57


Total from investment operations		1.58			2.07			3.25			(9.87	)		3.84			3.53


Distributions to shareholders from:

Net investment income		–			(.03	)		–			–			–			–

Net realized gain		–			–			–			(2.17	)		–			–


Total distributions		–			(.03	)		–			(2.17	)		–			–

Net asset value, end of period		$13.79			$12.21			$10.17			$ 6.92			$18.96			$15.12	��


Total Return^(c)		12.86	%^(d)		20.35	%		46.97	%		(58.10	)%		25.40	%		30.46	%

Ratios to Average Net Assets:

Expenses, including expenses reductions		1.04	%^(d)		2.19	%		2.42	%		2.25	%		2.21	%		2.24	%

Expenses, excluding expense reductions		1.04	%^(d)		2.19	%		2.42	%		2.26	%		2.21	%		2.24	%

Net investment loss		(.11	)%^(d)		(.13	)%		(.15	)%		(.01	)%		(.43	)%		(.30	)%

Supplemental Data:
Net assets, end of period (000)		$13,600			$14,307			$17,103			$14,192			$43,231			$36,642

Portfolio turnover rate		49.50	%^(d)		83.13	%		115.58	%		130.51	%		115.79	%		98.16	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Amount is less than $.01.

^(c)

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

^(d)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

INTERNATIONAL OPPORTUNITIES FUND


	Class C Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$12.14			$10.12			$ 6.88			$18.86			$15.05			$11.54


Investment operations:

Net investment income (loss)^(a)		(.01	)		(.01	)		(.01	)		–	^(b)		(.07	)		(.04	)

Net realized and unrealized gain (loss)		1.57			2.06			3.25			(9.81	)		3.88			3.55


Total from investment operations		1.56			2.05			3.24			(9.81	)		3.81			3.51


Distributions to shareholders from:

Net investment income		–			(.03	)		–			–			–			–

Net realized gain		–			–			–			(2.17	)		–			–


Total distributions		–			(.03	)		–			(2.17	)		–			–

Net asset value, end of period		$13.70			$12.14			$10.12			$ 6.88			$18.86			$15.05


Total Return^(c)		12.85	%^(d)		20.34	%		47.09	%		(58.09	)%		25.32	%		30.42	%

Ratios to Average Net Assets:

Expenses, including expenses reductions		1.02	%^(d)		2.19	%		2.42	%		2.25	%		2.21	%		2.24	%

Expenses, excluding expense reductions		1.02	%^(d)		2.19	%		2.42	%		2.26	%		2.21	%		2.25	%

Net investment income (loss)		(.08	)%^(d)		(.13	)%		(.14	)%		.00	%^(e)		(.40	)%		(.27	)%

Supplemental Data:
Net assets, end of period (000)		$20,643			$19,969			$21,668			$15,297			$43,422			$30,673

Portfolio turnover rate		49.50	%^(d)		83.13	%		115.58	%		130.51	%		115.79	%		98.16	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Amount is less than $.01.

^(c)

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

^(d)

Not annualized.

^(e)

Amount is less than .01%.

See Notes to Financial Statements.

Financial Highlights (continued)

INTERNATIONAL OPPORTUNITIES FUND


	Class F Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31									9/28/2007^(a) to 10/31/2007
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			9/28/2007^(a) to 10/31/2007
Per Share Operating Performance
Net asset value, beginning of period		$12.81			$10.65			$ 7.28			$19.81			$18.82


Investment operations:

Net investment income^(b)		.04			.10			.09			.09			.01

Net realized and unrealized gain (loss)		1.66			2.17			3.37			(10.31	)		.98


Total from investment operations		1.70			2.27			3.46			(10.22	)		.99


Distributions to shareholders from:

Net investment income		(.09	)		(.11	)		(.09	)		(.14	)		–

Net realized gain		–			–			–			(2.17	)		–


Total distributions		(.09	)		(.11	)		(.09	)		(2.31	)		–

Net asset value, end of period		$14.42			$12.81			$10.65			$ 7.28			$19.81


Total Return^(c)		13.33	%^(d)		21.47	%		48.36	%		(57.70	)%		5.26	%^(d)

Ratios to Average Net Assets:

Expenses, including expenses reductions		.60	%^(d)		1.28	%		1.49	%		1.42	%		.13	%^(d)

Expenses, excluding expense reductions		.60	%^(d)		1.28	%		1.49	%		1.43	%		.13	%^(d)

Net investment income		.32	%^(d)		.88	%		1.00	%		.84	%		.03	%^(d)

Supplemental Data:
Net assets, end of period (000)		$1,223			$934			$384			$121			$11

Portfolio turnover rate		49.50	%^(d)		83.13	%		115.58	%		130.51	%		115.79	%

^(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.

Financial Highlights (continued)

INTERNATIONAL OPPORTUNITIES FUND


	Class I Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$13.18			$10.96			$ 7.48			$20.29			$16.08			$12.21


Investment operations:

Net investment income^(a)		.06			.11			.08			.14			.12			.11

Net realized and unrealized gain (loss)		1.70			2.23			3.50			(10.64	)		4.15			3.76


Total from investment operations		1.76			2.34			3.58			(10.50	)		4.27			3.87


Distributions to shareholders from:

Net investment income		(.09	)		(.12	)		(.10	)		(.14	)		(.06	)		–

Net realized gain		–			–			–			(2.17	)		–			–


Total distributions		(.09	)		(.12	)		(.10	)		(2.31	)		(.06	)		–

Net asset value, end of period		$14.85			$13.18			$10.96			$ 7.48			$20.29			$16.08


Total Return^(b)		13.47	%^(c)		21.50	%		48.47	%		(57.66	)%		26.67	%		31.70	%

Ratios to Average Net Assets:

Expenses, including expenses reductions		.55	%^(c)		1.18	%		1.42	%		1.27	%		1.20	%		1.25	%

Expenses, excluding expense reductions		.55	%^(c)		1.18	%		1.42	%		1.27	%		1.21	%		1.25	%

Net investment income		.42	%^(c)		.93	%		.87	%		1.05	%		.65	%		.76	%

Supplemental Data:
Net assets, end of period (000)		$296,031			$232,027			$160,456			$110,838			$164,086			$149,509

Portfolio turnover rate		49.50	%^(c)		83.13	%		115.58	%		130.51	%		115.79	%		98.16	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Total return assumes the reinvestment of all distributions.

^(c)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

INTERNATIONAL OPPORTUNITIES FUND


	Class P Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$13.06			$10.86			$ 7.36			$20.00			$15.89			$12.11


Investment operations:

Net investment income^(a)		.02			.05			.03			.07			.02			.09

Net realized and unrealized gain (loss)		1.69			2.22			3.48			(10.46	)		4.12			3.69


Total from investment operations		1.71			2.27			3.51			(10.39	)		4.14			3.78


Distributions to shareholders from:

Net investment income		(.04	)		(.07	)		(.01	)		(.08	)		(.03	)		–

Net realized gain		–			–			–			(2.17	)		–			–


Total distributions		(.04	)		(.07	)		(.01	)		(2.25	)		(.03	)		–

Net asset value, end of period		$14.73			$13.06			$10.86			$ 7.36			$20.00			$15.89


Total Return^(b)		13.15	%^(c)		21.05	%		47.86	%		(57.86	)%		26.10	%		31.21	%

Ratios to Average Net Assets:

Expenses, including expenses reductions		.77	%^(c)		1.64	%		1.87	%		1.70	%		1.65	%		1.74	%

Expenses, excluding expense reductions		.77	%^(c)		1.64	%		1.87	%		1.71	%		1.65	%		1.74	%

Net investment income		.18	%^(c)		.44	%		.36	%		.55	%		.11	%		.62	%

Supplemental Data:
Net assets, end of period (000)		$1,023			$900			$781			$834			$1,826			$1,489

Portfolio turnover rate		49.50	%^(c)		83.13	%		115.58	%		130.51	%		115.79	%		98.16	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Total return assumes the reinvestment of all distributions.

^(c)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

INTERNATIONAL OPPORTUNITIES FUND


	Class R2 Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31									9/28/2007^(a)to 10/31/2007
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			9/28/2007^(a)to 10/31/2007
Per Share Operating Performance
Net asset value, beginning of period		$12.77			$10.64			$ 7.24			$19.80			$18.82


Investment operations:

Net investment income^(b)		.01			.03			.03			.06			–	^(c)

Net realized and unrealized gain (loss)		1.65			2.18			3.40			(10.32	)		.98


Total from investment operations		1.66			2.21			3.43			(10.26	)		.98


Distributions to shareholders from:

Net investment income		(.02	)		(.08	)		(.03	)		(.13	)		–

Net realized gain		–			–			–			(2.17	)		–


Total distributions		(.02	)		(.08	)		(.03	)		(2.30	)		–

Net asset value, end of period		$14.41			$12.77			$10.64			$ 7.24			$19.80


Total Return^(d)		13.00	%^(e)		20.90	%		47.69	%		(57.93	)%		5.21	%^(e)

Ratios to Average Net Assets:

Expenses, including expense reductions		.85	%^(e)		1.79	%		1.97	%		1.84	%		.16	%^(e)

Expenses, excluding expense reductions		.85	%^(e)		1.79	%		1.97	%		1.84	%		.16	%^(e)

Net investment income		.11	%^(e)		.31	%		.34	%		.51	%		.00	%^(e)(f)

Supplemental Data:
Net assets, end of period (000)		$114			$96			$91			$31			$11

Portfolio turnover rate		49.50	%^(e)		83.13	%		115.58	%		130.51	%		115.79	%

^(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.

^(f)

Amount is less than .01%.

See Notes to Financial Statements.

Financial Highlights (concluded)

INTERNATIONAL OPPORTUNITIES FUND


	Class R3 Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31									9/28/2007^(a)to 10/31/2007
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			9/28/2007^(a)to 10/31/2007
Per Share Operating Performance
Net asset value, beginning of period		$12.72			$10.60			$ 7.27			$19.81			$18.82


Investment operations:

Net investment income^(b)		.03			.05			.01			.10			–	^(c)

Net realized and unrealized gain (loss)		1.64			2.17			3.41			(10.34	)		.99


Total from investment operations		1.67			2.22			3.42			(10.24	)		.99


Distributions to shareholders from:

Net investment income		(.06	)		(.10	)		(.09	)		(.13	)		–

Net realized gain		–			–			–			(2.17	)		–


Total distributions		(.06	)		(.10	)		(.09	)		(2.30	)		–

Net asset value, end of period		$14.33			$12.72			$10.60			$ 7.27			$19.81


Total Return^(d)		13.15	%^(e)		21.04	%		47.75	%		(57.77	)%		5.26	%^(e)

Ratios to Average Net Assets:

Expenses, including expense reductions		.77	%^(e)		1.67	%		1.81	%		1.52	%		.15	%^(e)

Expenses, excluding expense reductions		.77	%^(e)		1.67	%		1.81	%		1.52	%		.15	%^(e)

Net investment income		.22	%^(e)		.45	%		.14	%		.81	%		.00	%^(e)(f)

Supplemental Data:
Net assets, end of period (000)		$4,675			$3,016			$573			$22			$11

Portfolio turnover rate		49.50	%^(e)		83.13	%		115.58	%		130.51	%		115.79	%

^(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.

^(f)

Amount is less than .01%.

See Notes to Financial Statements.

Financial Highlights

LARGE CAP VALUE FUND


	Class A Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$ 9.47			$8.61			$8.48			$15.47			$14.19			$12.38


Investment operations:

Net investment income^(a)		.03			.04			.07			.14			.19			.17

Net realized and unrealized gain (loss)		1.56			.88			.20			(4.92	)		1.58			2.05


Total from investment operations		1.59			.92			.27			(4.78	)		1.77			2.22


Distributions to shareholders from:

Net investment income		(.04	)		(.06	)		(.14	)		(.20	)		(.17	)		(.12	)

Net realized gain		–			–			–			(2.01	)		(.32	)		(.29	)


Total distributions		(.04	)		(.06	)		(.14	)		(2.21	)		(.49	)		(.41	)

Net asset value, end of period		$11.02			$9.47			$8.61			$ 8.48			$15.47			$14.19


Total Return^(b)		16.89	%^(c)		10.69	%		3.77	%		(35.16	)%		12.95	%		18.40	%

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.58	%^(c)		1.20	%		1.16	%		.95	%		.95	%		.95	%

Expenses, including expense reductions, management fee waived and expenses reimbursed		.58	%^(c)		1.20	%		1.16	%		.95	%		.95	%		.95	%

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.58	%^(c)		1.20	%		1.27	%		1.25	%		1.16	%		1.28	%

Net investment income		.26	%^(c)		.39	%		.87	%		1.24	%		1.30	%		1.26	%

Supplemental Data:
Net assets, end of period (000)		$33,147			$27,611			$27,444			$21,010			$28,538			$20,994

Portfolio turnover rate		10.94	%^(c)		29.34	%		103.30	%		126.70	%		109.22	%		42.16	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

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

^(c)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

LARGE CAP VALUE FUND


	Class B Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$ 9.31			$8.47			$8.30			$15.18			$13.96			$12.19


Investment operations:

Net investment income (loss)^(a)		–	^(b)		(.02	)		.02			.07			.09			.08

Net realized and unrealized gain (loss)		1.53			.86			.22			(4.83	)		1.56			2.03


Total from investment operations		1.53			.84			.24			(4.76	)		1.65			2.11


Distributions to shareholders from:

Net investment income		–			–	^(b)		(.07	)		(.11	)		(.11	)		(.04	)

Net realized gain		–			–			–			(2.01	)		(.32	)		(.30	)


Total distributions		–			–	^(b)		(.07	)		(2.12	)		(.43	)		(.34	)

Net asset value, end of period		$10.84			$9.31			$8.47			$ 8.30			$15.18			$13.96


Total Return^(c)		16.43	%^(d)		9.96	%		3.19	%		(35.60	)%		12.23	%		17.65	%

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.90	%^(d)		1.86	%		1.79	%		1.60	%		1.60	%		1.60	%

Expenses, including expense reductions, management fee waived and expenses reimbursed		.90	%^(d)		1.86	%		1.79	%		1.60	%		1.60	%		1.60	%

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.90	%^(d)		1.86	%		1.91	%		1.90	%		1.81	%		1.93	%

Net investment income (loss)		(.05	)%^(d)		(.27	)%		.30	%		.59	%		.65	%		.60	%

Supplemental Data:
Net assets, end of period (000)		$2,545			$2,419			$2,558			$2,549			$4,005			$3,109

Portfolio turnover rate		10.94	%^(d)		29.34	%		103.30	%		126.70	%		109.22	%		42.16	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Amount is less than $.01.

^(c)

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

^(d)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

LARGE CAP VALUE FUND


	Class C Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$ 9.31			$8.47			$8.30			$15.19			$13.95			$12.20


Investment operations:

Net investment income (loss)^(a)		–	^(b)		(.02	)		.02			.06			.09			.08

Net realized and unrealized gain (loss)		1.54			.87			.23			(4.83	)		1.57			2.02


Total from investment operations		1.54			.85			.25			(4.77	)		1.66			2.10


Distributions to shareholders from:

Net investment income		–			(.01	)		(.08	)		(.11	)		(.10	)		(.05	)

Net realized gain		–			–			–			(2.01	)		(.32	)		(.30	)


Total distributions		–			(.01	)		(.08	)		(2.12	)		(.42	)		(.35	)

Net asset value, end of period		$10.85			$9.31			$8.47			$ 8.30			$15.19			$13.95


Total Return^(c)		16.54	%^(d)		10.03	%		3.30	%		(35.64	)%		12.29	%		17.58	%

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.87	%^(d)		1.86	%		1.81	%		1.60	%		1.60	%		1.60	%

Expenses, including expense reductions, management fee waived and expenses reimbursed		.87	%^(d)		1.86	%		1.81	%		1.60	%		1.60	%		1.60	%

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.87	%^(d)		1.86	%		1.91	%		1.90	%		1.81	%		1.93	%

Net investment income (loss)		(.02	)%^(d)		(.26	)%		.22	%		.58	%		.65	%		.61	%

Supplemental Data:
Net assets, end of period (000)		$6,861			$5,499			$5,654			$4,266			$6,643			$4,753

Portfolio turnover rate		10.94	%^(d)		29.34	%		103.30	%		126.70	%		109.22	%		42.16	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Amount is less than $.01.

^(c)

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

^(d)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

LARGE CAP VALUE FUND


	Class F Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31									9/28/2007^(a) to 10/31/2007
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			9/28/2007^(a) to 10/31/2007
Per Share Operating Performance
Net asset value, beginning of period		$ 9.44			$8.58			$8.47			$15.47			$15.32


Investment operations:

Net investment income^(b)		.04			.05			.05			.17			.02

Net realized and unrealized gain (loss)		1.56			.89			.23			(4.91	)		.13


Total from investment operations		1.60			.94			.28			(4.74	)		.15


Distributions to shareholders from:

Net investment income		(.07	)		(.08	)		(.17	)		(.25	)		–

Net realized gain		–			–			–			(2.01	)		–


Total distributions		(.07	)		(.08	)		(.17	)		(2.26	)		–

Net asset value, end of period		$10.97			$9.44			$8.58			$ 8.47			$15.47


Total Return^(c)		17.06	%^(d)		10.98	%		4.00	%		(35.00	)%		.98	%^(d)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.46	%^(d)		.94	%		1.03	%		.68	%		.06	%^(d)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.46	%^(d)		.94	%		1.03	%		.68	%		.06	%^(d)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.46	%^(d)		.94	%		1.05	%		.98	%		.07	%^(d)

Net investment income		.38	%^(d)		.60	%		.62	%		1.64	%		.12	%^(d)

Supplemental Data:
Net assets, end of period (000)		$1,169			$592			$202			$27			$10

Portfolio turnover rate		10.94	%^(d)		29.34	%		103.30	%		126.70	%		109.22	%

^(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.

Financial Highlights (continued)

LARGE CAP VALUE FUND


	Class I Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$ 9.53			$8.66			$8.54			$15.58			$14.27			$12.44


Investment operations:

Net investment income^(a)		.05			.07			.10			.18			.24			.21

Net realized and unrealized gain		1.57			.89			.19			(4.96	)		1.60			2.07


Total from investment operations		1.62			.96			.29			(4.78	)		1.84			2.28


Distributions to shareholders from:

Net investment income		(.08	)		(.09	)		(.17	)		(.25	)		(.21	)		(.15	)

Net realized gain		–			–			–			(2.01	)		(.32	)		(.30	)


Total distributions		(.08	)		(.09	)		(.17	)		(2.26	)		(.53	)		(.45	)

Net asset value, end of period		$11.07			$9.53			$8.66			$ 8.54			$15.58			$14.27


Total Return^(b)		17.10	%^(c)		11.08	%		4.16	%		(34.99	)%		13.40	%		18.83	%

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.41	%^(c)		.85	%		.79	%		.60	%		.60	%		.60	%

Expenses, including expense reductions, management fee waived and expenses reimbursed		.41	%^(c)		.85	%		.79	%		.60	%		.60	%		.60	%

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.41	%^(c)		.85	%		.92	%		.90	%		.81	%		.93	%

Net investment income		.44	%^(c)		.73	%		1.35	%		1.62	%		1.67	%		1.61	%

Supplemental Data:
Net assets, end of period (000)		$11,177			$9,538			$11,207			$17,199			$22,423			$30,156

Portfolio turnover rate		10.94	%^(c)		29.34	%		103.30	%		126.70	%		109.22	%		42.16	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

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

^(c)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

LARGE CAP VALUE FUND


	Class P Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$ 9.50			$8.64			$8.50			$15.49			$14.19			$12.38


Investment operations:

Net investment income^(a)		.02			.03			.07			.13			.18			.15

Net realized and unrealized gain (loss)		1.57			.88			.20			(4.92	)		1.59			2.05


Total from investment operations		1.59			.91			.27			(4.79	)		1.77			2.20


Distributions to shareholders from:

Net investment income		(.03	)		(.05	)		(.13	)		(.19	)		(.15	)		(.10	)

Net realized gain		–			–			–			(2.01	)		(.32	)		(.29	)


Total distributions		(.03	)		(.05	)		(.13	)		(2.20	)		(.47	)		(.39	)

Net asset value, end of period		$11.06			$9.50			$8.64			$ 8.50			$15.49			$14.19


Total Return^(b)		16.84	%^(c)		10.55	%		3.67	%		(35.20	)%		12.92	%		18.23	%

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.63	%^(c)		1.29	%		1.23	%		1.03	%		1.04	%		1.05	%

Expenses, including expense reductions, management fee waived and expenses reimbursed		.63	%^(c)		1.29	%		1.23	%		1.03	%		1.04	%		1.05	%

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.63	%^(c)		1.29	%		1.34	%		1.34	%		1.26	%		1.38	%

Net investment income		.22	%^(c)		.30	%		.90	%		1.16	%		1.21	%		1.17	%

Supplemental Data:
Net assets, end of period (000)		$15			$13			$11			$11			$17			$15

Portfolio turnover rate		10.94	%^(c)		29.34	%		103.30	%		126.70	%		109.22	%		42.16	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

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

^(c)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

LARGE CAP VALUE FUND


	Class R2 Shares
	Six Months Ended 4/30/2011 (unaudited)			3/23/2010^(a) to 10/31/2010
Per Share Operating Performance
Net asset value, beginning of period		$ 9.49			$9.73


Investment operations:

Net investment income^(b)		.05			.04

Net realized and unrealized gain (loss)		1.57			(.28	)


Total from investment operations		1.62			(.24	)


Distributions to shareholders from:

Net investment income		(.03	)		–

Net asset value, end of period		$11.08	��		$9.49


Total Return^(c)		17.16	%^(d)		(2.47	)%^(d)

Ratios to Average Net Assets:

Expenses, including expense reductions		.39	%^(d)		.82	%^(e)

Expenses, excluding expense reductions		.39	%^(d)		.82	%^(e)

Net investment income		.45	%^(d)		.71	%^(e)

Supplemental Data:
Net assets, end of period (000)		$11			$10

Portfolio turnover rate		10.94	%^(d)		29.34	%

^(a)

Commencement of operations was 3/23/2010, SEC effective date was 9/14/2007.

^(b)

Calculated using average shares outstanding during the period.

^(c)

Total return assumes the reinvestment of all distributions.

^(d)

Not annualized.

^(e)

Annualized.

See Notes to Financial Statements.

Financial Highlights (concluded)

LARGE CAP VALUE FUND


	Class R3 Shares
	Six Months Ended 4/30/2011 (unaudited)			3/23/2010^(a) to 10/31/2010
Per Share Operating Performance
Net asset value, beginning of period		$ 9.47			$9.73


Investment operations:

Net investment income^(b)		.02			.01

Net realized and unrealized gain (loss)		1.56			(.27	)


Total from investment operations		1.58			(.26	)


Distributions to shareholders from:

Net investment income		(.06	)		–

Net asset value, end of period		$10.99			$9.47


Total Return^(c)		16.75	%^(d)		(2.67	)%^(d)

Ratios to Average Net Assets:

Expenses, including expense reductions		.65	%^(d)		1.33	%^(e)

Expenses, excluding expense reductions		.65	%^(d)		1.33	%^(e)

Net investment income		.18	%^(d)		.19	%^(e)

Supplemental Data:
Net assets, end of period (000)		$204			$98

Portfolio turnover rate		10.94	%^(d)		29.34	%

^(a)

Commencement of operations was 3/23/2010, SEC effective date was 9/14/2007.

^(b)

Calculated using average shares outstanding during the period.

^(c)

Total return assumes the reinvestment of all distributions.

^(d)

Not annualized.

^(e)

Annualized.

See Notes to Financial Statements.

Financial Highlights

VALUE OPPORTUNITIES FUND


	Class A Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31												12/20/2005^(a)to 10/31/2006
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			12/20/2005^(a)to 10/31/2006
Per Share Operating Performance
Net asset value, beginning of period		$14.45			$11.65			$ 9.91			$14.31			$12.43			$10.00


Investment operations:

Net investment income (loss)^(b)		(.02	)		(.03	)		(.04	)		.04			.03			.01

Net realized and unrealized gain (loss)		2.85			2.83			1.80			(3.92	)		2.23			2.42


Total from investment operations		2.83			2.80			1.76			(3.88	)		2.26			2.43


Distributions to shareholders from:

Net investment income		–			–			(.02	)		(.01	)		–	^(c)		–

Net realized gain		(.07	)		–			–			(.51	)		(.38	)		–


Total distributions		(.07	)		–			(.02	)		(.52	)		(.38	)		–

Net asset value, end of period		$17.21			$14.45			$11.65			$ 9.91			$14.31			$12.43


Total Return^(d)		19.71	%^(e)		24.03	%		17.81	%		(28.01	)%		18.70	%		24.30	%^(e)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.63	%^(e)		1.34	%		1.35	%		1.34	%		1.30	%		1.11	%^(e)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.63	%^(e)		1.34	%		1.35	%		1.33	%		1.30	%		1.11	%^(e)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.63	%^(e)		1.34	%		1.46	%		1.44	%		1.45	%		1.73	%^(f)

Net investment income (loss)		(.14	)%^(e)		(.19	)%		(.34	)%		.33	%		.19	%		.14	%^(f)

Supplemental Data:
Net assets, end of period (000)		$941,568			$582,806			$250,435			$117,992			$145,765			$59,245

Portfolio turnover rate		23.59	%^(e)		69.83	%		77.87	%		83.92	%		100.58	%		296.82	%

^(a)

Commencement of operations and SEC effective date was 12/20/2005 and date shares first became available to the public was 1/3/2006.

^(b)

Calculated using average shares outstanding during the period.

^(c)

Amount is less than $.01.

^(d)

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

^(e)

Not annualized.

^(f)

Annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

VALUE OPPORTUNITIES FUND


	Class B Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31												12/20/2005^(a) to 10/31/2006
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			12/20/2005^(a) to 10/31/2006
Per Share Operating Performance
Net asset value, beginning of period		$14.03			$11.39			$ 9.74			$14.14			$12.37			$10.00


Investment operations:

Net investment loss^(b)		(.07	)		(.11	)		(.09	)		(.04	)		(.06	)		(.06	)

Net realized and unrealized gain (loss)		2.77			2.75			1.74			(3.85	)		2.21			2.43


Total from investment operations		2.70			2.64			1.65			(3.89	)		2.15			2.37


Distributions to shareholders from:

Net realized gain		(.07	)		–			–			(.51	)		(.38	)		–

Net asset value, end of period		$16.66			$14.03			$11.39			$ 9.74			$14.14			$12.37


Total Return^(c)		19.37	%^(d)		23.18	%		16.94	%		(28.40	)%		17.87	%		23.70	%^(d)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.95	%^(d)		1.99	%		2.00	%		1.99	%		1.94	%		1.67	%^(d)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.95	%^(d)		1.99	%		2.00	%		1.99	%		1.94	%		1.67	%^(d)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.95	%^(d)		1.99	%		2.12	%		2.09	%		2.09	%		2.30	%^(e)

Net investment loss		(.44	)%^(d)		(.85	)%		(.95	)%		(.32	)%		(.47	)%		(.53	)%^(e)

Supplemental Data:
Net assets, end of period (000)		$20,698			$19,110			$18,739			$14,239			$14,681			$5,440

Portfolio turnover rate		23.59	%^(d)		69.83	%		77.87	%		83.92	%		100.58	%		296.82	%

^(a)

��

Commencement of operations and SEC effective date was 12/20/2005 and date shares first became available to the public was 1/3/2006.

^(b)

Calculated using average shares outstanding during the period.

^(c)

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

^(d)

Not annualized.

^(e)

Annualized.

See Notes to Financial Statements.

Financial Highlights (continued)

VALUE OPPORTUNITIES FUND


	Class C Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31												12/20/2005^(a)to 10/31/2006
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			12/20/2005^(a)to 10/31/2006
Per Share Operating Performance
Net asset value, beginning of period		$14.03			$11.39			$ 9.74			$14.14			$12.37			$10.00


Investment operations:

Net investment loss^(b)		(.07	)		(.11	)		(.10	)		(.04	)		(.06	)		(.06	)

Net realized and unrealized gain (loss)		2.77			2.75			1.75			(3.85	)		2.21			2.43


Total from investment operations		2.70			2.64			1.65			(3.89	)		2.15			2.37


Distributions to shareholders from:

Net realized gain		(.07	)		–			–			(.51	)		(.38	)		–

Net asset value, end of period		$16.66			$14.03			$11.39			$ 9.74			$14.14			$12.37


Total Return^(c)		19.37	%^(d)		23.18	%		17.06	%		(28.47	)%		17.87	%		23.70	%^(d)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.95	%^(d)		1.99	%		2.00	%		1.99	%		1.94	%		1.67	%^(d)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.95	%^(d)		1.99	%		2.00	%		1.98	%		1.94	%		1.67	%^(d)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.95	%^(d)		1.99	%		2.11	%		2.09	%		2.10	%		2.29	%^(e)

Net investment loss		(.47	)%^(d)		(.83	)%		(.97	)%		(.33	)%		(.48	)%		(.53	)%^(e)

Supplemental Data:
Net assets, end of period (000)		$270,099			$147,193			$79,527			$48,837			$59,609			$14,850

Portfolio turnover rate		23.59	%^(d)		69.83	%		77.87	%		83.92	%		100.58	%		296.82	%

^(a)

Commencement of operations and SEC effective date was 12/20/2005 and date shares first became available to the public was 1/3/2006.

^(b)

Calculated using average shares outstanding during the period.

^(c)

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

^(d)

Not annualized.

^(e)

Annualized.

See Notes to Financial Statements.

100

Financial Highlights (continued)

VALUE OPPORTUNITIES FUND


	Class F Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31									9/28/2007^(a) to 10/31/2007
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			9/28/2007^(a) to 10/31/2007
Per Share Operating Performance
Net asset value, beginning of period		$14.45			$11.62			$ 9.91			$14.31			$14.21


Investment operations:

Net investment income (loss)^(b)		(.01	)		.01			(.02	)		.06			–	^(c)

Net realized and unrealized gain (loss)		2.87			2.82			1.78			(3.91	)		.10


Total from investment operations		2.86			2.83			1.76			(3.85	)		.10


Distributions to shareholders from:

Net investment income		–			–			(.05	)		(.04	)		–

Net realized gain		(.07	)		–			–			(.51	)		–


Total distributions		(.07	)		–			(.05	)		(.55	)		–

Net asset value, end of period		$17.24			$14.45			$11.62			$ 9.91			$14.31


Total Return^(d)		19.92	%^(e)		24.25	%		18.12	%		(27.81	)%		.70	%^(e)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.50	%^(e)		1.10	%		1.09	%		1.09	%		.10	%^(e)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.50	%^(e)		1.10	%		1.09	%		1.09	%		.10	%^(e)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.50	%^(e)		1.10	%		1.20	%		1.21	%		.14	%^(e)

Net investment income (loss)		(.04	)%^(e)		.07	%		(.19	)%		.50	%		.00	%^(e)(f)

Supplemental Data:
Net assets, end of period (000)		$411,110			$168,415			$51,757			$4,157			$10

Portfolio turnover rate		23.59	%^(e)		69.83	%		77.87	%		83.92	%		100.58	%

^(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.

^(f)

Amount is less than .01%.

See Notes to Financial Statements.

101

Financial Highlights (continued)

VALUE OPPORTUNITIES FUND


	Class I Shares
	Six Months Ended 4/30/2011 (unaudited)			��	Year Ended 10/31												12/20/2005^(a) to 10/31/2006
	Six Months Ended 4/30/2011 (unaudited)				2010			2009			2008			2007			12/20/2005^(a) to 10/31/2006
Per Share Operating Performance
Net asset value, beginning of period		$14.57				$11.70			$ 9.98			$14.39			$12.47			$10.00


Investment operations:

Net investment income^(b)		.01				.02			–	^(c)		.08			.06			.05

Net realized and unrealized gain (loss)		2.87				2.85			1.78			(3.93	)		2.26			2.42


Total from investment operations		2.88				2.87			1.78			(3.85	)		2.32			2.47


Distributions to shareholders from:

Net investment income		–				–			(.06	)		(.05	)		(.02	)		–

Net realized gain		(.07	)			–			–			(.51	)		(.38	)		–


Total distributions		(.07	)			–			(.06	)		(.56	)		(.40	)		–

Net asset value, end of period		$17.38				$14.57			$11.70			$ 9.98			$14.39			$12.47


Total Return^(d)		19.89	%^(e)			24.42	%		18.27	%		(27.77	)%		19.11	%		24.70	%^(e)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.45	%^(e)			.99	%		1.00	%		.99	%		.94	%		.81	%^(e)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.45	%^(e)			.99	%		1.00	%		.98	%		.94	%		.81	%^(e)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.45	%^(e)			.99	%		1.12	%		1.08	%		1.15	%		1.53	%^(f)

Net investment income		.04	%^(e)			.16	%		.03	%		.67	%		.46	%		.53	%^(f)

Supplemental Data:
Net assets, end of period (000)		$284,351				$190,103			$121,462			$74,335			$55,045			$3,345

Portfolio turnover rate		23.59	%^(e)			69.83	%		77.87	%		83.92	%		100.58	%		296.82	%

^(a)

Commencement of operations and SEC effective date was 12/20/2005 and date shares first became available to the public was 1/3/2006.

^(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.

^(f)

Annualized.

See Notes to Financial Statements.

102

Financial Highlights (continued)

VALUE OPPORTUNITIES FUND


	Class P Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31												12/20/2005^(a)to 10/31/2006
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			12/20/2005^(a)to 10/31/2006
Per Share Operating Performance
Net asset value, beginning of period		$14.40			$11.62			$ 9.88			$14.28			$12.42			$10.00


Investment operations:

Net investment income (loss)^(b)		(.02	)		(.04	)		(.04	)		.03			–	^(c)		.02

Net realized and unrealized gain (loss)		2.83			2.82			1.78			(3.91	)		2.24			2.40


Total from investment operations		2.81			2.78			1.74			(3.88	)		2.24			2.42


Distributions to shareholders from:

Net investment income		–			–			–			(.01	)		–			–

Net realized gain		(.07	)		–			–			(.51	)		(.38	)		–


Total distributions		(.07	)		–			–			(.52	)		(.38	)		–

Net asset value, end of period		$17.14			$14.40			$11.62			$ 9.88			$14.28			$12.42


Total Return^(d)		19.64	%^(e)		23.92	%		17.61	%		(28.04	)%		18.54	%		24.20	%^(e)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.68	%^(e)		1.44	%		1.45	%		1.44	%		1.39	%		1.20	%^(e)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.68	%^(e)		1.44	%		1.45	%		1.43	%		1.39	%		1.20	%^(e)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.68	%^(e)		1.44	%		1.57	%		1.53	%		1.57	%		3.09	%^(f)

Net investment income (loss)		(.15	)%^(e)		(.29	)%		(.39	)%		.23	%		.01	%		.27	%^(f)

Supplemental Data:
Net assets, end of period (000)		$4,025			$4,344			$3,445			$2,905			$4,795			$12

Portfolio turnover rate		23.59	%^(e)		69.83	%		77.87	%		83.92	%		100.58	%		296.82	%

^(a)

Commencement of operations and SEC effective date was 12/20/2005 and date shares first became available to the public was 1/3/2006.

^(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.

^(f)

Annualized.

See Notes to Financial Statements.

103

Financial Highlights (continued)

VALUE OPPORTUNITIES FUND


	Class R2 Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31									9/28/2007^(a) to 10/31/2007
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			9/28/2007^(a) to 10/31/2007
Per Share Operating Performance
Net asset value, beginning of period		$14.34			$11.59			$ 9.87			$14.30			$14.21


Investment operations:

Net investment income (loss)^(b)		(.05	)		(.06	)		(.09	)		.01			–	^(c)

Net realized and unrealized gain (loss)		2.84			2.81			1.81			(3.90	)		.09


Total from investment operations		2.79			2.75			1.72			(3.89	)		.09


Distributions to shareholders from:

Net investment income		–			–			–			(.03	)		–

Net realized gain		(.07	)		–			–			(.51	)		–


Total distributions		(.07	)		–			–			(.54	)		–

Net asset value, end of period		$17.06			$14.34			$11.59			$ 9.87			$14.30


Total Return^(d)		19.58	%^(e)		23.62	%		17.53	%		(28.14	)%		.63	%^(e)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.75	%^(e)		1.60	%		1.59	%		1.58	%		.12	%^(e)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.75	%^(e)		1.60	%		1.59	%		1.58	%		.12	%^(e)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.75	%^(e)		1.60	%		1.68	%		1.66	%		.16	%^(e)

Net investment income (loss)		(.29	)%^(e)		(.42	)%		(.83	)%		.11	%		(.02	)%^(e)

Supplemental Data:
Net assets, end of period (000)		$6,644			$2,538			$1,466			$33			$10

Portfolio turnover rate		23.59	%^(e)		69.83	%		77.87	%		83.92	%		100.58	%

^(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.

104

Financial Highlights (concluded)

VALUE OPPORTUNITIES FUND


	Class R3 Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31									9/28/2007^(a)to 10/31/2007
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			9/28/2007^(a)to 10/31/2007
Per Share Operating Performance
Net asset value, beginning of period		$14.34			$11.58			$ 9.87			$14.30			$14.21


Investment operations:

Net investment income (loss)^(b)		(.04	)		(.04	)		(.05	)		.02			–	^(c)

Net realized and unrealized gain (loss)		2.84			2.80			1.78			(3.90	)		.09


Total from investment operations		2.80			2.76			1.73			(3.88	)		.09


Distributions to shareholders from:

Net investment income		–			–			(.02	)		(.04	)		–

Net realized gain		(.07	)		–			–			(.51	)		–


Total distributions		(.07	)		–			(.02	)		(.55	)		–

Net asset value, end of period		$17.07			$14.34			$11.58			$ 9.87			$14.30


Total Return^(d)		19.65	%^(e)		23.73	%		17.69	%		(28.08	)%		.63	%^(e)

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.70	%^(e)		1.49	%		1.49	%		1.49	%		.12	%^(e)

Expenses, including expense reductions, management fee waived and expenses reimbursed		.70	%^(e)		1.49	%		1.49	%		1.48	%		.12	%^(e)

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.70	%^(e)		1.50	%		1.61	%		1.58	%		.16	%^(e)

Net investment income (loss)		(.23	)%^(e)		(.31	)%		(.50	)%		.19	%		(.02	)%^(e)

Supplemental Data:
Net assets, end of period (000)		$47,813			$20,456			$4,227			$1,814			$10

Portfolio turnover rate		23.59	%^(e)		69.83	%		77.87	%		83.92	%		100.58	%

^(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.

105

Notes to Financial Statements (unaudited)

1. ORGANIZATION

Lord Abbett Securities Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company and was organized as a Delaware statutory trust on February 26, 1993.

The Trust currently consists of ten funds. This report covers the following seven funds (separately, a “Fund” and collectively, the “Funds”) and their respective classes:


Funds	Classes
Lord Abbett Alpha Strategy Fund (“Alpha Strategy Fund”)		A, B, C, F, I, P, R2 and R3
Lord Abbett Fundamental Equity Fund (“Fundamental Equity Fund” )		A, B, C, F, I, P, R2 and R3
Lord Abbett International Core Equity Fund (“International Core Equity Fund”)		A, B, C, F, I, P, R2 and R3
Lord Abbett International Dividend Income Fund (“International Dividend Income Fund”)		A, B, C, F, I, R2 and R3
Lord Abbett International Opportunities Fund (“International Opportunities Fund”)		A, B, C, F, I, P, R2 and R3
Lord Abbett Large-Cap Value Fund (“Large Cap Value Fund”)		A, B, C, F, I, P, R2 and R3
Lord Abbett Value Opportunities Fund (“Value Opportunities Fund”)		A, B, C, F, I, P, R2 and R3

As of the date of this report, Alpha Strategy Fund has not issued Class P shares and International Dividend Income Fund has not issued Class B shares. The Funds’ Class P shares are closed to substantially all investors, with certain exceptions as set forth in the Funds’ prospectus. The Funds no longer issue Class B shares for purchase.

Each of Alpha Strategy Fund’s, International Core Equity Fund’s, International Opportunities Fund’s, and Value Opportunities Fund’s investment objective is to seek long-term capital appreciation. Alpha Strategy Fund invests in other funds (“Underlying Funds”) managed by Lord, Abbett & Co. LLC (“Lord Abbett”). Fundamental Equity Fund’s investment objective is to seek long-term growth of capital and income without excessive fluctuations in market value. Each of International Dividend Income Fund’s and Large Cap Value Fund’s investment objective is to seek a high level of total return.

Each class of shares has 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^thday 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 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.

106

Notes to Financial Statements (unaudited)(continued)

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”). 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. 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. Forward foreign currency exchange contracts are valued using daily forward exchange rates. 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 Trustees. Investments in the Underlying Funds are valued at their NAV each business day at the close of regular trading on the NYSE, normally 4:00 p.m. Eastern time. Short-term securities with 60 days or less remaining to maturity are valued using the amortized cost method, which approximates current fair value.

(b)

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

(c)

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

(d)

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

Each Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Funds’ U.S. federal tax returns remains open for the fiscal years ended October 31, 2007 through October 31, 2010. The statutes of limitations on the Trust’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

(e)

Expenses–Expenses incurred by the Trust that do not specifically relate to an individual fund are generally allocated to the Funds within the Trust 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.

107

Notes to Financial Statements (unaudited)(continued)

(f)

Foreign Transactions–The books and records of each Fund are maintained in U.S. dollars and transactions denominated in foreign currencies are recorded in each Fund’s records at the rate prevailing when earned or recorded. Asset and liability accounts that are denominated in foreign currencies are adjusted daily to reflect current exchange rates and any unrealized gain (loss) is included in Net change in unrealized appreciation/depreciation on 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 (net of foreign capital gain tax) and foreign currency related transactions 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.

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

(g)

Forward Foreign Currency Exchange Contracts–International Core Equity Fund, International Dividend Income Fund and International Opportunities Fund may enter into forward foreign currency exchange contracts in order to reduce their exposure to changes in foreign currency exchange rates on their foreign portfolio holdings or gain or reduce exposure to foreign currency for investment purposes. A forward foreign currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated rate. The contracts are valued daily at forward 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 gain (loss) arising from the difference between the U.S. dollar cost of the original contract and the value of the foreign currency in U.S. dollars upon closing of such contracts is included in Net realized gain on investments (net of foreign capital gain tax) and foreign currency related transactions on each Fund’s Statement of Operations. As of April 30, 2011, each Fund had open forward foreign currency exchange contracts.

(h)

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

(i)

When-Issued or Forward Transactions–Each Fund and certain underlying funds of Alpha Strategy 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.

108

Notes to Financial Statements (unaudited)(continued)

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 each Fund’s custodian in order to pay for the commitment. At the time each Fund makes the commitment to purchase a security on a when-issued basis, it will record the transaction and reflect the liability for the purchase and fair value of the security in determining its NAV. Each 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.

(j)

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 April 30, 2011 in valuing each Fund’s investments carried at fair value:


	Alpha Strategy Fund								Fundamental Equity 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	$	–	$	–	$	–	$	–	$	4,378,864	$	–	$	–	$	4,378,864
Investments in Underlying Funds		1,090,686		–		–		1,090,686		–		–		–		–
Repurchase Agreement		–		567		–		567		–		235,534		–		235,534
Total	$	1,090,686	$	567	$	–	$	1,091,253	$	4,378,864	$	235,534	$	–	$	4,614,398

109

Notes to Financial Statements (unaudited)(continued)


	International Core Equity Fund										International Dividend Income 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	$	693,919	$	389,903		$	–	$	1,083,822		$	435,655	$	135,477		$	–	$	571,132
Preferred Stock		5,474		–			–		5,474			4,358		–			–		4,358
Repurchase Agreement		–		9,314			–		9,314			–		7,745			–		7,745
Total	$	699,393	$	399,217		$	–	$	1,098,610		$	440,013	$	143,222		$	–	$	583,235
Other Financial Instruments
Forward Foreign Currency Exchange Contracts
Assets	$	–	$	11,707		$	–	$	11,707		$	–	$	5,835		$	–	$	5,835
Liabilities		–		(5,038	)		–		(5,038	)		–		(2,473	)		–		(2,473	)
Total	$	–	$	6,669		$	–	$	6,669		$	–	$	3,362		$	–	$	3,362

	International Opportunities Fund										Large 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	$	266,920	$	159,300		$	–	$	426,220		$	54,148	$	–		$	–	$	54,148
Preferred Stock		5,496		–			–		5,496			–		–			–		–
Rights		181		–			–		181
Repurchase Agreement		–		14,930			–		14,930			–		1,090			–		1,090
Total	$	272,597	$	174,230		$	–	$	446,827		$	54,148	$	1,090		$	–	$	55,238
Other Financial Instruments
Forward Foreign Currency Exchange Contracts
Assets	$	–	$	3,764		$	–	$	3,764
Liabilities		–		(791	)		–		(791	)
Total	$	–	$	2,973		$	–	$	2,973

	Value Opportunities Fund
Investment Type*	Level 1 (000)		Level 2 (000)			Level 3 (000)		Total (000)
Common Stocks	$	1,880,372	$	–		$	–	$	1,880,372
Repurchase Agreement		–		91,166			–		91,166
Total	$	1,880,372	$	91,166		$	–	$	1,971,538

See Schedule of Investments for fair values in each industry.

As of October 31, 2010, International Core Equity Fund, International Dividend Income Fund and International Opportunities 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 1 inputs for substantially all foreign securities. As of April 30, 2011, each Fund utilized the last sale or official closing price on the exchange or system on which the foreign securities are principally traded. Accordingly, the valuations of foreign securities as of April 30, 2011 were categorized as Level 2 inputs. During the period ended April 30, 2011, all foreign securities held by each Fund that were classified as Level 1 as of October 31, 2010 that remain in the portfolio as of April 30, 2011 were transferred from Level 1 to Level 2. As of October 31, 2010, the value of foreign securities included in Level 1 for each Fund were approximately $955,285,000, $434,978,000 and $356,667,000, respectively.

(k)

Disclosures about Derivative Instruments and Hedging Activities–International Core Equity Fund, International Dividend Income Fund and International Opportunities Fund entered into forward foreign currency exchange contracts during the six months ended

110

Notes to Financial Statements (unaudited)(continued)

April 30, 2011 (as described in note 2(g)). A forward foreign currency exchange contract reduces each Fund’s exposure to changes in the value of the currency it will deliver (or settle in cash) and increases its exposure to changes in the value of the currency it will receive (or settle in cash) for the duration of the contract. Each Fund’s use of forward foreign currency exchange contracts involves the risk that Lord Abbett will not accurately predict currency movements, and each Fund’s returns could be reduced as a result. Forward foreign currency exchange contracts are subject to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedged positions, that the U.S. dollar will decline relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time. Each Fund’s risk of loss from counterparty credit risk is the unrealized appreciation/depreciation on forward foreign currency exchange contracts.

As of April 30, 2011, International Core Equity Fund, International Dividend Income Fund and International Opportunities Fund had the following forward foreign currency exchange contracts:


	Asset Derivatives⁽¹⁾		Liability Derivatives⁽²⁾
International Core Equity Fund	$	11,706,872	$	5,037,979
International Dividend Income Fund		5,834,601		2,473,075
International Opportunities Fund		3,764,490		791,759


	Net Realized Gain (Loss)⁽³⁾		Net Change in Unrealized Appreciation/ Depreciation⁽⁴⁾		Average Notional Amounts*⁽⁵⁾
International Core Equity Fund	$	307,535	$	4,644,833	$	186,483,741
International Dividend Income Fund		1,601,086		2,347,353		140,256,083
International Opportunities Fund		1,325,525		3,203,413		83,561,516

Calculated based on the notional amounts for the six months ended April 30, 2011.

⁽¹⁾

Statements of Assets & Liabilities location: Unrealized appreciation on forward foreign currency exchange contracts.

⁽²⁾

Statements of Assets & Liabilities location: Unrealized depreciation on forward foreign currency exchange contracts.

⁽³⁾

Statements of Operations location: Net realized gain on investments (net of foreign capital gains tax) and foreign currency related transactions.

⁽⁴⁾

Statements of Operations location: Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies.

⁽⁵⁾

Amount represents notional amounts in U.S. dollars.

3. MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Management Fee

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

111

Notes to Financial Statements (unaudited)(continued)

For the six month ended April 30, 2011, the effective management fee, net of waivers, was at the following annualized rate of each Fund’s average daily net assets:


	Effective Management Fee
Alpha Strategy Fund		.00%	⁽¹⁾
Fundamental Equity Fund		.52%	⁽²⁾
International Core Equity Fund		.47%	⁽³⁾
International Dividend Income Fund		.46%	⁽³⁾
International Opportunities Fund		.75%	⁽³⁾
Large Cap Value Fund		.40%	⁽⁴⁾
Value Opportunities Fund		.73%	⁽³⁾

⁽¹⁾

For the period November 1, 2010 through February 28, 2011, Lord Abbett contractually agreed to waive its .10% management fee. For the period from March 1, 2011 through February 29, 2012, Lord Abbett has contractually agreed to waive .05% of its management fee. This agreement may be terminated only upon the approval of the Fund’s Board of Trustees. Effective March 1, 2011, Lord Abbett voluntarily agreed to reimburse an additional .05% of its management fee. Lord Abbett may discontinue the voluntary reimbursement or change the level of its voluntary reimbursement at any time.

⁽²⁾

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


First $200 million			.75%
Next $300 million			.65%
Over $500 million			.50%

⁽³⁾

The management fee for International Core Equity Fund, International Dividend Income Fund, International Opportunities Fund and Value Opportunities Fund is based on the average daily net assets at the following annual rates:


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

⁽⁴⁾

The management fee for Large Cap Value Fund is based on the average daily net assets at the following annual rates:


First $2 billion			.40%
Next $3 billion			.375%
Over $5 billion			.35%

For the period November 1, 2010 through February 29, 2012, Lord Abbett contractually agreed to waive all or a portion of its management fee and, if necessary, reimburse other expenses, to the extent necessary so that the total net annual operating expenses for each class, excluding 12b-1 fees, do not exceed the following annual rates:


	Rate
International Core Equity Fund		.77%
International Dividend Income Fund		.77%
International Opportunities Fund		1.35%

All contractual management fee waiver and expense reimbursement agreements between the Funds and Lord Abbett may be terminated only upon the approval of the Funds’ Board of Trustees.

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. The Alpha Strategy Fund does not pay such a fee.

112

Notes to Financial Statements (unaudited)(continued)

Alpha Strategy Fund has entered into a Servicing Arrangement with the Underlying Funds in which it invests (Lord Abbett Developing Growth Fund, Inc.; Lord Abbett Blend Trust – Lord Abbett Small-Cap Blend Fund; Lord Abbett Research Fund, Inc. – Lord Abbett Small-Cap Value Fund; and Lord Abbett Securities Trust – Lord Abbett International Opportunities Fund, Lord Abbett Micro-Cap Growth Fund, Lord Abbett Micro-Cap Value Fund and Lord Abbett Value Opportunities Fund), pursuant to which each Underlying Fund will pay a portion of the expenses (excluding management fees and distribution and service fees) of Alpha Strategy Fund in proportion to the average daily value of total Underlying Fund shares owned by Alpha Strategy Fund. The expenses assumed by the Underlying Funds are reflected in Expenses assumed by Underlying Funds on Alpha Strategy Fund’s Statement of Operations and Receivables from affiliates on Alpha Strategy Fund’s Statement of Assets and Liabilities.

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

As of April 30, 2011, the percentages of Fundamental Equity Fund’s, International Core Equity Fund’s, International Dividend Income Fund’s, International Opportunities Fund’s and Value Opportunities Fund’s outstanding shares owned by each Fund of Funds were as follows:


Underlying Funds
Fund of Funds	Fundamental Equity Fund		International Core Equity Fund		International Dividend Income Fund		International Opportunities Fund		Value Opportunities Fund
Alpha Strategy Fund		–		–		–		49.15%		5.34%
Balanced Strategy Fund		–		6.90%		34.16%		–		–
Diversified Equity Strategy Fund		.45%		2.26%		–		3.81%		1.04%
Diversified Income Strategy Fund		–		–		3.32%		–		–
Global Allocation Fund		.29%		.96%		9.61%		3.25%		–
Growth & Income Strategy Fund		1.51%		8.19%		6.16%		8.13%		1.72%

113

Notes to Financial Statements (unaudited)(continued)

12b-1 Distribution Plan

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


Fees*	Class A⁽¹⁾		Class B⁽²⁾		Class C		Class F		Class P⁽³⁾		Class R2		Class R3
Service		.25%		.25%		.25%		–		.25%		.25%		.25%
Distribution		.10%		.75%		.75%		.10%		.20%		.35%		.25%

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

⁽¹⁾

Effective March 1, 2011, Class A 12b-1 fees for Alpha Strategy Fund were reduced to .25% (.25% service, .00% distribution) of the Fund’s average daily net assets.

⁽²⁾

International Dividend Income Fund has not issued Class B shares.

⁽³⁾

Fundamental Equity Fund, International Core Equity Fund, International Opportunities Fund, Large Cap Value Fund and Value Opportunities Fund only.

Class I shares do not have a distribution plan.

Commissions

Distributor received the following commissions on sales of shares of the Funds, after concessions were paid to authorized dealers, for the six months ended April 30, 2011:


	Distributor Commissions		Dealers’ Concessions
Alpha Strategy Fund	$	204,812	$	1,157,569
Fundamental Equity Fund		788,712		4,422,076
International Core Equity Fund		133,272		702,598
International Dividend Income Fund		259,178		1,372,881
International Opportunities Fund		17,062		93,610
Large Cap Value Fund		16,605		88,985
Value Opportunities Fund		378,044		2,154,210

Distributor received the following amount of CDSCs for the six months ended April 30, 2011:


	Class A		Class C
Alpha Strategy Fund	$	366	$	18,887
Fundamental Equity Fund		4,293		40,367
International Core Equity Fund		986		5,206
International Dividend Income Fund		–		2,763
International Opportunities Fund		945		1,614
Large Cap Value Fund		10,043		425
Value Opportunities Fund		4,099		19,134

Two Trustees and certain of the Trust’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 quarterly for International Dividend Income Fund and annually for Alpha Strategy Fund, Fundamental Equity Fund, International Core Equity Fund, International Opportunities Fund, Large Cap Value Fund, and Value Opportunities Fund. Taxable net realized gains from investment transactions, reduced by allowable capital loss carryforwards, if any, are declared and distributed to shareholders at least annually. The capital loss

114

Notes to Financial Statements (unaudited)(continued)

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

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


	Alpha Strategy Fund				Fundamental Equity Fund
	Six Months Ended 4/30/2011 (unaudited)		Year Ended 10/31/2010		Six Months Ended 4/30/2011 (unaudited)		Year Ended 10/31/2010
Distributions paid from:
Ordinary income	$	–	$	622,228	$	8,731,605	$	1,343,712
Total distributions paid	$	–	$	622,228	$	8,731,605	$	1,343,712

	International Core Equity Fund				International Dividend Income Fund
	Six Months Ended 4/30/2011 (unaudited)		Year Ended 10/31/2010		Six Months Ended 4/30/2011 (unaudited)		Year Ended 10/31/2010
Distributions paid from:
Ordinary income	$	11,340,221	$	5,933,629	$	7,244,855	$	16,214,628
Total distributions paid	$	11,340,221	$	5,933,629	$	7,244,855	$	16,214,628

	International Opportunities Fund				Large Cap Value Fund
	Six Months Ended 4/30/2011 (unaudited)		Year Ended 10/31/2010		Six Months Ended 4/30/2011 (unaudited)		Year Ended 10/31/2010
Distributions paid from:
Ordinary income	$	2,108,440	$	2,596,581	$	203,870	$	302,063
Total distributions paid	$	2,108,440	$	2,596,581	$	203,870	$	302,063

	Value Opportunities Fund
	Six Months Ended 4/30/2011 (unaudited)		Year Ended 10/31/2010
Distributions paid from:
Net long-term capital gains	$	6,027,534	$	–
Total distributions paid	$	6,027,534	$	–

115

Notes to Financial Statements (unaudited)(continued)

As of October 31, 2010, the capital loss carryforwards, along with the related expiration dates, were as follows:


	2016		2017		2018		Total
Alpha Strategy Fund	$	–	$	13,821,425	$	96,571	$	13,917,996
Fundamental Equity Fund		–		133,165,562		–		133,165,562
International Core Equity Fund		152,133,656		232,452,344		–		384,586,000
International Dividend Income Fund		11,079,948		13,669,537		–		24,749,485
International Opportunities Fund		43,435,548		69,019,510		–		112,455,058
Large Cap Value Fund		3,164,189		13,948,402		–		17,112,591

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


	Alpha Strategy Fund			Fundamental Equity Fund			International Core Equity Fund
Tax cost	$	855,104,395		$	3,706,832,729		$	879,492,515
Gross unrealized gain		236,148,641			925,787,572			227,289,884
Gross unrealized loss		–			(18,221,906	)		(8,172,215	)
Net unrealized security gain	$	236,148,641		$	907,565,666		$	219,117,669

	International Dividend Income Fund			International Opportunities Fund			Large Cap Value Fund
Tax cost	$	506,641,160		$	362,682,851		$	43,740,232
Gross unrealized gain		78,062,405			90,339,346			11,736,172
Gross unrealized loss		(1,468,674	)		(6,194,951	)		(238,764	)
Net unrealized security gain	$	76,593,731		$	84,144,395		$	11,497,408

	Value Opportunities Fund
Tax cost	$	1,605,953,804
Gross unrealized gain		368,593,387
Gross unrealized loss		(3,009,689	)
Net unrealized security gain	$	365,583,698

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

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

5. PORTFOLIO SECURITIES TRANSACTIONS

Purchases and sales of investment securities (excluding short-term investments) for the six months ended April 30, 2011 were as follows:


	Purchases		Sales
Alpha Strategy Fund	$	89,677,418	$	7,187,836
Fundamental Equity Fund		1,566,856,949		875,137,212

116

Notes to Financial Statements (unaudited)(continued)


	Purchases		Sales
International Core Equity Fund	$	409,805,849	$	394,593,788
International Dividend Income Fund		348,016,073		265,316,169
International Opportunities Fund		219,427,581		190,297,156
Large Cap Value Fund		7,080,609		5,426,546
Value Opportunities Fund		895,844,824		338,991,475

There were no purchases or sales of U.S. Government securities for the six months ended April 30, 2011.

6. TRUSTEES’ REMUNERATION

The Trust’s officers and the two Trustees who are associated with Lord Abbett do not receive any compensation from the Trust for serving in such capacities. Outside Trustees’ 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 Trustees under which outside Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of Trustees’ 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 Trustees’ fees on the Statements of Operations and in Trustees’ 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 Trust has entered into an arrangement with each Fund’s 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. The annual fee to maintain the Facility (of which each participating fund pays its pro rata share based on the net assets of each participating fund) is .15% of the amount available under the Facility. This amount is included in Other expenses on the Funds’ Statements of Operations. In connection with the annual renewal period that commenced December 4, 2009, the Funds paid an upfront commitment fee of .05%, which was amortized through Other expenses on the Statements of Operations over the annual period of the Facility.

On November 22, 2010, the Funds and certain other funds managed by Lord Abbett entered into a short term extension of the Facility through February 2, 2011. On February 3, 2011, the Facility was renewed for an annual period by the Funds and certain other funds managed by Lord Abbett. The amount available under the Facility remained the same. The annual fee to maintain the Facility was reduced from .15% to .125% and the upfront commitment fee of .05% was removed. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. As of April 30, 2011, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the six months ended April 30, 2011.

117

Notes to Financial Statements (unaudited)(continued)

9. CUSTODIAN AND ACCOUNTING AGENT

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

10. TRANSACTIONS WITH AFFILIATED ISSUERS

An affiliated issuer is one in which a Fund has ownership of at least 5% of the outstanding voting securities of the underlying issuer at any point during the fiscal year or any company which is under common ownership or control. The Alpha Strategy Fund had the following transactions with affiliated issuers (i.e., the Underlying Funds) during the six months ended April 30, 2011:


Affiliated Issuer	Balance of Shares Held at 10/31/2010		Gross Additions		Gross Sales		Balance of Shares Held at 4/30/2011		Value at 4/30/2011		Net Realized Gain 11/1/2010 to 4/30/2011			Dividend Income 11/1/2010 to 4/30/2011
Lord Abbett Developing Growth Fund, Inc. – Class I		8,321,160		186,250		93,958		8,413,452	$	220,600,720	$	764,638		$	–
Lord Abbett Securities Trust – International Opportunities Fund – Class I		13,081,961		2,034,225		236,626		14,879,560		220,961,465		412,806			1,258,773
Lord Abbett Securities Trust – Micro-Cap Growth Fund – Class I		5,314,492		312,992		–		5,627,484		111,086,532		–			–
Lord Abbett Securities Trust – Micro-Cap Value Fund – Class I		3,252,429		529,371		–		3,781,800		106,306,398		–			–
Lord Abbett Blend Trust – Small-Cap Blend Fund – Class I		5,532,997		510,028		–		6,043,025		109,439,185		–			–
Lord Abbett Research Fund, Inc. – Small-Cap Value Fund – Class I		5,330,980		531,223		49,911		5,812,292		214,880,446		987,634			474,600
Lord Abbett Securities Trust – Value Opportunities Fund – Class I		5,357,688		822,488		–		6,180,176		107,411,454		405,375	^(a)		–
									$	1,090,686,200	$	2,570,453		$	1,733,373

^(a)

Amount represents distributed capital gains.

11. INVESTMENT RISKS

Each 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 markets in general and to the changing prospects of individual companies in which the Funds invest.

Large company value stocks, in which each of the Fundamental Equity Fund and Large Cap Value Fund invest, may perform differently than the market as a whole and other types of stocks, such as small company stocks and growth stocks. Small and mid-sized company stocks, in which Value Opportunities Fund invests, may also perform differently than the market as a whole and other types of stocks, such as large-company and growth 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 a particular value stock for a long time. The small and mid-sized company stocks in which Value Opportunities Fund invests may be less able to weather economic shifts or other adverse developments than those of larger, more established companies.

118

Notes to Financial Statements (unaudited)(continued)

In addition, 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.

In addition, although Fundamental Equity Fund invests a significant portion of its assets in large-cap company stocks, it also invests in mid-cap and small-cap company stocks which may be more volatile and less liquid than large-cap stocks.

International Core Equity Fund is subject to the risks of investing in foreign securities, the securities of large foreign companies, and derivatives. Foreign securities may pose greater risks than domestic securities, including greater price fluctuations and higher transaction costs. Foreign investments also may be affected by changes in currency rates or currency controls.

International Dividend Income Fund is also subject to the risks of investing in foreign securities, dividend yielding stocks, and derivatives. Foreign securities may pose greater risks than domestic securities, including price fluctuations and higher transaction costs. These risks are generally greater for securities issued by companies in emerging market companies. Dividend paying stocks may be sensitive to changes in market interest rates, and the prices of such stocks may decline as rates rise. The International Dividend Income Fund may be subject to the volatility of stocks that have high dividends per share due to recent decreases in their share prices. The International Dividend Income Fund may invest a significant portion of its assets in small and mid-sized companies that may be less able to weather economic shifts or other adverse developments than larger, more established companies.

International Opportunities Fund is also subject to the risks of investing in foreign securities, the securities of small-cap companies, and derivatives. Foreign securities may pose greater risks than domestic securities, including greater price fluctuations and higher transaction costs. Foreign investments also may be affected by changes in currency rates or currency controls. Investing in small-cap companies generally involves greater risks than investing in the stocks of large-cap companies, including more volatility and less liquidity.

Alpha Strategy Fund’s investments are concentrated in the Underlying Funds and, as a result, the Fund’s performance is directly related to their performance and subject to their risks, including those associated with foreign investments and small-cap companies.

Due to their investments in multinational and foreign companies, Fundamental Equity Fund, Large Cap Value Fund, Value Opportunities Fund, and Alpha Strategy Fund may experience increased market, liquidity, currency, political, information and other risks.

Each Fund is subject to the risks associated with derivatives, which may be different from and greater than the risks associated with investing directly in securities and other investments.

These factors can affect each Fund’s performance.

119

Notes to Financial Statements (unaudited)(continued)

12. SUMMARY OF CAPITAL TRANSACTIONS

Transactions in shares of beneficial interest were as follows:


Alpha Strategy Fund	Six Months Ended April 30, 2011 (unaudited)						Year Ended October 31, 2010
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		4,184,438		$	101,787,364			7,400,634		$	145,968,287
Converted from Class B*		61,117			1,510,268			151,473			2,936,219
Reinvestment of distributions		–			–			19,837			378,496
Shares reacquired		(2,939,801	)		(70,785,485	)		(6,339,701	)		(122,439,579	)
Increase		1,305,754		$	32,512,147			1,232,243		$	26,843,423

Class B Shares
Shares sold		39,403		$	898,145			217,187		$	3,975,980
Shares reacquired		(139,535	)		(3,217,562	)		(356,521	)		(6,660,952	)
Converted to Class A*		(64,694	)		(1,510,268	)		(159,505	)		(2,936,219	)
Decrease		(164,826	)	$	(3,829,685	)		(298,839	)	$	(5,621,191	)

Class C Shares
Shares sold		1,800,293		$	41,128,615			3,139,551		$	58,353,354
Shares reacquired		(973,620	)		(22,168,273	)		(2,292,785	)		(42,225,950	)
Increase		826,673		$	18,960,342			846,766		$	16,127,404

Class F Shares
Shares sold		2,533,059		$	61,003,609			5,277,445		$	102,635,788
Reinvestment of distributions		–			–			1,801			34,257
Shares reacquired		(1,066,600	)		(26,576,683	)		(1,515,972	)		(29,880,722	)
Increase		1,466,459		$	34,426,926			3,763,274		$	72,789,323

Class I Shares
Shares sold		382,304		$	9,686,975			577,711		$	10,997,241
Reinvestment of distributions		–			–			3,737			71,480
Shares reacquired		(424,356	)		(10,840,606	)		(108,811	)		(2,169,710	)
Increase (decrease)		(42,052	)	$	(1,153,631	)		472,637		$	8,899,011

Class R2 Shares
Shares sold		42,131		$	986,396			112,908		$	2,193,904
Shares reacquired		(48,287	)		(1,215,497	)		(38,636	)		(753,522	)
Increase (decrease)		(6,156	)	$	(229,101	)		74,272		$	1,440,382

Class R3 Shares
Shares sold		363,784		$	8,762,102			975,084		$	19,112,064
Reinvestment of distributions		–			–			176			3,337
Shares reacquired		(311,356	)		(7,631,902	)		(328,687	)		(6,410,660	)
Increase		52,428		$	1,130,200			646,573		$	12,704,741

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.

120

Notes to Financial Statements (unaudited)(continued)


Fundamental Equity Fund	Six Months Ended April 30, 2011 (unaudited)						Year Ended October 31, 2010
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		41,823,803		$	555,786,785			34,959,824		$	390,476,248
Converted from Class B*		509,399			6,807,406			1,255,441			13,967,919
Reinvestment of distributions		431,575			5,178,866			59,842			632,526
Shares reacquired		(21,767,973	)		(282,517,512	)		(46,537,038	)		(513,825,313	)
Increase (decrease)		20,996,804		$	285,255,545			(10,261,931	)	$	(108,748,620	)

Class B Shares
Shares sold		294,418		$	3,695,373			1,078,163		$	11,380,944
Shares reacquired		(1,427,864	)		(17,986,534	)		(3,409,284	)		(36,376,875	)
Converted to Class A*		(533,635	)		(6,807,406	)		(1,311,790	)		(13,967,919	)
Decrease		(1,667,081	)	$	(21,098,567	)		(3,642,911	)	$	(38,963,850	)

Class C Shares
Shares sold		16,354,416		$	206,838,727			12,927,392		$	137,645,640
Shares reacquired		(4,371,769	)		(54,810,216	)		(10,367,812	)		(109,477,856	)
Increase		11,982,647		$	152,028,511			2,559,580		$	28,167,784

Class F Shares
Shares sold		27,628,480		$	360,688,836			20,345,349		$	224,042,797
Reinvestment of distributions		113,052			1,349,837			8,302			87,339
Shares reacquired		(6,041,036	)		(78,194,691	)		(3,980,520	)		(44,208,603	)
Increase		21,700,496		$	283,843,982			16,373,131		$	179,921,533

Class I Shares
Shares sold		6,508,065		$	87,274,350			4,896,216		$	52,456,024
Reinvestment of distributions		85,242			1,026,317			42,088			446,140
Shares reacquired		(2,205,721	)		(29,733,858	)		(1,204,891	)		(13,383,209	)
Increase		4,387,586		$	58,566,809			3,733,413		$	39,518,955

Class P Shares
Shares sold		363,991		$	4,750,268			580,910		$	6,363,623
Reinvestment of distributions		5,137			60,973			–			–
Shares reacquired		(456,102	)		(5,995,297	)		(951,044	)		(10,472,990	)
Decrease		(86,974	)	$	(1,184,056	)		(370,134	)	$	(4,109,367	)

Class R2 Shares
Shares sold		1,006,503		$	13,151,747			288,081		$	3,190,125
Reinvestment of distributions		327			3,877			–			–
Shares reacquired		(201,691	)		(2,700,519	)		(30,019	)		(334,538	)
Increase		805,139		$	10,455,105			258,062		$	2,855,587

121

Notes to Financial Statements (unaudited)(continued)


Fundamental Equity Fund	Six Months Ended April 30, 2011 (unaudited)						Year Ended October 31, 2010
Class R3 Shares	Shares			Amount			Shares			Amount
Shares sold		5,526,034		$	72,820,861			5,326,961		$	59,183,895
Reinvestment of distributions		12,471			148,520			114			1,200
Shares reacquired		(2,160,213	)		(28,848,204	)		(2,455,129	)		(27,587,170	)
Increase		3,378,292		$	44,121,177			2,871,946		$	31,597,925


International Core Equity Fund	Six Months Ended April 30, 2011 (unaudited)						Year Ended October 31, 2010
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		3,067,227		$	38,188,626			8,651,626		$	97,928,521
Converted from Class B*		62,355			779,698			198,674			2,225,987
Reinvestment of distributions		461,742			5,503,961			336,743			3,822,033
Shares reacquired		(6,194,611	)		(77,092,575	)		(15,757,145	)		(175,882,091	)
Decrease		(2,603,287	)	$	(32,620,290	)		(6,570,102	)	$	(71,905,550	)

Class B Shares
Shares sold		56,659		$	693,462			462,517		$	5,225,824
Reinvestment of distributions		12,172			143,388			5,198			58,333
Shares reacquired		(429,670	)		(5,267,064	)		(918,272	)		(10,079,395	)
Converted to Class A*		(63,193	)		(779,698	)		(201,555	)		(2,225,987	)
Decrease		(424,032	)	$	(5,209,912	)		(652,112	)	$	(7,021,225	)

Class C Shares
Shares sold		393,866		$	4,843,216			1,313,964		$	14,721,059
Reinvestment of distributions		25,820			304,674			10,481			117,809
Shares reacquired		(1,204,931	)		(14,792,313	)		(3,216,799	)		(35,491,068	)
Decrease		(785,245	)	$	(9,644,423	)		(1,892,354	)	$	(20,652,200	)

Class F Shares
Shares sold		2,509,139		$	31,174,575			2,368,795		$	26,243,314
Reinvestment of distributions		33,906			401,454			2,217			25,001
Shares reacquired		(638,654	)		(7,966,497	)		(599,060	)		(6,568,988	)
Increase		1,904,391		$	23,609,532			1,771,952		$	19,699,327

Class I Shares
Shares sold		5,353,905		$	65,248,455			9,476,441		$	98,771,323
Reinvestment of distributions		364,403			4,361,901			145,794			1,662,058
Shares reacquired		(1,201,537	)		(15,225,276	)		(2,598,419	)		(28,826,762	)
Increase		4,516,771		$	54,385,080			7,023,816		$	71,606,619

122

Notes to Financial Statements (unaudited)(continued)


International Core Equity Fund	Six Months Ended April 30, 2011 (unaudited)						Year Ended October 31, 2010
Class P Shares	Shares			Amount			Shares			Amount
Shares sold		14,069		$	172,941			59,324		$	675,161
Reinvestment of distributions		485			5,747			363			4,096
Shares reacquired		(115,939	)		(1,437,013	)		(77,108	)		(870,324	)
Decrease		(101,385	)	$	(1,258,325	)		(17,421	)	$	(191,067	)

Class R2 Shares
Shares sold		9,773		$	123,423			47,959		$	521,301
Reinvestment of distributions		151			1,801			3			31
Shares reacquired		(1,377	)		(16,982	)		(1,659	)		(18,342	)
Increase		8,547		$	108,242			46,303		$	502,990

Class R3 Shares
Shares sold		368,485		$	4,537,283			864,876		$	9,592,144
Reinvestment of distributions		9,577			112,909			965			10,850
Shares reacquired		(191,253	)		(2,367,536	)		(127,013	)		(1,376,765	)
Increase		186,809		$	2,282,656			738,828		$	8,226,229


International Dividend Income Fund	Six Months Ended April 30, 2011 (unaudited)						Year Ended October 31, 2010
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		7,959,427		$	69,975,640			14,630,802		$	120,785,029
Reinvestment of distributions		271,192			2,354,120			535,912			4,184,584
Shares reacquired		(3,487,855	)		(30,682,498	)		(2,786,194	)		(22,327,520	)
Increase		4,742,764		$	41,647,262			12,380,520		$	102,642,093

Class C Shares
Shares sold		672,211		$	5,850,876			1,260,081		$	10,434,520
Reinvestment of distributions		15,314			132,093			29,797			230,808
Shares reacquired		(302,177	)		(2,629,176	)		(246,967	)		(1,999,889	)
Increase		385,348		$	3,353,793			1,042,911		$	8,665,439

Class F Shares
Shares sold		1,332,865		$	11,686,962			2,140,719		$	17,682,599
Reinvestment of distributions		15,260			132,645			17,500			136,236
Shares reacquired		(498,903	)		(4,434,658	)		(899,865	)		(7,041,658	)
Increase		849,222		$	7,384,949			1,258,354		$	10,777,177

Class I Shares
Shares sold		3,215,208		$	27,646,263			4,034,661		$	33,410,114
Reinvestment of distributions		494,849			4,304,180			1,382,501			10,892,962
Shares reacquired		(1,564,853	)		(14,226,755	)		(2,174,410	)		(17,562,160	)
Increase		2,145,204		$	17,723,688			3,242,752		$	26,740,916

123

Notes to Financial Statements (unaudited)(continued)


International Dividend Income Fund	Six Months Ended April 30, 2011 (unaudited)						Year Ended October 31, 2010
Class R2 Shares	Shares			Amount			Shares			Amount
Reinvestment of distributions		14.542		$	128			43		$	340
Increase		14.542		$	128			43		$	340

Class R3 Shares
Shares sold		9,242		$	81,386			11,412		$	100,555
Reinvestment of distributions		192			1,691			407			3,175
Shares reacquired		(1,833	)		(16,290	)		(96	)		(834	)
Increase		7,601		$	66,787			11,723		$	102,896


International Opportunities Fund	Six Months Ended April 30, 2011 (unaudited)						Year Ended October 31, 2010
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		636,064		$	8,452,948			1,461,313		$	16,441,084
Converted from Class B*		55,191			738,449			110,888			1,255,097
Reinvestment of distributions		28,801			373,844			63,475			705,227
Shares reacquired		(1,001,913	)		(13,337,541	)		(2,611,924	)		(29,139,655	)
Decrease		(281,857	)	$	(3,772,300	)		(976,248	)	$	(10,738,247	)

Class B Shares
Shares sold		24,970		$	319,253			145,394		$	1,558,758
Reinvestment of distributions		–			–			3,849			40,821
Shares reacquired		(151,615	)		(1,913,896	)		(542,632	)		(5,779,790	)
Converted to Class A*		(58,042	)		(738,449	)		(116,460	)		(1,255,097	)
Decrease		(184,687	)	$	(2,333,092	)		(509,849	)	$	(5,435,308	)

Class C Shares
Shares sold		137,840		$	1,724,979			313,777		$	3,370,300
Reinvestment of distributions		–			–			6,303			66,497
Shares reacquired		(276,268	)		(3,466,153	)		(816,894	)		(8,648,943	)
Decrease		(138,428	)	$	(1,741,174	)		(496,814	)	$	(5,212,146	)

Class F Shares
Shares sold		47,545		$	620,844			90,418		$	991,054
Reinvestment of distributions		549			7,072			74			813
Shares reacquired		(36,195	)		(477,546	)		(53,630	)		(587,687	)
Increase		11,899		$	150,370			36,862		$	404,180

Class I Shares
Shares sold		3,006,726		$	40,911,165			3,711,401		$	42,385,602
Reinvestment of distributions		127,433			1,691,087			152,278			1,728,360
Shares reacquired		(793,998	)		(10,984,454	)		(910,369	)		(10,399,884	)
Increase		2,340,161		$	31,617,798			2,953,310		$	33,714,078

124

Notes to Financial Statements (unaudited)(continued)


International Opportunities Fund	Six Months Ended April 30, 2011 (unaudited)						Year Ended October 31, 2010
Class P Shares	Shares			Amount			Shares			Amount
Shares sold		3,690		$	49,596			8,790		$	102,836
Reinvestment of distributions		223			2,941			468			5,289
Shares reacquired		(3,316	)		(44,682	)		(12,332	)		(140,483	)
Increase (decrease)		597		$	7,855			(3,074	)	$	(32,358	)

Class R2 Shares
Shares sold		388		$	5,199			3,750		$	41,515
Reinvestment of distributions		7			92			35			382
Shares reacquired		–			–			(4,808	)		(52,508	)
Increase (decrease)		395		$	5,291			(1,023	)	$	(10,611	)

Class R3 Shares
Shares sold		145,013		$	1,912,706			254,546		$	2,821,615
Reinvestment of distributions		1,137			14,583			522			5,737
Shares reacquired		(57,086	)		(751,517	)		(71,967	)		(794,458	)
Increase		89,064		$	1,175,772			183,101		$	2,032,894


Large Cap Value Fund	Six Months Ended April 30, 2011 (unaudited)						Year Ended October 31, 2010
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		684,949		$	7,151,541			840,555		$	7,775,860
Converted from Class B*		4,500			44,651			40,564			368,454
Reinvestment of distributions		11,199			106,052			17,821			161,815
Shares reacquired		(608,382	)		(6,303,136	)		(1,170,207	)		(10,640,672	)
Increase (decrease)		92,266		$	999,108			(271,267	)	$	(2,334,543	)

Class B Shares
Shares sold		27,566		$	282,377			71,465		$	640,022
Reinvestment of distributions		–			–			95			855
Shares reacquired		(48,189	)		(505,980	)		(72,630	)		(650,363	)
Converted to Class A*		(4,565	)		(44,651	)		(41,188	)		(368,454	)
Decrease		(25,188	)	$	(268,254	)		(42,258	)	$	(377,940	)

Class C Shares
Shares sold		98,725		$	1,013,869			168,589		$	1,527,546
Reinvestment of distributions		–			–			623			5,596
Shares reacquired		(57,064	)		(592,067	)		(245,620	)		(2,212,123	)
Increase (decrease)		41,661		$	421,802			(76,408	)	$	(678,981	)

125

Notes to Financial Statements (unaudited)(continued)


Large Cap Value Fund	Six Months Ended April 30, 2011 (unaudited)						Year Ended October 31, 2010
Class F Shares	Shares			Amount			Shares			Amount
Shares sold		51,908		$	536,618			47,735		$	447,711
Reinvestment of distributions		130			1,232			23			202
Shares reacquired		(8,189	)		(81,583	)		(8,631	)		(78,903	)
Increase		43,849		$	456,267			39,127		$	369,010

Class I Shares
Shares sold		129,436		$	1,407,094			240,730		$	2,132,470
Reinvestment of distributions		7,357			69,884			10,563			96,228
Shares reacquired		(127,937	)		(1,393,715	)		(544,417	)		(5,015,847	)
Increase (decrease)		8,856		$	83,263			(293,124	)	$	(2,787,149	)

Class P Shares
Shares sold		–		$	–			–	^(a)	$	1
Reinvestment of distributions		4.813			46			7.366			65
Shares reacquired		–			–			–			–
Increase		4.813		$	46			7.366		$	66

							Period Ended October 31, 2010^†
Class R2 Shares	Shares			Amount			Shares			Amount
Shares sold		–		$	–			1,030.438		$	10,026
Reinvestment of distributions		4			34			–			–
Increase		4		$	34			1,030.438		$	10,026

Class R3 Shares
Shares sold		10,662		$	112,347			11,185		$	102,520
Reinvestment of distributions		66			631			–			–
Shares reacquired		(2,540	)		(27,159	)		(780	)		(7,242	)
Increase		8,188		$	85,819			10,405		$	95,278


Value Opportunities Fund	Six Months Ended April 30, 2011 (unaudited)						Year Ended October 31, 2010
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		21,658,989		$	350,780,775			33,623,998		$	440,905,479
Converted from Class B*		68,507			1,112,323			340,891			4,574,819
Reinvestment of distributions		195,810			2,841,200			–			–
Shares reacquired		(7,543,566	)		(120,620,077	)		(15,122,082	)		(201,738,694	)
Increase		14,379,740		$	234,114,221			18,842,807		$	243,741,604

^†

For the period March 23, 2010 (commencement of operations) to October 31, 2010.

^(a)

Value is less than 1 share.

126

Notes to Financial Statements (unaudited)(concluded)


Value Opportunities Fund	Six Months Ended April 30, 2011 (unaudited)						Year Ended October 31, 2010
Class B Shares	Shares			Amount			Shares			Amount
Shares sold		91,303		$	1,410,905			380,987		$	4,930,904
Reinvestment of distributions		5,846			82,368			–			–
Shares reacquired		(145,631	)		(2,247,805	)		(315,166	)		(4,056,029	)
Converted to Class A*		(70,680	)		(1,112,323	)		(349,607	)		(4,574,819	)
Decrease		(119,162	)	$	(1,866,855	)		(283,786	)	$	(3,699,944	)

Class C Shares
Shares sold		6,542,740		$	102,910,170			5,068,716		$	66,602,722
Reinvestment of distributions		43,442			611,665			–			–
Shares reacquired		(860,028	)		(13,428,446	)		(1,562,977	)		(20,167,959	)
Increase		5,726,154		$	90,093,389			3,505,739		$	46,434,763

Class F Shares
Shares sold		14,213,507		$	230,734,807			9,453,046		$	127,537,837
Reinvestment of distributions		43,211			627,437			–			–
Shares reacquired		(2,057,522	)		(33,352,127	)		(2,253,790	)		(29,986,571	)
Increase		12,199,196		$	198,010,117			7,199,256		$	97,551,266

Class I Shares
Shares sold		4,818,679		$	79,279,733	��		3,126,931		$	41,646,464
Reinvestment of distributions		65,098			952,377			–			–
Shares reacquired		(1,573,571	)		(25,877,463	)		(454,765	)		(6,042,698	)
Increase		3,310,206		$	54,354,647			2,672,166		$	35,603,766

Class P Shares
Shares sold		79,536		$	1,285,062			91,706		$	1,245,637
Reinvestment of distributions		1,286			18,586			–			–
Shares reacquired		(147,748	)		(2,382,999	)		(86,429	)		(1,139,165	)
Increase (decrease)		(66,926	)	$	(1,079,351	)		5,277		$	106,472

Class R2 Shares
Shares sold		257,233		$	4,152,862			95,943		$	1,281,765
Reinvestment of distributions		524			7,548			–			–
Shares reacquired		(45,226	)		(739,012	)		(45,462	)		(582,066	)
Increase		212,531		$	3,421,398			50,481		$	699,699

Class R3 Shares
Shares sold		1,903,702		$	30,647,943			1,388,482		$	18,281,425
Reinvestment of distributions		6,944			100,002			–			–
Shares reacquired		(536,023	)		(8,673,152	)		(327,412	)		(4,386,211	)
Increase		1,374,623		$	22,074,793			1,061,070		$	13,895,214

127

Investments in Underlying Funds (unaudited)

Alpha Strategy Fund invests in Underlying Funds managed by Lord Abbett. As of April 30, 2011, Alpha Strategy Fund’s long-term investments were allocated among the Underlying Funds as follows:


Underlying Fund Name	% of Investments
Lord Abbett Developing Growth Fund, Inc. – Class I		20.23%
Lord Abbett Securities Trust – Lord Abbett International Opportunities Fund – Class I		20.26%
Lord Abbett Securities Trust – Lord Abbett Micro-Cap Growth Fund – Class I		10.18%
Lord Abbett Securities Trust – Lord Abbett Micro-Cap Value Fund – Class I		9.75%
Lord Abbett Blend Trust – Lord Abbett Small-Cap Blend Fund – Class I		10.03%
Lord Abbett Research Fund, Inc. – Lord Abbett Small-Cap Value Fund – Class I		19.70%
Lord Abbett Securities Trust – Lord Abbett Value Opportunities Fund – Class I		9.85%

The Ten Largest Holdings and the Holdings by Sector, as of April 30, 2011, for each Underlying Fund are presented below. Each Underlying Fund’s annual and semiannual reports, which are sent to shareholders and filed with the SEC, contain information about the Fund’s portfolio holdings, including a complete schedule of holdings. A complete schedule of holdings for each Underlying Fund is also filed with the SEC on Form N-Q as of the end of each respective Underlying Fund’s first and third quarters. In addition, on or about the first day of the second month following each calendar quarter-end, each Fund makes publicly available a complete schedule of its portfolio holdings as of the last day of each such quarter. The information for the most recently ended calendar quarter may be viewed at www.lordabbett.com or requested at no charge by calling Lord Abbett at 888-522-2388.

Lord Abbett Developing Growth Fund, Inc.


Ten Largest Holdings	% of Investments
Financial Engines, Inc.		2.18%
Synchronoss Technologies, Inc.		1.81%
VeriFone Systems, Inc.		1.79%
CARBO Ceramics, Inc.		1.76%
IPG Photonics Corp.		1.69%
Chart Industries, Inc.		1.56%
Cepheid, Inc.		1.56%
Ariba, Inc.		1.54%
Aruba Networks, Inc.		1.53%
Dick’s Sporting Goods, Inc.		1.52%


Holdings by Sector*	% of Investments
Consumer Discretionary		15.69%
Consumer Staples		0.61%
Energy		6.26%
Financials		10.38%
Health Care		19.64%
Industrials		13.43%
Information Technology		28.76%
Materials		2.76%
Short-Term Investment		2.47%
Total		100.00%

A sector may comprise several industries.

128

Investments in Underlying Funds (unaudited)(continued)

Lord Abbett Securities Trust – International Opportunities Fund


Ten Largest Holdings	% of Investments
Brunel International NV		1.40%
Gree, Inc.		1.39%
Incitec Pivot Ltd.		1.38%
Gerresheimer AG		1.38%
Start Today Co., Ltd.		1.34%
Nabtesco Corp.		1.33%
FP Corp.		1.30%
Brasil Insurance Participacoes e Administracao SA		1.30%
Ipsos SA		1.26%
Rheinmetall AG		1.26%


Holdings by Sector*	% of Investments
Consumer Discretionary		20.63%
Consumer Staples		6.37%
Energy		5.98%
Financials		16.70%
Health Care		2.25%
Industrials		22.22%
Information Technology		8.97%
Materials		11.06%
Telecommunication Services		0.57%
Utilities		1.91%
Short-Term Investment		3.34%
Total		100.00%

A sector may comprise several industries.

Lord Abbett Securities Trust – Micro Cap Growth Fund


Ten Largest Holdings	% of Investments
Financial Engines, Inc.		2.43%
Hibbett Sports, Inc.		1.98%
Chart Industries, Inc.		1.97%
Body Central Corp.		1.94%
iRobot Corp.		1.93%
Shutterfly, Inc.		1.91%
Endologix, Inc.		1.90%
Global Geophysical Services, Inc.		1.81%
ShoreTel, Inc.		1.80%
Insulet Corp.		1.79%


Holdings by Sector*	% of Investments
Consumer Discretionary		16.58%
Consumer Staples		0.73%
Energy		4.52%
Financials		12.79%
Health Care		21.81%
Industrials		11.37%
Information Technology		27.61%
Materials		2.60%
Short-Term Investment		1.99%
Total		100.00%

A sector may comprise several industries.

129

Investments in Underlying Funds (unaudited)(continued)

Lord Abbett Securities Trust – Micro Cap Value Fund


Ten Largest Holdings	% of Investments
Overhill Farms, Inc.		2.38%
Multi-Color Corp.		2.13%
Commercial Vehicle Group, Inc.		1.87%
Mobile Mini, Inc.		1.87%
Kadant, Inc.		1.83%
LSB Industries, Inc.		1.79%
Merit Medical Systems, Inc.		1.68%
CAI International, Inc.		1.66%
Summit Hotel Properties, Inc.		1.65%
Universal Stainless & Alloy Products, Inc.		1.63%


Holdings by Sector*	% of Investments
Consumer Discretionary		10.92%
Consumer Staples		4.28%
Energy		1.23%
Financials		13.11%
Health Care		7.45%
Industrials		35.42%
Information Technology		13.19%
Materials		10.23%
Utilities		0.82%
Short-Term Investment		3.35%
Total		100.00%

A sector may comprise several industries.

Lord Abbett Blend Trust – Small Cap Blend Fund


Ten Largest Holdings	% of Investments
Kraton Performance Polymers, Inc.		1.81%
Steelcase, Inc. Class A		1.59%
Semtech Corp.		1.58%
Centene Corp.		1.39%
Reliance Steel & Aluminum Co.		1.31%
FARO Technologies, Inc.		1.29%
General Cable Corp.		1.25%
Robert Half International, Inc.		1.24%
Rosetta Resources, Inc.		1.24%
Select Comfort Corp.		1.23%


Holdings by Sector*	% of Investments
Consumer Discretionary		8.58%
Consumer Staples		3.11%
Energy		7.93%
Financials		14.58%
Health Care		10.93%
Industrials		19.77%
Information Technology		15.79%
Materials		15.40%
Short-Term Investment		3.91%
Total		100.00%

A sector may comprise several industries.

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Investments in Underlying Funds (unaudited)(concluded)

Lord Abbett Research Fund, Inc. – Small Cap Value Fund


Ten Largest Holdings	% of Investments
Cabot Corp.		2.09%
Chicago Bridge & Iron Co. NV		1.89%
Olin Corp.		1.46%
Healthspring, Inc.		1.41%
Koppers Holdings, Inc.		1.34%
Hexcel Corp.		1.33%
Anixter International, Inc.		1.29%
Littelfuse, Inc.		1.27%
Kirby Corp.		1.24%
Plexus Corp.		1.24%


Holdings by Sector*	% of Investments
Consumer Discretionary		10.52%
Consumer Staples		0.69%
Energy		5.74%
Financials		16.04%
Health Care		10.13%
Industrials		27.08%
Information Technology		14.34%
Materials		11.04%
Utilities		0.45%
Short-Term Investment		3.97%
Total		100.00%

A sector may comprise several industries.

Lord Abbett Securities Trust – Value Opportunities Fund


Ten Largest Holdings	% of Investments
Interpublic Group of Cos., Inc. (The)		2.58%
Lazard Ltd. Class A		1.87%
Fortune Brands, Inc.		1.83%
Watson Pharmaceuticals, Inc.		1.72%
Alliance Data Systems Corp.		1.66%
Phillips-Van Heusen Corp.		1.54%
EnerSys		1.50%
Key Energy Services, Inc.		1.45%
Kinetic Concepts, Inc.		1.40%
Eastman Chemical Co.		1.39%


Holdings by Sector*	% of Investments
Consumer Discretionary		13.75%
Consumer Staples		1.75%
Energy		8.33%
Financials		14.25%
Health Care		8.01%
Industrials		22.51%
Information Technology		13.89%
Materials		10.69%
Utilities		2.19%
Short-Term Investment		4.63%
Total		100.00%

A sector may comprise several industries

131

Approval of Advisory Contracts

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

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

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

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

As to Alpha Strategy Fund, the Board observed that the investment approach of the Fund was not common. It considered the performance of the Fund in comparison to a performance universe consisting of small-cap core funds. The Board observed that the investment performance of the Class A shares of the Fund was in the second quintile of the performance universe for the nine-month, one-year, and three-year periods, the first quintile for the five-year period, and the fourth

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quintile for the ten-year period. The Board also observed that the performance was lower than that of the Lipper Small-Cap Core Index for the nine-month, one-year, and ten-year periods and higher than that of the Index for the three-year and five-year periods.

As to Fundamental Equity Fund, the Board considered the investment performance of the Fund in relation to two different performance universes, the first consisting of multi-cap core funds and the second consisting of multi-cap value funds. The Board observed that the investment performance of the Class A shares of the Fund was in the second quintile of the first performance universe for the nine-month and one-year periods and the first quintile for the three-year, five-year, and ten-year periods. The Board observed that the investment performance was higher than that of the Lipper Multi-Cap Core Index for the nine-month, three-year, five-year, and ten-year periods and lower than that of the Index for the one-year period. The Board observed that the investment performance of the Class A shares of the Fund was in the third quintile of the second performance universe for the nine-month period, the second quintile for the one-year and ten-year periods, and the first quintile for the three-year and five-year periods. The Board also observed that the investment performance was higher than that of the Lipper Multi-Cap Value Index for each of those periods.

As to International Core Equity Fund, the Board observed that the investment performance of the Class A shares of the Fund was in the fifth quintile of its performance universe for the nine-month and one-year periods and the third quintile for the three-year and five-year periods and lower than that of the Lipper International Large-Cap Core Index for each of those periods.

As to International Dividend Income Fund, the Board noted that the Fund had commenced investment operations on June 30, 2008 and thus it was not possible to draw definitive conclusions regarding its investment performance or level of expenses. The Board observed that the investment performance of the Class A shares of the Fund was in the fifth quintile of its performance universe for the nine-month period, the third quintile for the one-year period, and the second quintile for the period since inception. The Board observed that the investment performance was lower than that of the Lipper International Multi-Cap Value Index for the nine-month and one-year periods and higher than that of the Index for the period since inception.

As to International Opportunities Fund, the Board observed that the investment performance of the Class A shares of the Fund was in the third quintile of its performance universe for the nine-month and one-year periods, the fourth quintile for the three-year and five-year periods, and the fifth quintile for the ten-year period. The Board also observed that the investment performance was higher than that of the Lipper International Small/Mid-Cap Growth Index for the nine-month and one-year periods and lower than that of the Index for the three-year, five-year, and ten-year periods.

As to Large Cap Value Fund, the Board considered the investment performance of the Fund in relation to two different performance universes, the first consisting of large-cap core funds and the second consisting of large-cap value funds. The Board observed that the investment performance of the Class A shares of the Fund was in the third quintile of the first performance universe for the nine-month period, the fifth quintile for the one-year and three-year periods, and the fourth quintile for the five-year period. The Board also observed that the performance was lower than that of the Lipper Large-Cap Core Index for each of those periods. The Board observed that the investment performance of the Class A shares of the Fund was in the fourth quintile of the second performance universe for the nine-month, three-year, and five-year periods and the fifth quintile for the one-year period. The Board also observed that the performance was lower than that of the Lipper Large-Cap Value Index for each of those periods.

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As to Value Opportunities Fund, the Board considered the investment performance of the Fund in relation to two different performance universes, the first consisting of mid-cap core funds and the second consisting of mid-cap value funds. The Board observed that the investment performance of the Class A shares of the Fund was in the second quintile of the first performance universe for the nine-month period, the third quintile for the one-year period, and the first quintile for the three-year period. The Board observed that the investment performance was higher than that of the Lipper Mid-Cap Core Index for the nine-month and three-year periods and lower than that of the Index for the one-year period. The Board observed that the investment performance was in the third quintile of the second performance universe for the nine-month and one-year periods and the first quintile for the three-year period. The Board observed that the investment performance was higher than that of the Lipper Mid-Cap Value Index for each of those periods.

Lord Abbett’s Personnel and Methods. The Board considered the qualifications of the personnel providing investment management services to each Fund, in light of its investment objective and discipline. Among other things, the Board considered the size, experience, and turnover of Lord Abbett’s investment management staff, Lord Abbett’s investment methodology and philosophy, and Lord Abbett’s approach to recruiting, training, and retaining investment management personnel. The Board observed that in 2009 one of Fundamental Equity Fund’s portfolio managers, Mr. Hansen, had left Lord Abbett, with Mr. Fetch continuing as portfolio manager for the Fund, assisted by Mr. Khanna. The Board also noted that Lord Abbett had changed the portfolio manager for Large-Cap Value Fund later in 2009, naming Mr. Frascarelli to be the portfolio manager. The Board determined that Lord Abbett had the expertise and resources to manage each Fund effectively.

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

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

As to Alpha Strategy Fund, the Board considered the management fees and the total expenses of the Fund in comparison to two peer groups, the first consisting of passively managed global small-cap core and multi-cap core funds of funds and the second consisting of small-cap core funds that are not funds of funds. As to the first peer group, the Board observed that for the fiscal year ended October 31, 2009 the contractual management fees were approximately one basis point below the median of the peer group and the actual management fees were approximately the same as the median of the peer group. The Board observed that, like other funds in the first and second peer groups, the Fund indirectly pays the management fees and other expenses of the underlying funds in which it invests. The Board also observed that, taking into account these indirect expenses, for the fiscal year ended October 31, 2009, the total expense ratio of Class A was approximately twenty-one basis points above the median of the first peer group, the total expense ratios of Class B, Class C, and Class F were approximately the same as the median of the peer group, the total expense ratio of Class I was approximately eleven basis points above the median of the peer group, the total expense ratio of Class R2 was approximately thirty-six basis points above the median of the peer group, and the total expense ratio of Class R3 was approximately twenty-six

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basis points above the median of the peer group. As to the second peer group, the Board observed that, taking into account indirect expenses, the total expense ratio of Class A was approximately fourteen basis points above the median of the first peer group, the total expense ratios of Class B and Class C were approximately nine basis points above the median of the peer group, the total expense ratio of Class F was approximately twenty-six basis points above the median of the peer group, the total expense ratio of Class I was approximately twenty-four basis points above the median of the peer group, the total expense ratio of Class R2 was approximately twenty-three basis points above the median of the peer group, and the total expense ratio of Class R3 was approximately thirteen basis points above the median of the peer group. The Board noted that it and Lord Abbett had entered into a management fee waiver agreement under which Lord Abbett waived all ten basis points of its management fee and that Lord Abbett proposed to enter into a new management fee waiver agreement through February 29, 2012 under which it would waive five basis points of its management fee. The Board considered the projected expense ratio of each class and how those ratios would relate to those of the peer group.

As to Fundamental Equity Fund, the Board considered the management fees and the total expenses of the Fund in comparison to two peer groups, the first consisting of multi-cap core funds and the second consisting of multi-cap value funds. As to the first peer group, the Board observed that for the fiscal year ended October 31, 2009 the contractual management and administrative services fees were approximately ten basis points below the median of the peer group and the actual management and administrative services fees were approximately seven basis points below the median of the peer group. The Board also observed that for the fiscal year ended October 31, 2009 the total expense ratio of Class A was approximately the same as the median of the peer group, the total expense ratios of Class B, Class C, and Class F were approximately thirteen basis points below the median of the peer group, the total expense ratio of Class I was approximately four basis points above the median of the peer group, the total expense ratio of Class P was approximately eleven basis points below the median of the peer group, the total expense ratio of Class R2 was approximately three basis points above the median of the peer group, and the total expense ratio of Class R3 was approximately seven basis points below the median of the peer group. As to the second peer group, the Board observed that the contractual management and administrative services fees were approximately fourteen basis points below the median of the peer group and the actual management and administrative services fees were approximately eight basis points below the median of the peer group. The Board also observed that for the fiscal year ended October 31, 2009 the total expense ratio of Class A was approximately two basis points above the median of the peer group, the total expense ratios of Class B, Class C were approximately two basis points, and Class R3 were approximately three basis points below the median of the peer group, the total expense ratio of Class F was approximately three basis points above the median of the peer group, the total expense ratio of Class I was approximately two basis points below the median of the peer group, the total expense ratio of Class P was approximately seven basis points below the median of the peer group, and the total expense ratio of Class R2 was approximately six basis points above the median of the peer group. The Board also considered the projected expense ratio of each class and how those ratios would relate to those of the peer groups.

As to International Core Equity Fund, the Board observed that for the fiscal year ended October 31, 2009 the contractual management and administrative services fees were approximately twenty-three basis points below the median of the peer group and the actual management and administrative services fees were approximately twenty-one basis points below the median of the peer group. The Board observed that for the fiscal year ended October 31, 2009 the total expense ratio of Class A was approximately five basis points below the median of the peer group, the total

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expense ratios of Class B and Class C were approximately nine basis points below the median of the peer group, the total expense ratio of Class F was approximately ten basis points below the median of the peer group, the total expense ratio of Class I was approximately the same as the median of the peer group, the total expense ratio of Class P was approximately four basis points above the median of the peer group, the total expense ratio of Class R2 was approximately forty-four basis points below the median of the peer group, and the total expense ratio of Class R3 was approximately eight basis points above the median of the peer group. The Board also observed that the Rule 12b-1 plan had not been operational for Class R2 and that had it been operational the expense ratio of Class R2 would have been approximately sixty basis points higher. The Board observed that it and Lord Abbett had entered into an expense limitation agreement that had the effect of limiting the total expense ratio of Class A to not more than 1.12%, the total expense ratios of Class B and Class C to not more than 1.77%, the total expense ratio of Class F to not more than 0.87%, the total expense ratio of Class I to not more than 0.77%, the total expense ratio of Class P to not more than 1.22%, the total expense ratio of Class R2 to not more than 1.37%, and the total expense ratio of Class R3 to not more than 1.27% and that Lord Abbett proposed to renew the agreement through February 29, 2012. The Board considered how those expense ratios would relate to those of the peer group.

As to International Dividend Income Fund, the Board observed that for the fiscal year ended October 31, 2009 the contractual management and administrative services fees were approximately twenty-one basis points below the median of the peer group and the actual management and administrative services fees were approximately forty-five basis points below the median of the peer group. The Board observed that for the fiscal year ended October 31, 2009 the total expense ratio of Class A was approximately twenty-one basis points below the median of the peer group, the total expense ratio of Class C was approximately twenty-eight basis points below the median of the peer group, the total expense ratio of Class F was approximately thirty-two basis points below the median of the peer group, the total expense ratio of Class I was approximately five basis points below the median of the peer group, and the total expense ratios of Class R2 and Class R3 were approximately sixty basis points below the median of the peer group. The Board also observed that the Rule 12b-1 plan had not been operational for Class R2 and Class R3 and that had it been operational the expense ratios of Class R2 and Class R3 would have been approximately sixty and fifty basis points higher, respectively. The Board observed that it and Lord Abbett had entered into an expense limitation agreement that had the effect of limiting the total expense ratio of Class A to not more than 1.12%, the total expense ratio of Class C to not more than 1.77%, the total expense ratio of Class F to not more than 0.87%, the total expense ratio of Class I to 0.77%, the total expense ratio of Class R2 to not more than 1.37%, and the total expense ratio of Class R3 to not more than 1.27% and that Lord Abbett proposed to renew the agreement through February 29, 2012. The Board considered how those expense ratios would relate to those of the peer group.

As to International Opportunities Fund, the Board observed that for the fiscal year ended October 31, 2009 the contractual management and administrative services fees were approximately nineteen basis points below the median of the peer group and the actual management and administrative services fees were approximately thirteen basis points below the median of the peer group. The Board observed that for the fiscal year ended October 31, 2009 the total expense ratio of Class A was approximately six basis points above the median of the peer group, the total expense ratios of Class B and Class C were approximately five basis points above the median of the peer group, the total expense ratio of Class F was approximately one basis point below the median of the peer group, the total expense ratio of Class I was approximately

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twenty-two basis points above the median of the peer group, the total expense ratio of Class P was approximately eleven basis points above the median of the peer group, the total expense ratio of Class R2 was approximately twenty-one basis points above the median of the peer group, and the total expense ratio of Class R3 was approximately five basis points above the median of the peer group. The Board noted that it and Lord Abbett had entered into an expense limitation agreement that had the effect of limiting the total expense ratio of Class A to not more than 1.70%, the total expense ratios of Class B and Class C to not more than 2.35%, the total expense ratio of Class F to not more than 1.45%, the total expense ratio of Class I to 1.35%, the total expense ratio of Class R2 to not more than 1.95%, and the total expense ratio of Class R3 to not more than 1.85% and Lord Abbett proposed to renew the agreement through February 29, 2012. The Board considered how those expense ratios would relate to those of the peer group.

As to Large Cap Value Fund, the Board considered the management fees and the total expenses of the Fund in comparison to two peer groups, the first consisting of large-cap core funds and the second consisting of large-cap value funds. As to the first peer group, the Board observed that for the fiscal year ended October 31, 2009 the contractual management and administrative services fees were approximately thirty-one basis points below the median of the peer group and the actual management and administrative service fees were approximately fourteen basis points below the median of the peer group. The Board observed that for the fiscal year ended October 31, 2009 the total expense ratio of Class A was approximately twelve basis points below the median of the peer group, the total expense ratio of Class B was approximately nineteen basis points below the median of the peer group, the total expense ratios of Class C and Class I were approximately seventeen basis points below the median of the peer group, the total expense ratio of Class F was approximately the same as the median of the peer group, and the total expense ratio of Class P was approximately twenty-three basis points below the median of the peer group. As to the second peer group, the Board observed that for the fiscal year ended October 31, 2009 the contractual management and administrative services fees were approximately thirty-three basis points below the median of the peer group and the actual management and administrative service fees were approximately forty-two basis points below the median of the peer group. The Board observed that for the fiscal year ended October 31, 2009 the total expense ratio of Class A was approximately thirty-two basis points below the median of the peer group, the total expense ratio of Class B was approximately forty-two basis points below the median of the peer group, the total expense ratio of Class C was approximately forty basis points below the median of the peer group, the total expense ratio of Class F was approximately nine basis points below the median of the peer group, the total expense ratio of Class I was approximately twenty-three basis points below the median of the peer group, and the total expense ratio of Class P was approximately nineteen basis points below the median of the peer group. The Board also considered the projected expense ratio of each class and how those ratios would relate to those of the peer groups.

As to Value Opportunities Fund, the Board considered the management fees and the total expenses of the Fund in comparison to two peer groups, the first consisting of mid-cap core funds and the second consisting of mid-cap value funds. As to the first peer group, the Board observed that for the fiscal year ended October 31, 2009 the contractual management and administrative services fees were approximately four basis points above the median of the peer group and the actual management and administrative service fees were approximately seven basis points below the median of the peer group. The Board observed that for the fiscal year ended October 31, 2009 the total expense ratios of Class A and Class F were approximately the same as the median of the peer group, the total expense ratios of Class B and Class C were approximately eleven basis points below the median of the peer group, the total expense ratio of Class I was three basis points below the

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median of the peer group, the total expense ratio of Class P was approximately two basis points below the median of the peer group, the total expense ratio of Class R2 was approximately twelve basis points above the median of the peer group, and the total expense ratio of Class R3 was approximately two basis points above the median of the peer group. As to the second peer group, the Board observed that for the fiscal year ended October 31, 2009 the contractual management and administrative services fees were approximately two basis points above the median of the peer group and the actual management and administrative services fees were approximately one basis point above the median of the peer group. The Board observed that for the fiscal year ended October 31, 2009 the total expense ratio of Class A was approximately six basis points above the median of the peer group, the total expense ratios of Class B, Class C, and Class I were approximately the same as the median of the peer group, the total expense ratio of Class F was approximately sixteen basis points below the median of the peer group, the total expense ratio of Class P was approximately five basis points below the median of the peer group, the total expense ratio of Class R2 was approximately nine basis points above the median of the peer group, and the total expense ratio of Class R3 was approximately one basis point below the median of the peer group. The Board noted that it and Lord Abbett had agreed to an expense reimbursement agreement that limited the total expense ratio of Class A to not more than 1.35%, the total expense ratios of Class B and Class C to not more than 2.00%, the total expense ratio of Class F to not more than 1.10%, the total expense ratio of Class I to not more than 1.00%, the total expense ratio of Class P to not more than 1.45%, the total expense ratio of Class R2 to not more than 1.60%, and the total expense ratio of Class R3 to not more than 1.50%, but that Lord Abbett did not propose to renew the agreement. The Board considered the projected expense ratio of each class and how those ratios would relate to those of the peer groups.

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

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

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

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

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Householding

The Trust has adopted a policy that allows them 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 its complete schedule of portfolio holdings with the SEC for their first and third fiscal quarters on Form N-Q. Copies of the filings are available without charge, upon request on the SEC’s Website at www.sec.gov and may be available by calling Lord Abbett at 888-522-2388. You can also obtain copies of Form N-Q by (i) visiting the SEC’s Public Reference Room in Washington, DC (information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330); (ii) sending your request and duplicating fee to the SEC’s Public Reference Section, Washington, DC 20549-1520; or (iii) sending your request electronically, after paying a duplicating fee, to publicinfo@sec.gov.

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LOGO

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 Securities Trust

Lord Abbett Alpha Strategy Fund

Lord Abbett Fundamental Equity Fund

Lord Abbett International Core Equity Fund

Lord Abbett International Dividend Income Fund

Lord Abbett International Opportunities Fund

Lord Abbett Large-Cap Value Fund

Lord Abbett Value Opportunities Fund

LST-3-0411

(06/11)

2011

LORD ABBETT

SEMIANNUAL

REPORT LOGO

Lord Abbett

Micro Cap Growth Fund

Micro Cap Value Fund

For the six-month period ended April 30, 2011

LOGO

Lord Abbett Micro Cap Growth Fund

and Micro Cap Value Fund Semiannual Report

For the six-month period ended April 30, 2011

LOGO

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

Dear Shareholders: We are pleased to provide you with this semiannual report of the Lord Abbett Micro Cap Growth Fund and Micro Cap Value Fund for the six-month period ended April 30, 2011. For additional information about the Funds, please visit our Website at www.lordabbett.com, where you can access the quarterly commentaries by the Funds’ portfolio managers. General information about Lord Abbett mutual funds, as well as in-depth discussions of market trends and investment strategies, is also provided in Lord Abbett Insights, a quarterly newsletter available on our Website.

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

Best regards,

Robert S. Dow

Chairman

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 (November 1, 2010 through April 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 the Period 11/1/10 – 4/30/11” 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.

Micro Cap Growth Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period^†
	11/1/10		4/30/11		11/1/10 - 4/30/11
Class A
Actual	$	1,000.00	$	1,235.30	$	11.25
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.72	$	10.14
Class I
Actual	$	1,000.00	$	1,236.80	$	9.87
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.96	$	8.90

^†

For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (2.03% for Class A and 1.78% for Class I) multiplied by the average account value over the period, multiplied by 181/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

April 30, 2011


Sector*	%**
Consumer Discretionary		16.58%
Consumer Staples		0.73%
Energy		4.52%
Financials		12.79%
Health Care		21.81%
Industrials		11.37%
Information Technology		27.61%
Materials		2.60%
Short-Term Investment		1.99%
Total		100.00%

A sector may comprise several industries.

Represents percent of total investments.

Micro Cap Value Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period^†
	11/1/10		4/30/11		11/1/10 - 4/30/11
Class A
Actual	$	1,000.00	$	1,174.00	$	10.83
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.83	$	10.04
Class I
Actual	$	1,000.00	$	1,175.70	$	9.49
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.07	$	8.80

^†

For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (2.01% for Class A and 1.76% for Class I) multiplied by the average account value over the period, multiplied by 181/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

April 30, 2011


Sector*	%**
Consumer Discretionary		10.92%
Consumer Staples		4.28%
Energy		1.23%
Financials		13.11%
Health Care		7.45%
Industrials		35.42%
Information Technology		13.19%
Materials		10.23%
Utilities		0.82%
Short-Term Investment		3.35%
Total		100.00%

A sector may comprise several industries.

Represents percent of total investments.

Schedule of Investments (unaudited)

MICRO CAP GROWTH FUND April 30, 2011


Investments	Shares		Fair Value (000)
COMMON STOCKS 98.25%

Auto Components 1.36%
Westport Innovations, Inc. (Canada)*^(a)		73,310	$	1,855


Biotechnology 3.59%
Amarin Corp. plc ADR*		101,374		1,622
Genomic Health, Inc.*		52,300		1,428
NPS Pharmaceuticals, Inc*		176,128		1,826

Total				4,876


Building Products 0.90%
Ameresco, Inc. Class A*		75,810		1,221


Capital Markets 3.86%
Allot Communications Ltd. (Israel)*^(a)		48,640		795
Financial Engines, Inc.*		116,400		3,309
Noah Holdings Ltd. ADR*		63,061		1,135

Total				5,239


Chemicals 1.04%
Koppers Holdings, Inc.		31,013		1,418


Commercial Banks 3.73%
Bancorp, Inc. (The)*		118,501		1,160
Texas Capital Bancshares, Inc.*		61,807		1,595
Western Alliance Bancorp*		279,622		2,312

Total				5,067


Commercial Services & Supplies 0.23%
Higher One Holdings, Inc.*		22,274		314


Communications Equipment 2.53%
Oplink Communications, Inc.*		49,518		980
ShoreTel, Inc.*		234,897		2,455

Total				3,435


Investments	Shares		Fair Value (000)
Construction & Engineering 1.72%
MYR Group, Inc.*		93,730	$	2,337


Consumer Finance 1.05%
Dollar Financial Corp.*		62,007		1,426


Diversified Consumer Services 1.61%
K12, Inc.*		55,464		2,184


Diversified Financial Services 2.98%
Encore Capital Group, Inc.*		57,875		1,733
MarketAxess Holdings, Inc.		95,195		2,318

Total				4,051


Electrical Equipment 1.38%
Capstone Turbine Corp.*		964,504		1,881


Electronic Equipment, Instruments & Components 3.77%
FARO Technologies, Inc.*		49,624		2,142
Hollysys Automation Technologies Ltd. (China)*^(a)		14,201		170
Maxwell Technologies, Inc.*		101,103		1,803
NeoPhotonics Corp.*		93,145		1,010

Total				5,125


Energy Equipment & Services 1.81%
Global Geophysical Services, Inc.*		129,786		2,465


Health Care Equipment & Supplies 12.98%
Cyberonics, Inc.*		50,522		1,797
DexCom, Inc.*		146,184		2,434
Endologix, Inc.*		326,135		2,593
Insulet Corp.*		113,547		2,440
MAKO Surgical Corp.*		79,759		2,191
Merit Medical Systems, Inc.*		29,336		684
Neogen Corp.*		23,663		992
NxStage Medical, Inc.*		46,752		1,152
Palomar Medical Technologies, Inc.*		89,818		1,438

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

MICRO CAP GROWTH FUND April 30, 2011


Investments	Shares		Fair Value (000)
Health Care Equipment & Supplies (continued)
Synovis Life Technologies, Inc.*		94,040	$	1,917

Total				17,638


Health Care Providers & Services 3.80%
Epocrates, Inc.*		74,204		1,736
IPC The Hospitalist Co., Inc.*		27,700		1,437
MWI Veterinary Supply, Inc.*		23,939		1,991

Total				5,164


Hotels, Restaurants & Leisure 2.64%
BJ’s Restaurants, Inc.*		40,832		1,917
Bravo Brio Restaurant Group, Inc.*		72,488		1,496
Caribou Coffee Co., Inc.*		18,293		173

Total				3,586


Household Durables 1.94%
iRobot Corp.*		74,338		2,633


Information Technology Services 2.26%
hiSoft Technology International Ltd. ADR*		50,746		947
RightNow Technologies, Inc.*		41,039		1,485
ServiceSource International, Inc.*		51,600		645

Total				3,077


Internet & Catalog Retail 2.06%
Shutterfly, Inc.*		42,244		2,600
US Auto Parts Network, Inc.*		25,854		201

Total				2,801


Internet Software & Services 10.33%
comScore, Inc.*		55,409		1,652
Constant Contact, Inc.*		69,722		1,932
Cornerstone OnDemand, Inc.*		52,200		999
Dice Holdings, Inc.*		84,971		1,557


Investments	Shares		Fair Value (000)
IntraLinks Holdings, Inc.*		67,297	$	2,137
Liquidity Services, Inc.*		107,885		2,098
LivePerson, Inc.*		141,817		1,895
NIC, Inc.		83,765		1,077
Responsys, Inc.*		42,844		685

Total				14,032


Life Sciences Tools & Services 0.20%
Pacific Biosciences of California, Inc.*		22,584		276


Machinery 5.03%
Chart Industries, Inc.*		55,241		2,685
Dynamic Materials Corp.		46,000		1,197
RBC Bearings, Inc.*		39,780		1,562
Sun Hydraulics Corp.		30,000		1,395

Total				6,839


Media 0.27%
IMAX Corp. (Canada)*^(a)		10,407		365


Metals & Mining 1.56%
Materion Corp.*		45,129		1,884
U.S. Energy Corp.*		41,914		240

Total				2,124


Oil, Gas & Consumable Fuels 2.72%
Kodiak Oil & Gas Corp.*		281,971		1,980
Magnum Hunter Resources Corp.*		209,607		1,710

Total				3,690


Personal Products 0.73%
Inter Parfums, Inc.		52,289		995


Pharmaceuticals 1.29%
Sagent Pharmaceuticals, Inc.*		85,700		1,749


Professional Services 0.81%
Kforce, Inc.*		70,318		1,100

See Notes to Financial Statements.

Schedule of Investments (unaudited)(concluded)

MICRO CAP GROWTH FUND April 30, 2011


Investments	Shares		Fair Value (000)
Real Estate Management & Development 1.21%
Altisource Portfolio Solutions SA (Luxembourg)*^(a)		50,616	$	1,644


Road & Rail 0.31%
Zipcar, Inc.*		16,600		428


Semiconductors & Semiconductor Equipment 3.58%
CEVA, Inc.*		32,900		1,006
Inphi Corp.*		85,031		1,835
MaxLinear, Inc. Class A*		84,461		793
RDA Microelectronics, Inc. ADR*		93,100		1,224

Total				4,858


Software 5.21%
ChinaCache International Holdings Ltd. ADR*		44,139		742
Convio, Inc.*		103,200		1,263
Synchronoss Technologies, Inc.*		62,994		2,032
VanceInfo Technologies, Inc. ADR*		41,863		1,346
Velti plc (Ireland)*^(a)		91,874		1,693

Total				7,076


Specialty Retail 6.75%
Body Central Corp.*		109,069		2,637
Hibbett Sports, Inc.*		71,536		2,703
Monro Muffler Brake, Inc.		19,946		606
Select Comfort Corp.*		106,600		1,692
Zumiez, Inc.*		54,339		1,527

Total				9,165


Trading Companies & Distributors 1.01%
Rush Enterprises, Inc. Class A*		64,900		1,367

Total Common Stocks (cost $99,914,542)				133,501


Investments	Principal Amount (000)		Fair Value (000)
SHORT-TERM INVESTMENT 1.99%

Repurchase Agreement
Repurchase Agreement dated 4/29/2011, 0.01% due 5/2/2011 with Fixed Income Clearing Corp. collateralized by $2,540,000 of Federal National Mortgage Assoc. at 4.75% due 11/19/2012; value: $2,762,250; proceeds: $2,702,951 (cost $2,702,949)	$	2,703	$	2,703

Total Investments in Securities 100.24% (cost $102,617,491)			$	136,204

Liabilities in Excess of Other Assets (0.24%)				(327	)

Net Assets 100.00%			$	135,877


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

See Notes to Financial Statements.

Schedule of Investments (unaudited)

MICRO CAP VALUE FUND April 30, 2011


Investments	Shares		Fair Value (000)
COMMON STOCKS 96.36%

Aerospace & Defense 0.52%
CPI Aerostructures, Inc.*		57,900	$	805


Auto Components 2.71%
Drew Industries, Inc.		88,200		2,123
Modine Manufacturing Co.*		115,792		2,062

Total				4,185


Automobiles 1.29%
Dorman Products, Inc.*		51,200		1,997


Chemicals 7.60%
Balchem Corp.		36,800		1,461
KMG Chemicals, Inc.		121,448		2,501
LSB Industries, Inc.*		68,000		2,744
OMNOVA Solutions, Inc.*		135,900		1,155
Quaker Chemical Corp.		43,900		1,983
TPC Group, Inc.*		47,600		1,877

Total				11,721


Commercial Banks 8.17%
Bancorp Rhode Island, Inc.		12,998		577
Bank of Marin Bancorp		20,300		764
Bryn Mawr Bank Corp.		57,482		1,158
MidSouth Bancorp, Inc.		125,100		1,771
Northrim BanCorp, Inc.		29,674		594
Sandy Spring Bancorp, Inc.		104,700		1,871
SCBT Financial Corp.		29,600		954
Southern National Bancorp of Virginia, Inc.*		89,500		635
Sterling Bancorp		220,500		2,282
Washington Banking Co.		141,901		1,985

Total				12,591


Commercial Services & Supplies 8.93%
CDI Corp.		78,400		1,162
McGrath RentCorp		69,100		1,962
Metalico, Inc.*		135,019		856


Investments	Shares		Fair Value (000)
Mobile Mini, Inc.*		115,200	$	2,870
Multi-Color Corp.		158,632		3,277
Team, Inc.*		70,600		1,761
TMS International Corp. Class A*		134,700		1,879

Total				13,767


Communications Equipment 2.24%
Anaren, Inc.*		91,200		1,513
Bel Fuse, Inc. Class B		96,500		1,943

Total				3,456


Computers & Peripherals 1.25%
Electronics for Imaging, Inc.*		46,600		837
Rimage Corp.		72,769		1,089

Total				1,926


Construction & Engineering 1.78%
Michael Baker Corp.*		27,126		669
MYR Group, Inc.*		83,400		2,079

Total				2,748


Diversified Consumer Services 0.26%
CPI Corp.		22,100		397


Diversified Financial Services 1.16%
Marlin Business Services Corp.*		146,728		1,789


Electrical Equipment 1.70%
AZZ, Inc.		16,700		731
Powell Industries, Inc.*		47,900		1,893

Total				2,624


Electronic Equipment, Instruments & Components 4.02%
CTS Corp.		199,925		2,197
Daktronics, Inc.		3,788		41
Mercury Computer Systems, Inc.*		100,500		1,941

See Notes to Financial Statements.

Schedule of Investments (unaudited)(continued)

MICRO CAP VALUE FUND April 30, 2011


Investments	Shares		Fair Value (000)
Electronic Equipment, Instruments & Components (continued)
Methode Electronics, Inc.		163,300	$	2,018

Total				6,197


Energy Equipment & Services 1.23%
Tesco Corp.*		100,700		1,894


Food & Staples Retailing 0.67%
Pantry, Inc. (The)*		66,400		1,028


Food Products 2.37%
Overhill Farms, Inc.*		594,457		3,662


Gas Utilities 0.82%
Chesapeake Utilities Corp.		29,400		1,258


Health Care Equipment & Supplies 3.25%
ICU Medical, Inc.*		53,600		2,418
Merit Medical Systems, Inc.*		110,900		2,586

Total				5,004


Health Care Providers & Services 2.69%
Almost Family, Inc.*		34,469		1,195
American Dental Partners, Inc.*		18,980		250
Continucare Corp.*		399,600		2,142
CorVel Corp.*		10,920		566

Total				4,153


Health Care Technology 0.66%
Transcend Services, Inc.*		41,900		1,011


Hotels, Restaurants & Leisure 2.64%
Famous Dave’s of America, Inc.*		63,000		621
Marcus Corp. (The)		81,732		906
Summit Hotel Properties, Inc.*		224,000		2,538

Total				4,065


Investments	Shares		Fair Value (000)
Insurance 1.13%
Donegal Group, Inc. Class A		128,308	$	1,750


Life Sciences Tools & Services 0.83%
Kendle International, Inc.*		128,000		1,286


Machinery 8.71%
Columbus McKinnon Corp.*		105,800		2,116
Commercial Vehicle Group, Inc.*		166,328		2,871
Dynamic Materials Corp.		62,600		1,629
Kadant, Inc.*		91,352		2,818
L.B. Foster Co. Class A		57,661		2,454
RBC Bearings, Inc.*		39,220		1,540

Total				13,428


Metals & Mining 1.63%
Universal Stainless & Alloy Products, Inc.*		69,231		2,510


Paper & Forest Products 0.97%
Neenah Paper, Inc.		63,970		1,492


Personal Products 1.22%
Medifast, Inc.*		95,200		1,880


Professional Services 4.68%
Barrett Business Services, Inc.		117,100		1,888
Exponent, Inc.*		37,039		1,589
Kforce, Inc.*		117,700		1,842
SFN Group, Inc.*		180,000		1,895

Total				7,214


Road & Rail 2.29%
Celadon Group, Inc.*		100,600		1,486
Marten Transport Ltd.		91,203		2,039

Total				3,525

See Notes to Financial Statements.

Schedule of Investments (unaudited)(concluded)

MICRO CAP VALUE FUND April 30, 2011


Investments	Shares		Fair Value (000)
Semiconductors & Semiconductor Equipment 3.48%
FormFactor, Inc.*		143,100	$	1,484
Lattice Semiconductor Corp.*		310,300		2,107
Pericom Semiconductor Corp.*		194,777		1,770

Total				5,361


Software 2.16%
Radiant Systems, Inc.*		120,103		2,393
Smith Micro Software, Inc.*		121,399		937

Total				3,330


Specialty Retail 3.98%
America’s Car-Mart, Inc.*		64,800		1,586
Pier 1 Imports, Inc.*		181,355		2,209
Shoe Carnival, Inc.*		80,200		2,348

Total				6,143


Thrifts & Mortgage Finance 2.61%
First PacTrust Bancorp, Inc.		87,800		1,360
Radian Group, Inc.		126,991		753
Territorial Bancorp, Inc.		95,300		1,913

Total				4,026


Trading Companies & Distributors 5.05%
Essex Rental Corp.*		271,100		1,955
H&E Equipment Services, Inc.*		54,666		1,088
Rush Enterprises, Inc. Class A*		19,000		400
Rush Enterprises, Inc. Class B*		108,901		2,015
SeaCube Container Leasing Ltd.		143,200		2,324

Total				7,782


Transportation Infrastructure 1.66%
CAI International, Inc.*		101,600		2,556

Total Common Stocks (cost $116,816,143)				148,561


Investments	Principal Amount (000)		Fair Value (000)
SHORT-TERM INVESTMENT 3.34%

Repurchase Agreement
Repurchase Agreement dated 4/29/2011, 0.01% due 5/2/2011 with Fixed Income Clearing Corp. collateralized by $4,945,000 of Federal Home Loan Mortgage Corp. at 4.625% due 10/25/2012; value: $5,254,063; proceeds: $5,146,075 (cost $5,146,071)	$	5,146	$	5,146

Total Investments in Securities 99.70% (cost $121,962,214)				153,707

Other Assets in Excess of Liabilities 0.30%				466

Net Assets 100.00%			$	154,173


*		Non-income producing security.

See Notes to Financial Statements.

Statements of Assets and Liabilities (unaudited)

April 30, 2011


	Micro Cap Growth Fund			Micro Cap Value Fund
ASSETS:
Investments in securities, at cost		$102,617,491			$121,962,214
Investments in securities, at fair value		$136,204,353			$153,706,530
Receivables:
Dividends		–			33,274
Investment securities sold		1,103,828			1,769,207
Capital shares sold		27,771			47,430
Prepaid expenses and other assets		774			8,677
Total assets		137,336,726			155,565,118
LIABILITIES:
Payables:
Investment securities purchased		1,243,557			1,110,768
Capital shares reacquired		–			29,548
Management fee		160,708			186,534
12b-1 distribution fees		3,691			7,954
Fund administration		4,286			4,974
Trustees’ fees		5,960			7,978
To affiliate (See Note 3)		14,519			14,398
Accrued expenses		27,128			30,029
Total liabilities		1,459,849			1,392,183
NET ASSETS		$135,876,877			$154,172,935
COMPOSITION OF NET ASSETS:
Paid-in capital		$ 93,618,237			$130,987,300
Accumulated net investment loss		(1,040,701	)		(674,014	)
Accumulated net realized gain (loss) on investments		9,712,479			(7,884,667	)
Net unrealized appreciation on investments		33,586,862			31,744,316
Net Assets		$135,876,877			$154,172,935
Net assets by class:
Class A Shares		$ 18,238,172			$ 38,158,164
Class I Shares		$117,638,705			$116,014,771
Outstanding shares by class (unlimited number of authorized shares of beneficial interest):
Class A Shares		954,146			1,392,989
Class I Shares		5,958,182			4,127,344
Net asset value, offering and redemption price per share (Net assets divided by outstanding shares):
Class A Shares–Net asset value		$19.11			$27.39
Class A Shares–Maximum offering price (Net asset value plus sales charge of 5.75%)		$20.28			$29.06
Class I Shares–Net asset value		$19.74			$28.11

See Notes to Financial Statements.

Statements of Operations (unaudited)

For the Six Months Ended April 30, 2011


	Micro Cap Growth Fund			Micro Cap Value Fund
Investment income:
Dividends	$	33,280		$	585,430
Interest		279			456
Total investment income		33,559			585,886
Expenses:
Management fee		881,726			1,028,113
12b-1 distribution plan-Class A		19,479			43,091
Shareholder servicing		10,322			17,722
Professional		19,998			20,031
Reports to shareholders		2,520			2,871
Fund administration		23,513			27,416
Custody		1,804			5,610
Trustees’ fees		1,678			1,943
Registration		12,002			12,162
Subsidy (See Note 3)		94,102			91,509
Other		1,586			1,874
Gross expenses		1,068,730			1,252,342
Expense reductions (See Note 7)		(18	)		(36	)
Net expenses		1,068,712			1,252,306
Net investment loss		(1,035,153	)		(666,420	)
Net realized and unrealized gain:
Net realized gain on investments		18,844,478			7,596,544
Net change in unrealized appreciation/depreciation on investments		7,608,384			14,800,270
Net realized and unrealized gain		26,452,862			22,396,814
Net Increase in Net Assets Resulting From Operations	$	25,417,709		$	21,730,394

See Notes to Financial Statements.

Statements of Changes in Net Assets


	Micro Cap Growth Fund
INCREASE IN NET ASSETS	For the Six Months Ended April 30, 2011 (unaudited)			For the Year Ended October 31, 2010
Operations:
Net investment loss	$	(1,035,153	)	$	(1,532,943	)
Net realized gain on investments		18,844,478			8,577,797
Net change in unrealized appreciation on investments		7,608,384			19,340,151
Net increase in net assets resulting from operations		25,417,709			26,385,005
Capital share transactions (See Note 11):
Net proceeds from sales of shares		13,673,147			14,080,656
Cost of shares reacquired		(7,026,158	)		(1,048,047	)
Net increase in net assets resulting from capital share transactions		6,646,989			13,032,609
Net increase in net assets		32,064,698			39,417,614
NET ASSETS:
Beginning of period	$	103,812,179		$	64,394,565
End of period	$	135,876,877		$	103,812,179
Accumulated net investment loss	$	(1,040,701	)	$	(5,548	)

See Notes to Financial Statements.

Statements of Changes in Net Assets (concluded)


	Micro Cap Value Fund
INCREASE IN NET ASSETS	For the Six Months Ended April 30, 2011 (unaudited)			For the Year Ended October 31, 2010
Operations:
Net investment loss	$	(666,420	)	$	(1,313,667	)
Net realized gain on investments		7,596,544			6,709,371
Net change in unrealized appreciation/depreciation on investments		14,800,270			16,958,204
Net increase in net assets resulting from operations		21,730,394			22,353,908
Capital share transactions (See Note 11):
Net proceeds from sales of shares		27,253,072			14,238,285
Cost of shares reacquired		(10,817,729	)		(1,292,071	)
Net increase in net assets resulting from capital share transactions		16,435,343			12,946,214
Net increase in net assets		38,165,737			35,300,122
NET ASSETS:
Beginning of period	$	116,007,198		$	80,707,076
End of period	$	154,172,935		$	116,007,198
Accumulated net investment loss	$	(674,014	)	$	(7,594	)

See Notes to Financial Statements.

Financial Highlights

MICRO CAP GROWTH FUND


	Class A Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$15.47			$11.32			$ 9.07			$17.36			$14.18			$14.24


Investment operations:

Net investment loss^(a)		(.17	)		(.27	)		(.19	)		(.24	)		(.26	)		(.24	)

Net increase from payment by an affiliate for net loss realized on disposal of investments purchased/sold in error		–			–			–			–			–	^(b)		–

Net realized and unrealized gain (loss)		3.81			4.42			2.44			(7.71	)		5.83			2.05


Total from investment operations		3.64			4.15			2.25			(7.95	)		5.57			1.81


Distributions to shareholders from:

Net realized gain		–			–			–			(.34	)		(2.39	)		(1.87	)

Net asset value, end of period		$19.11			$15.47			$11.32			$ 9.07			$17.36			$14.18


Total Return^(c)		23.53	%^(d)		36.66	%		24.81	%		(46.57	)%		45.19	%^(e)		14.29	%

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.01	%^(d)		2.10	%		2.09	%		2.09	%		2.10	%		2.10	%

Expenses, including expense reductions, management fee waived and expenses reimbursed		1.01	%^(d)		2.10	%		2.09	%		2.09	%		2.09	%		2.10	%

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.01	%^(d)		2.11	%		2.30	%		2.23	%		2.48	%		3.26	%

Net investment loss		(.98	)%^(d)		(2.03	)%		(1.99	)%		(1.88	)%		(1.76	)%		(1.83	)%

Supplemental Data:
Net assets, end of period (000)		$18,238			$13,779			$10,421			$5,264			$9,882			$5,445

Portfolio turnover rate		64.34	%^(d)		115.89	%		147.34	%		173.93	%		205.25	%		222.48	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Amount less than $.01.

^(c)

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

^(d)

Not annualized.

^(e)

The effect of payment by an affiliate for violation of an investment restriction on total return is less than .01%.

See Notes to Financial Statements.

Financial Highlights (concluded)

MICRO CAP GROWTH FUND


	Class I Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$15.96			$11.65			$ 9.31			$17.76			$14.43			$14.43


Investment operations:

Net investment loss^(a)		(.15	)		(.24	)		(.17	)		(.22	)		(.24	)		(.22	)

Net increase from payment by an affiliate for net loss realized on disposal of investments purchased/sold in error		–			–			–			–			–	^(b)		–

Net realized and unrealized gain (loss)		3.93			4.55			2.51			(7.89	)		5.96			2.09


Total from investment operations		3.78			4.31			2.34			(8.11	)		5.72			1.87


Distributions to shareholders from:

Net realized gain		–			–			–			(.34	)		(2.39	)		(1.87	)

Net asset value, end of period		$19.74			$15.96			$11.65			$ 9.31			$17.76			$14.43


Total Return^(c)		23.68	%^(d)		37.00	%		25.13	%		(46.41	)%		45.49	%^(e)		14.56	%

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.88	%^(d)		1.85	%		1.85	%		1.84	%		1.85	%		1.85	%

Expenses, including expense reductions, management fee waived and expenses reimbursed		.88	%^(d)		1.85	%		1.85	%		1.84	%		1.84	%		1.85	%

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.88	%^(d)		1.86	%		2.05	%		1.98	%		2.04	%		3.04	%

Net investment loss		(.86	)%^(d)		(1.78	)%		(1.75	)%		(1.64	)%		(1.52	)%		(1.59	)%

Supplemental Data:
Net assets, end of period (000)		$117,639			$90,033			$53,973			$44,336			$56,463			$1,699

Portfolio turnover rate		64.34	%^(d)		115.89	%		147.34	%		173.93	%		205.25	%		222.48	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Amount less than $.01.

^(c)

Total return assumes the reinvestment of all distributions.

^(d)

Not annualized.

^(e)

The effect of payment by an affiliate for violation of an investment restriction on total return is less than .01%.

See Notes to Financial Statements.

Financial Highlights

MICRO CAP VALUE FUND


	Class A Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$23.33			$18.57			$16.94			$ 28.90			$28.67			$26.96


Investment operations:

Net investment loss^(a)		(.15	)		(.31	)		(.19	)		(.22	)		(.28	)		(.34	)

Net realized and unrealized gain (loss)		4.21			5.07			1.82			(9.79	)		4.89			5.18


Total from investment operations		4.06			4.76			1.63			(10.01	)		4.61			4.84


Distributions to shareholders from:

Net realized gain		–			–			–			(1.95	)		(4.38	)		(3.13	)

Net asset value, end of period		$27.39			$23.33			$18.57			$ 16.94			$28.90			$28.67


Total Return^(b)		17.40	%^(c)		25.63	%		9.62	%		(36.82	)%		18.84	%		20.09	%

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.00	%^(c)		2.06	%		2.10	%		2.09	%		2.09	%		2.10	%

Expenses, including expense reductions, management fee waived and expenses reimbursed		1.00	%^(c)		2.06	%		2.10	%		2.08	%		2.09	%		2.10	%

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.00	%^(c)		2.06	%		2.22	%		2.14	%		2.20	%		2.45	%

Net investment loss		(.57	)%^(c)		(1.48	)%		(1.14	)%		(.95	)%		(1.05	)%		(1.29	)%

Supplemental Data:
Net assets, end of period (000)		$38,158			$30,139			$22,730			$17,522			$25,561			$18,156

Portfolio turnover rate		28.76	%^(c)		48.03	%		42.27	%		56.70	%		37.11	%		50.45	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

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

^(c)

Not annualized.

See Notes to Financial Statements.

Financial Highlights (concluded)

MICRO CAP VALUE FUND


	Class I Shares
	Six Months Ended 4/30/2011 (unaudited)			Year Ended 10/31
	Six Months Ended 4/30/2011 (unaudited)			2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period		$23.91			$18.98			$17.27			$ 29.36			$28.99			$27.17


Investment operations:

Net investment loss^(a)		(.12	)		(.27	)		(.15	)		(.16	)		(.20	)		(.28	)

Net realized and unrealized gain (loss)		4.32			5.20			1.86			(9.98	)	��	4.95			5.23


Total from investment operations		4.20			4.93			1.71			(10.14	)		4.75			4.95


Distributions to shareholders from:

Net realized gain		–			–			–			(1.95	)		(4.38	)		(3.13	)

Net asset value, end of period		$28.11			$23.91			$18.98			$ 17.27			$29.36			$28.99


Total Return^(b)		17.57	%^(c)		25.97	%		9.90	%		(36.68	)%		19.16	%		20.38	%

Ratios to Average Net Assets:

Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.87	%^(c)		1.81	%		1.85	%		1.84	%		1.83	%		1.85	%

Expenses, including expense reductions, management fee waived and expenses reimbursed		.87	%^(c)		1.81	%		1.85	%		1.83	%		1.83	%		1.85	%

Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.87	%^(c)		1.81	%		1.97	%		1.89	%		1.93	%		2.20	%

Net investment loss		(.45	)%^(c)		(1.23	)%		(.90	)%		(.70	)%��		(.71	)%		(1.05	)%

Supplemental Data:
Net assets, end of period (000)		$116,015			$85,868			$57,977			$47,883			$57,664			$3,872

Portfolio turnover rate		28.76	%^(c)		48.03	%		42.27	%		56.70	%		37.11	%		50.45	%

^(a)

Calculated using average shares outstanding during the period.

^(b)

Total return assumes the reinvestment of all distributions.

^(c)

Not annualized.

See Notes to Financial Statements.

Notes to Financial Statements (unaudited)

1. ORGANIZATION

Lord Abbett Securities Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified open-end management investment company and was organized as a Delaware statutory trust on February 26, 1993. The Trust currently consists of ten funds. This report covers the following two funds (separately, a “Fund” and collectively, the “Funds”) and their respective classes: Lord Abbett Micro-Cap Growth Fund (“Micro Cap Growth Fund”), Class A and I shares and Lord Abbett Micro-Cap Value Fund (“Micro Cap Value Fund”), Class A and I shares. The investment objective of both Micro Cap Growth Fund and Micro Cap Value Fund is long-term capital appreciation.

Each class of shares has different expenses and dividends. A front-end sales charge is normally added to the net asset value (“NAV”) for Class A shares. A contingent deferred sales charge (“CDSC”) may apply to certain redemptions of 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 I shares are not subject to any sales charges.

2. SIGNIFICANT ACCOUNTING POLICIES

(a)

(b)

(c)

Investment Income–Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis as earned. Discounts are accreted and premiums are amortized using the effective interest method and are included in Interest income in the Statements of Operations. Investment income is allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day.

Notes to Financial Statements (unaudited)(continued)

(d)

(e)

Expenses–Expenses incurred by the Trust that do not specifically relate to an individual fund are generally allocated to the Funds within the Trust on a pro rata basis by relative net assets. Expenses incurred by the Funds, 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 shares bear class-specific expenses and fees relating to the Funds’ 12b-1 Distribution Plan.

(f)

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

(g)

•

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).

Notes to Financial Statements (unaudited)(continued)

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 April 30, 2011 in valuing each Fund’s investments carried at fair value:


	Micro Cap Growth Fund								Micro 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	$	133,501	$	–	$	–	$	133,501	$	148,561	$	–	$	–	$	148,561
Repurchase Agreement		–		2,703		–		2,703		–		5,146		–		5,146
Total	$	133,501	$	2,703	$	–	$	136,204	$	148,561	$	5,146	$	–	$	153,707

See Schedule of Investments for fair values in each industry.

3. MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Management Fee

The Trust 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.

The management fee is based on each Fund’s average daily net assets at an annual rate of 1.50%, which was the Funds’ annualized effective management fee rate for the six months ended April 30, 2011.

For the period November 1, 2010 through February 29, 2012, Lord Abbett has contractually agreed to waive all or a portion of its management fee for each Fund and, if necessary, reimburse each Fund’s other expenses to the extent necessary so that each class’ total net annual operating expenses, excluding 12b-1 fees, do not exceed an annualized rate of 1.85%. This agreement may be terminated, with respect to each Fund, only upon the approval of the Funds’ Board of Trustees.

The Funds, 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 (the “Alpha Strategy Fund”) of the Trust, pursuant to which each Underlying Fund pays a portion of the expenses (excluding management fees and distribution and service fees) of Alpha Strategy Fund in proportion to the average daily value of the Underlying Fund shares owned by Alpha Strategy Fund. Amounts paid pursuant to the Servicing Arrangement are included in Subsidy expense on each Fund’s Statement of Operations and Payable to affiliate on each Fund’s Statement of Assets and Liabilities.

As of April 30, 2011, the percentages of the Micro Cap Growth Fund’s and Micro Cap Value Fund’s outstanding shares owned by Alpha Strategy Fund were 81.41% and 68.51%, respectively.

Notes to Financial Statements (unaudited)(continued)

12b-1 Distribution Plan

Each Fund has adopted a distribution plan with respect to Class A 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 attributable to Class A at an annual rate of .25%.

Class I shares do not have a distribution plan.

Two Trustees and certain of the Trust’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.

As of October 31, 2010, the capital loss carryforwards, along with the related expiration dates, were as follows:


	2016		2017		Total
Micro Cap Growth Fund	$	5,036,909	$	3,962,488	$	8,999,397
Micro Cap Value Fund		–		15,468,761		15,468,761

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


	Micro Cap Growth Fund			Micro Cap Value Fund
Tax cost	$	102,750,093		$	121,974,664
Gross unrealized gain		34,606,391			34,385,725
Gross unrealized loss		(1,152,131	)		(2,653,859	)
Net unrealized security gain	$	33,454,260		$	31,731,866

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

Notes to Financial Statements (unaudited)(continued)

5. PORTFOLIO SECURITIES TRANSACTIONS

Purchases and sales of investment securities (excluding short-term investments) for the six months ended April 30, 2011 were as follows:


	Purchases		Sales
Micro Cap Growth Fund	$	81,962,112	$	73,986,321
Micro Cap Value Fund		52,511,824		37,931,267

6. TRUSTEES’ REMUNERATION

7. EXPENSE REDUCTIONS

The Trust 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

Each 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. The annual fee to maintain the Facility (of which each participating fund pays its pro rata share based on the net assets of each participating fund) is .15% of the amount available under the Facility. This amount is included in Other expenses on the Funds’ Statements of Operations. In connection with the annual renewal period that commenced December 4, 2009, the Funds paid an upfront commitment fee of .05%, which was amortized through Other expenses on the Statements of Operations over the annual period of the Facility.

On November 22, 2010, each Fund and certain other funds managed by Lord Abbett entered into a short term extension of the Facility through February 2, 2011. On February 3, 2011, the Facility was renewed for an annual period by each Fund and certain other funds managed by Lord Abbett. The amount available under the Facility remained the same. The annual fee to maintain the Facility was reduced from .15% to .125% and the upfront commitment fee of .05% was removed. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. As of April 30, 2011, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the six months ended April 30, 2011.

Notes to Financial Statements (unaudited)(concluded)

9. CUSTODIAN AND ACCOUNTING AGENT

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

10. INVESTMENT RISKS

Each Fund is subject to the general risks and considerations associated with equity investing, as well as the particular risks associated with micro-cap and growth or value stocks. The value of an investment in each Fund will fluctuate in response to movements in the equity securities market in general and to the changing prospects of individual companies in which the Funds invest. Micro-cap companies may be subject to greater risks and may be more sensitive to changes in economic conditions than larger, more established companies. There may be less liquidity in micro-cap company stocks, subjecting them to greater price fluctuations than larger company stocks. In the case of Micro Cap Growth Fund, the growth stocks in which it generally invests may add to the Fund’s volatility. In the case of the Micro Cap Value Fund, the intrinsic value of particular value stocks may not be recognized for a long time.

These factors can affect each Fund’s performance.

11. SUMMARY OF CAPITAL TRANSACTIONS

Transactions in shares of beneficial interest were as follows:


Micro Cap Growth Fund				Six Months Ended April 30, 2011 (unaudited)						Year Ended October 31, 2010
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		64,182		$	1,077,274			7,137		$	93,065
Shares reacquired		(853	)		(14,700	)		(37,187	)		(484,780	)
Increase (decrease)		63,329		$	1,062,574			(30,050	)	$	(391,715	)

Class I Shares
Shares sold		695,145		$	12,595,873			1,049,195		$	13,987,591
Shares reacquired		(378,919	)		(7,011,458	)		(41,760	)		(563,267	)
Increase		316,226		$	5,584,415			1,007,435		$	13,424,324

Micro Cap Value Fund				Six Months Ended April 30, 2011 (unaudited)						Year Ended October 31, 2010
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		112,325		$	2,764,639			87,076		$	1,901,984
Shares reacquired		(11,221	)		(283,915	)		(19,187	)		(412,148	)
Increase		101,104		$	2,480,724			67,889		$	1,489,836

Class I Shares
Shares sold		914,737		$	24,488,433			577,917		$	12,336,301
Shares reacquired		(379,049	)		(10,533,814	)		(40,182	)		(879,923	)
Increase		535,688		$	13,954,619			537,735		$	11,456,378

Approval of Advisory Contracts

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

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

As to Micro Cap Growth Fund, the Board noted the difficulty of comparing the Fund to an appropriate performance universe and peer expense group, given the limited number of registered investment companies having a similar investment objective, and considered the investment performance of the Fund in comparison to a performance universe of small-cap core funds. The Board observed that the investment performance of the Class A shares of the Fund was in the

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

As to Micro-Cap Value Fund, the Board noted the difficulty of comparing the Fund to an appropriate performance universe, given the limited number of registered investment companies having a similar investment objective, and considered the investment performance of the Fund in relation to a performance universe consisting of small-cap core funds. The Board observed that the investment performance of the Class A shares of the Fund was in the second quintile of the performance universe for the nine-month and five-year periods, the fifth quintile for the one-year period, the third quintile for the three-year period, and the first quintile for the ten-year period. The Board also observed that the investment performance was lower than that of the Lipper Small-Cap Core Index for the nine-month, one-year, and three-year periods and higher than that of the Index for the five-year and ten-year periods.

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

As to Micro Cap Growth Fund, the Board noted the difficulty in finding an appropriate universe of funds for purposes of expense comparisons, given the limited number of registered investment companies having a similar investment objective, and instead considered the relationship of the Fund’s expenses to those of a group of small-cap core, small-cap value, and small-cap growth funds, but recognized that the comparison was of limited utility, given the inherent differences between micro-cap equity funds and small-cap equity funds. The Board observed that for the fiscal year ended October 31, 2009 the contractual management and administrative services fees were approximately thirty-nine basis points above the median of the peer group and the actual management and administrative services fees were approximately forty-two basis points above the median of the peer group. The Board observed that for the fiscal year ended October 31, 2009 the total expense ratio of Class A was approximately forty-nine basis points above the median of the peer group and the total expense ratio of Class I was approximately forty-nine basis points above the median of the peer group. The Board also observed that it and Lord Abbett had agreed to an expense reimbursement agreement that had the effect of limiting the total expense ratio of Class A to 2.10% and the total expense ratio of Class I to 1.85%, that Lord Abbett proposed to renew the

agreement through February 29, 2012, and that those expense ratios were the same as those used in the peer group comparisons. The Board also observed the Fund was offered only to institutional investors, employees of Lord Abbett, and Alpha Strategy Fund.

As to Micro Cap Value Fund, the Board noted the difficulty in finding an appropriate universe of funds for purposes of expense comparisons, given the limited number of the registered investment companies having a similar investment objective, and instead considered the relationship of the Fund’s expenses to those of a group of small-cap core, small-cap value, and small-cap growth funds, but recognized that the comparison was of limited utility, given the inherent differences between micro-cap equity funds and small-cap equity funds. The Board observed that for the fiscal year ended October 31, 2009 the contractual management and administrative services fees were approximately thirty-nine basis points above the median of the peer group and the actual management and administrative services fees were approximately fifty-two basis points above the median of the peer group. The Board observed that for the fiscal year ended October 31, 2009 the total expense ratio ratios of Class A and Class I were approximately fifty basis points above the median of the peer group. The Board also observed that it and Lord Abbett had agreed to an expense reimbursement agreement that had the effect of limiting the total expense ratio of Class A to 2.10% and the total expense ratio of Class I to 1.85%, that Lord Abbett proposed to renew the agreement through February 29, 2012, and that those expense ratios were the same as those used in the peer group comparisons. The Board also observed that the Fund was offered only to institutional investors, employees of Lord Abbett, and Alpha Strategy Fund.

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

Other Benefits to Lord Abbett. As to each Fund, the Board considered the character and amount of fees paid by the Fund and the Fund’s shareholders to Lord Abbett and the Distributor for services other than investment advisory services. The Board also considered the revenues and profitability of Lord Abbett’s investment advisory business apart from its mutual fund business, and the intangible benefits enjoyed by Lord Abbett by virtue of its relationship with the Fund. The Board observed that the Distributor receives 12b-1 fees from certain of the Lord Abbett Funds as to shares held in accounts for which there is no other broker of record, may retain a portion of the 12b-1

fees from the Funds, and receives a portion of the sales charges on sales and redemptions of some classes of shares. In addition, the Board observed that Lord Abbett accrues certain benefits for its business of providing investment advice to clients other than the Lord Abbett Funds, but that that business also benefits the Funds. The Board also noted that Lord Abbett, as disclosed in the prospectuses of the Funds, has entered into revenue sharing arrangements with certain entities that distribute shares of the Funds. The Board also took into consideration the investment research that Lord Abbett receives as a result of Fund brokerage transactions.

Householding

The Trust 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

Shareholder Reports and Quarterly Portfolio Disclosure

The Funds are required to file their complete schedule of portfolio holdings with the SEC for their first and third fiscal quarters on Form N-Q. Copies of the filings are available without charge, upon request on the SEC’s Website at www.sec.gov and may be available by calling Lord Abbett at 888-522-2388. You can also obtain copies of Form N-Q by (i) visiting the SEC’s Public Reference Room in Washington, DC (information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330); (ii) sending your request and duplicating fee to the SEC’s Public Reference Section, Washington, DC 20549-1520; or (iii) sending your request electronically, after paying a duplicating fee, to publicinfo@sec.gov.

LOGO

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 Securities Trust

Micro-Cap Growth Fund

Micro-Cap Value Fund

LAMCVF-3-0411

(06/11)

Item 2:

Code of Ethics.

Not applicable.

Item 3:

Audit Committee Financial Expert.

Not applicable.

Item 4:

Principal Accountant Fees and Services.

Not applicable.

Item 5:

Audit Committee of Listed Registrants.

Not applicable.

Item 6:

Investments.

Not applicable.

Item 7:

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

Not applicable.

Item 8:

Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9:

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

Not applicable.

Item 10:

Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11:

Controls and Procedures.

(a)

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

(b)

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

Item 12:

Exhibits.


		(a)(1)		Amendments to Code of Ethics – Not applicable.

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

		(a)(3)		Not applicable.

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

SIGNATURES

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


		LORD ABBETT SECURITIES TRUST

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

Date: June 23, 2011


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

Date: June 23, 2011

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


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

Date: June 23, 2011


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

Date: June 23, 2011

Lord Abbett Micro Cap Growth Fund (LMIYX) N-CSRSCertified semi-annual shareholder report (management investment company)