<Page> UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act File Number 811-06650 Lord Abbett Research Fund, Inc. ------------------------------- (Exact name of Registrant as specified in charter) 90 Hudson Street, Jersey City, NJ 07302 --------------------------------------- (Address of principal executive offices) (zip code) Christina T. Simmons, Vice President & Assistant Secretary 90 Hudson Street, Jersey City, NJ 07302 --------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (800) 201-6984 -------------- Date of fiscal year end: 11/30 ----- Date of reporting period: 11/30/2003 ---------- <Page> ITEM 1: Report to Shareholders. <Page> LORD ABBETT [LORD ABBETT LOGO] 2003 ANNUAL REPORT LORD ABBETT AMERICA'S VALUE FUND FOR THE YEAR ENDED NOVEMBER 30, 2003 <Page> - -------------------------------------------------------------------------------- LORD ABBETT AMERICA'S VALUE FUND ANNUAL REPORT FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2003 DEAR SHAREHOLDER: We are pleased to provide you with this twelve-month overview of the Lord Abbett America's Value Fund's strategies and performance for the fiscal year ended November 30, 2003. On this and the following pages, we discuss the major factors that influenced performance. 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, /s/ Robert S. Dow ROBERT S. DOW CHAIRMAN - -------------------------------------------------------------------------------- Q: WHAT WERE THE OVERALL MARKET CONDITIONS OF THE REPORTING PERIOD? A: War and general geopolitical concerns had a negative effect on the psyche of businesses and consumers during the first part of the period. Corporations entered the first quarter of 2003 cautiously and remained wary, selling existing inventories and implementing layoffs, as the economy continued to decelerate. The unemployment rate rose during the period, reaching 6.4% by June 2003. But, as the coalition's war effort made clear progress in the early spring, the fog of global uncertainty lifted, and broad equity indices experienced meaningful advances. In June, the Federal Reserve Board (the "Fed") cut interest rates by 25 basis points to 1%, in a continued attempt to spark the economy. With interest rates at levels not seen for over 40 years, the Fed is attempting a variety of measures to promote and sustain economic growth. Over the past year, the U.S. dollar weakened versus the euro. A weaker dollar can translate into more competitive pricing for U.S. goods overseas. Additionally, imports can become more expensive and less attractive to the U.S. consumer, resulting in higher sales of American-made goods within the U.S.--providing further stimulus for economic growth. During the second quarter of 2003, President Bush signed into law a tax reform/economic stimulus package with accelerated tax cuts and dividend exclusions. The U.S. economy continued to show signs of improvement during the third quarter of 2003, as domestic growth prospects and reported corporate profits improved. Further evidence of an economic recovery sparked the equity markets, adding to the market gains experienced in the second quarter. For the reporting period, major indices advanced, but concerns over future growth grew as the summer ended. As the economy entered the final months of 2003, early gross domestic 1 <Page> - -------------------------------------------------------------------------------- product (GDP) numbers announced showed that the U.S. economy expanded by an 8.2% rate in the third quarter, well ahead of expectations and up from the 3.3% growth rate reported for the second quarter. In addition, productivity data, an important gauge for inflation, remained strong in the fourth quarter and can be an important signal that interest rates may remain low in the near term. As the period came to a close, October's employment report showed an increase of 126,000 jobs and the unemployment rate dropped to 5.9% in November--an encouraging sign as the economy enters 2004. Q: HOW DID THE FUND PERFORM OVER THE FISCAL YEAR ENDED NOVEMBER 30, 2003? A: For the fiscal year ended November 30, 2003, Lord Abbett America's Value Fund returned 12.0% reflecting the performance at the Net Asset Value (NAV) of Class A shares, with all distributions reinvested for the fiscal year ended November 30, 2003, underperforming the S&P 500 Index (the "Index"),(1) which returned 15.1% over the same period. STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS, which reflect performance at the maximum 5.75% sales charge applicable to Class A share investments and include the reinvestment of all distributions, as of November 30, 2003 are: 1 Year: 5.50% and Since Inception (12/27/01): 0.08%. Q: WHAT WERE THE MOST SIGNIFICANT FACTORS AFFECTING PERFORMANCE? EQUITY PORTION A: During the period, stock selection in the consumer discretionary sector detracted from performance, as margin reductions and weaker sales lowered the net income of certain Fund holdings. In addition, stock selection within the materials sector negatively impacted the Fund, as higher raw material costs in certain holdings impacted quarterly earnings. A large underweight in the information technology sector also hurt the Fund's performance relative to the Index, as the sector experienced strong returns. Stock selection and an underweight within the healthcare sector contributed positively to performance during the Fund's fiscal year. Higher net income from the introduction of new products in certain companies benefited the Fund. In addition, overweight within the utilities sector added to the Fund's relative performance versus the Index. FIXED-INCOME PORTION A. The fixed-income component of the Fund benefited from its flexible investment parameters, which allow the portfolio managers to allocate assets among a broad range of fixed-income investments, depending on market opportunity. Accordingly, the portfolio focused on the sectors and companies that offered the potential to benefit from 2 <Page> - -------------------------------------------------------------------------------- the increased demand, due to stronger corporate profits and greater access to credit generated by an improving economy. The portfolio also de-emphasized U.S. Treasury and high-grade bonds, as yields in those sectors remained near record lows and relative value was poor. Performance was broad-based in the convertible securities market, with major contributions from securities in the automotive, media, electronics, health services and paper sectors. Performance in the telecommunications sector was less consistent with one specific credit contributing significantly to performance and another detracting. The securities of a major wholesale food supplier also detracted from performance in the year. The strongest contributors in the high-yield bond market included securities in the electric, chemical and paper sectors. Health services and a specific chemical credit were among the detractors in the period. (1) The S&P 500 Index is widely regarded as the standard for measuring large-cap U.S. stock market performance and includes a representative sample of leading companies in leading industries. Indices are unmanaged, do not reflect the deduction of fees or expenses and are not available for direct investment. IMPORTANT PERFORMANCE AND OTHER INFORMATION The views of the Fund's management and the portfolio holdings described in this report are as of November 30, 2003; these views and portfolio holdings may have changed subsequent to this date and they do not guarantee the future performance of the markets or the Fund. Information provided in this report should not be considered a recommendation to purchase or sell securities. A NOTE ABOUT RISK: See Notes to Financial Statements for a discussion of investment risks. For a more detailed discussion of the risks associated with the Fund, please see the Fund's Prospectus. PERFORMANCE: PERFORMANCE DATA QUOTED ABOVE IS HISTORICAL. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. BECAUSE OF ONGOING MARKET VOLATILITY, FUND PERFORMANCE MAY BE SUBJECT TO SUBSTANTIAL FLUCTUATION. The investment return and principal value of an investment in the Fund will fluctuate so that shares, on any given day or when redeemed, may be worth more or less than their original cost. Except where noted, comparative fund performance does not account for the deduction of sales charges and would be different if sales charges were included. The Fund offers additional classes of shares with distinct pricing options. For a full description of the differences in pricing alternatives, please see the Fund's Prospectus. The Fund is actively managed and, as a result, asset allocation may change. Sectors may include many industries. MUTUAL FUNDS ARE NOT INSURED BY THE FDIC, ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR GUARANTEED BY BANKS, AND ARE SUBJECT TO INVESTMENT RISKS INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. YOU CAN OBTAIN PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH END (AVAILABLE WITHIN SEVEN BUSINESS DAYS OF THE MOST RECENT MONTH END) BY CALLING LORD ABBETT AT 800-821-5129 OR REFER TO OUR WEBSITE AT www.LordAbbett.com. FOR MORE COMPLETE INFORMATION ABOUT ANY LORD ABBETT MUTUAL FUND, INCLUDING RISKS, INVESTMENT OBJECTIVES, CHARGES AND ONGOING EXPENSES, PLEASE CALL YOUR INVESTMENT PROFESSIONAL OR LORD ABBETT DISTRIBUTOR LLC AT 888-522-2388 FOR A PROSPECTUS. AN INVESTOR SHOULD READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. 3 <Page> - -------------------------------------------------------------------------------- INVESTMENT COMPARISON Below is a comparison of a $10,000 investment in Class A shares with the same investment in the S&P 500(R) Index assuming reinvestment of all dividends and distributions. The performance of other classes will be greater than or less than the performance shown in the graph below due to different sales loads and expenses applicable to such classes. The graph and performance table below do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. [CHART] <Table> <Caption> THE FUND (CLASS A SHARES) THE FUND (CLASS A SHARES) AT NET ASSET VALUE AT MAXIMUM OFFERING PRICE(1) S&P 500(R) INDEX(2) 12/27/2001 $ 10,000 $ 9,425 $ 10,000 3/31/2002 $ 10,739 $ 10,122 $ 10,028 6/30/2002 $ 10,163 $ 9,579 $ 8,685 9/30/2002 $ 8,818 $ 8,311 $ 7,185 12/31/2002 $ 9,232 $ 8,701 $ 7,791 3/31/2003 $ 8,671 $ 8,172 $ 7,546 6/30/2003 $ 9,708 $ 9,150 $ 8,707 9/30/2003 $ 9,997 $ 9,422 $ 8,938 11/30/2003 $ 10,627 $ 10,016 $ 9,526 </Table> FISCAL YEAR-END 11/30 AVERAGE ANNUAL TOTAL RETURN AT MAXIMUM APPLICABLE SALES CHARGE FOR THE YEAR ENDED NOVEMBER 30, 2003 <Table> <Caption> 1 YEAR LIFE OF CLASS CLASS A(3) 5.50% 0.08% CLASS B(4) 7.35% 0.53% CLASS C(5) 11.27% 2.62% CLASS P(6) 12.03% 3.18% CLASS Y(7) 12.47% 3.59% </Table> (1) Reflects the deduction of the maximum initial sales charge of 5.75% (2) Performance of the unmanaged Index does not reflect transaction costs, management fees or sales charges. The performance of the Index is not necessarily representative of the Fund's performance. Performance of the Index begins on December 31, 2001. (3) Class A shares were first offered on December 27, 2001. Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended November 30, 2003 using the SEC-required uniform method to compute such return. (4) Class B shares were first offered on December 27, 2001. Performance reflects the deduction of a CDSC of 4% for 1 year and life of the class. (5) Class C shares were first offered on December 27, 2001. The 1% CDSC for Class C shares normally applies before the anniversary of the purchase date. Performance is at net asset value. (6) Class P shares were first offered on December 27, 2001. Performance is at net asset value. (7) Class Y shares were first offered on December 27, 2001. Performance is at net asset value. 4 <Page> SCHEDULE OF INVESTMENTS NOVEMBER 30, 2003 <Table> <Caption> SHARES INVESTMENTS (000) VALUE - -------------------------------------------------------------------------------------------------------- LONG-TERM INVESTMENTS 91.98% COMMON STOCKS 61.26% AUTO COMPONENTS 0.98% Dana Corp. 87 $ 1,403,556 ------------- CHEMICALS 7.40% Crompton Corp. 181 1,095,655 Dow Chemical Co. 89 3,345,705 Eastman Chemical Co. 98 3,499,227 IMC Global, Inc. 93 674,656 Monsanto Co. 74 1,993,320 ------------- TOTAL 10,608,563 ------------- COMMERCIAL SERVICES & SUPPLIES 1.52% R.R. Donnelley & Sons Co. 78 2,177,456 ------------- CONTAINERS & PACKAGING 0.94% Ball Corp. 24 1,348,395 ------------- DIVERSIFIED TELECOMMUNICATION SERVICES 2.10% SBC Communications, Inc. 129 3,005,448 ------------- ELECTRIC UTILITIES 5.79% Ameren Corp. 79 3,473,031 CMS Energy Corp.* 58 457,620 Northeast Utilities 101 2,006,970 Puget Energy, Inc. 102 2,364,525 ------------- TOTAL 8,302,146 ------------- ENERGY EQUIPMENT & SERVICES 1.39% Halliburton Co. 85 1,994,090 ------------- FOOD & STAPLES RETAILING 0.94% Albertson's, Inc. 64 1,351,280 ------------- FOOD PRODUCTS 4.26% Archer-Daniels-Midland Co. 22 310,093 H. J. Heinz Co. 96 3,480,040 Kellogg Co. 65 2,307,165 ------------- TOTAL 6,097,298 ------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 5 <Page> SCHEDULE OF INVESTMENTS (CONTINUED) NOVEMBER 30, 2003 <Table> <Caption> SHARES INVESTMENTS (000) VALUE - -------------------------------------------------------------------------------------------------------- GAS UTILITIES 1.89% NiSource, Inc. 130 $ 2,705,800 ------------- HOUSEHOLD DURABLES 5.20% Newell Rubbermaid, Inc. 116 2,643,772 Snap-on, Inc. 92 2,752,834 Tupperware Corp. 133 2,052,612 ------------- TOTAL 7,449,218 ------------- INDUSTRIAL CONGLOMERATES 2.00% Hubbell, Inc. 65 2,868,800 ------------- INSURANCE 6.19% Arthur J. Gallagher & CO. 40 1,264,520 Max Re Capital Ltd.(a) 41 845,420 Partner Re Ltd.(a) 24 1,348,424 SAFECO Corp. 37 1,366,195 Travelers Property Casualty Corp. A Shares 87 1,358,760 XL Capital Ltd. Class A(a) 36 2,692,160 ------------- TOTAL 8,875,479 ------------- LEISURE EQUIPMENT & PRODUCTS 0.72% Foot Locker, Inc. 47 1,034,280 ------------- MACHINERY 2.96% CNH Global N.V.(a) 50 690,946 Cummins, Inc. 21 989,385 The Timken Co. 150 2,564,361 ------------- TOTAL 4,244,692 ------------- MULTI-LINE RETAIL 2.37% J.C. Penney Co., Inc. 72 1,791,360 May Department Stores Co. 54 1,609,995 ------------- TOTAL 3,401,355 ------------- OIL & GAS 3.70% ChevronTexaco Corp. 45 3,356,970 EOG Resources, Inc. 9 360,684 Kerr-McGee Corp. 38 1,583,023 ------------- TOTAL 5,300,677 ------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 6 <Page> SCHEDULE OF INVESTMENTS (CONTINUED) NOVEMBER 30, 2003 <Table> <Caption> SHARES INVESTMENTS (000) VALUE - -------------------------------------------------------------------------------------------------------- PAPER & FOREST PRODUCTS 3.61% Georgia-Pacific Corp. 93 $ 2,527,054 Meadwestvaco Corp. 104 2,646,424 ------------- TOTAL 5,173,478 ------------- PHARMACEUTICALS 2.44% Bristol-Myers Squibb Co. 112 2,938,025 Mylan Laboratories, Inc. 22 562,104 ------------- TOTAL 3,500,129 ------------- REAL ESTATE INVESTMENT TRUSTS 2.46% Health Care Properties 40 1,859,548 Healthcare Realty Trust, Inc. 48 1,664,730 ------------- TOTAL 3,524,278 ------------- TRADING COMPANIES & DISTRIBUTORS 2.40% Genuine Parts Co. 109 3,431,320 ------------- TOTAL COMMON STOCKS (Cost $82,643,096) 87,797,738 ============= <Caption> PRINCIPAL INTEREST MATURITY AMOUNT RATE DATE (000) ---- ---- ----- CONVERTIBLE BONDS 9.22% AUTOMOBILES 1.15% Wabash National Corp.+ 3.25% 8/1/2008 $ 1,000 1,647,500 ------------- BIOTECHNOLOGY 1.30% Amgen, Inc. Zero Coupon 3/1/2032 1,000 748,750 Fisher Scientific Int'l., Inc.+ 2.50% 10/1/2023 1,000 1,112,500 ------------- TOTAL 1,861,250 ------------- COMMUNICATIONS EQUIPMENT 0.32% Corning, Inc. 3.50% 11/1/2008 350 460,250 ------------- ELECTRICAL EQUIPMENT 0.64% Artesyn Tech, Inc. 5.50% 8/15/2010 700 920,500 ------------- ELECTRONIC EQUIPMENT & INSTRUMENTS 0.37% Flir Systems, Inc.+ 3.00% 6/1/2023 500 530,625 ------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 7 <Page> SCHEDULE OF INVESTMENTS (CONTINUED) NOVEMBER 30, 2003 <Table> <Caption> PRINCIPAL INTEREST MATURITY AMOUNT INVESTMENTS RATE DATE (000) VALUE - -------------------------------------------------------------------------------------------------------- ENERGY EQUIPMENT & SERVICES 0.35% Hanover Compressor Co. 4.75% 3/15/2008 $ 555 $ 506,438 ------------- FOOD PRODUCTS 0.49% General Mills, Inc. Zero Coupon 10/28/2022 1,000 701,250 ------------- HEALTHCARE PROVIDERS & SERVICES 0.48% Lifepoint Hospitals Holdings 4.50% 6/1/2009 350 348,250 Universal Hlth Services, Inc. 0.426% 6/23/2020 500 331,875 ------------- TOTAL 680,125 ------------- LEISURE EQUIPMENT & PRODUCTS 0.11% Eastman Kodak Co.+ 3.375% 10/15/2033 150 162,750 ------------- MEDIA 1.72% Alloy, Inc.+ 5.375% 8/1/2023 250 249,688 Interpublic Group of Cos. 1.87% 6/1/2006 300 276,750 Lamar Advertising Co. 2.875% 12/31/2010 1,000 997,500 Liberty Media Corp. Class A 3.25% 3/15/2031 750 744,375 Sinclair Broadcast Grp., Inc. 4.875%# 7/15/2018 200 198,000 ------------- TOTAL 2,466,313 ------------- SEMICONDUCTOR EQUIPMENT & PRODUCTS 0.80% RF Micro Devices, Inc. 1.50% 7/1/2010 670 1,147,375 ------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT 0.28% LSI Logic Corp.+ 4.00% 5/15/2010 350 398,562 ------------- SOFTWARE 1.21% Documentum, Inc. 4.50% 4/1/2007 750 927,187 Mentor Graphics Corp. 6.875% 6/15/2007 750 807,188 ------------- TOTAL 1,734,375 ------------- TOTAL CONVERTIBLE BONDS (Cost $11,576,196) 13,217,313 ============= </Table> SEE NOTES TO FINANCIAL STATEMENTS. 8 <Page> SCHEDULE OF INVESTMENTS (CONTINUED) NOVEMBER 30, 2003 <Table> <Caption> INTEREST SHARES INVESTMENTS RATE (000) VALUE - -------------------------------------------------------------------------------------------------------- CONVERTIBLE PREFERRED STOCKS 2.32% AEROSPACE & DEFENSE 0.18% Raytheon Co. 8.25% 5 $ 256,500 ------------- CONTAINERS & PACKAGING 0.19% Temple-Inland, Inc. 7.50% 5 271,500 ------------- DIVERSIFIED FINANCIALS 0.11% Doral Financial Corp.+ 4.75% 1 156,938 ------------- ELECTRIC UTILITIES 0.58% FPL Group, Inc. 8.00% 15 828,000 ------------- HEALTHCARE PROVIDERS & SERVICES 0.30% Anthem, Inc. 6.00% 5 426,450 ------------- INSURANCE 0.55% Chubb Corp. 7.00% 29 789,250 ------------- MEDIA 0.31% Sinclair Broadcast Grp., Inc. 6.00% 10 445,000 ------------- WIRELESS TELECOMMUNICATION SERVICES 0.10% Sprint Corp. 7.125% 25 151,250 ------------- TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $3,246,511) 3,324,888 ============= <Caption> PRINCIPAL MATURITY AMOUNT DATE (000) ---- ----- GOVERNMENT SPONSORED ENTEPRISES PASS-THROUGH AGENCY 0.08% DIVERSIFIED FINANCIALS 0.08% Federal National Mortgage Assoc. (Cost $115,175) 7.00% 1/1/2032 $ 113 119,786 ============= HIGH YIELD CORPORATE BONDS 19.10% AEROSPACE & DEFENSE 0.36% DRS Tech, Inc.+ 6.875% 11/1/2013 500 510,000 ------------- AIR FREIGHT & COURIERS 0.06% Delta Airlines 7.711% 9/18/2011 100 87,955 ------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 9 <Page> SCHEDULE OF INVESTMENTS (CONTINUED) NOVEMBER 30, 2003 <Table> <Caption> PRINCIPAL INTEREST MATURITY AMOUNT INVESTMENTS RATE DATE (000) VALUE - -------------------------------------------------------------------------------------------------------- AIRLINES 0.15% American Airlines 8.608% 4/1/2011 $ 250 $ 220,587 ------------- AUTO COMPONENTS 0.15% Eagle-picher, Inc.+ 9.75% 9/1/2013 200 213,500 ------------- BEVERAGES 0.15% Le-Natures, Inc.+ 9.00% 6/15/2013 200 208,000 ------------- BUILDING PRODUCTS 0.15% Koppers Industry, Inc.+ 9.875% 10/15/2013 200 218,000 ------------- CHEMICALS 0.49% Nalco Company+ 8.875% 11/15/2013 350 365,750 Terra Capital, Inc. 11.50% 6/1/2010 325 336,375 ------------- TOTAL 702,125 ------------- COMMERCIAL SERVICES & SUPPLIES 0.51% Iron Mountain, Inc. 6.625% 1/1/2016 750 735,000 ------------- CONSTRUCTION MATERIALS 0.18% American Standard Cos., Inc. 8.25% 6/1/2009 125 144,375 William Lyon Homes 10.75% 4/1/2013 100 112,625 ------------- TOTAL 257,000 ------------- CONTAINERS & PACKAGING 1.80% Anchor Glass Container 11.00% 2/15/2013 200 231,000 BWAY Corp.+ 10.00% 10/15/2010 200 214,500 Crown Cork & Seal, Inc. 7.375% 12/15/2026 750 663,750 Graham Packaging / GPC Cap. 10.75% 1/15/2009 100 103,750 Owens-Brockway Glass Co. 8.875% 2/15/2009 150 163,125 Rayovac Corp.+ 8.50% 10/1/2013 1,000 1,045,000 Stone Container Corp. 8.375% 7/1/2012 150 161,812 ------------- TOTAL 2,582,937 ------------- DIVERSIFIED TELECOMMUNICATION SERVICES 1.15% Cincinnati Bell, Inc.+ 8.375% 1/15/2014 375 394,687 Qwest Communications Int'l. 7.50% 11/1/2008 750 775,313 Qwest Services Corp.+ 13.50% 12/15/2010 400 472,500 ------------- TOTAL 1,642,500 ------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 10 <Page> SCHEDULE OF INVESTMENTS (CONTINUED) NOVEMBER 30, 2003 <Table> <Caption> PRINCIPAL INTEREST MATURITY AMOUNT INVESTMENTS RATE DATE (000) VALUE - -------------------------------------------------------------------------------------------------------- ELECTRIC UTILITIES 0.41% PSEG Energy Holdings, Inc. 8.625% 2/15/2008 $ 250 $ 266,563 TECO Energy, Inc. 7.50% 6/15/2010 300 319,875 ------------- TOTAL 586,438 ------------- ELECTRONIC EQUIPMENT & INSTRUMENTS 0.08% PerkinElmer, Inc. 8.875% 1/15/2013 100 113,250 ------------- FOOD & STAPLES RETAILING 0.26% Rite Aid Corp. 8.125% 5/1/2010 350 378,000 ------------- FOOD PRODUCTS 1.25% B&G Foods, Inc. 9.625% 8/1/2007 300 310,500 Dole Food Co. 8.875% 3/15/2011 350 380,187 Land O Lakes, Inc. 8.75% 11/15/2011 175 161,875 Michael Foods, Inc.+ 8.00% 11/15/2013 650 669,500 Parmalat Capital Finance(a) 6.625% 8/13/2008 300 273,209 ------------- TOTAL 1,795,271 ------------- HEALTHCARE EQUIPMENT & SUPPLIES 0.27% Medex, Inc.+ 8.875% 5/15/2013 355 382,513 ------------- HEALTHCARE PROVIDERS & SERVICES 1.06% Iasis Healthcare Corp. 8.50% 10/15/2009 250 257,500 Natl. Nephrology Assoc.+ 9.00% 11/1/2011 150 155,250 PacifiCare Health System, Inc. 10.75% 6/1/2009 104 119,860 Tenet Healthcare Corp. 7.375% 2/1/2013 500 486,250 Triad Hospitals, Inc.+ 7.00% 11/15/2013 500 501,250 ------------- TOTAL 1,520,110 ------------- HOTELS, RESTAURANTS & LEISURE 1.03% Hard Rock Hotel+ 8.875% 6/1/2013 500 530,000 Mohegan Tribal Gaming 6.375% 7/15/2009 140 144,200 River Rock Entertainment+ 9.75% 11/1/2011 750 798,750 ------------- TOTAL 1,472,950 ------------- HOUSEHOLD DURABLES 0.18% Fedders North America 9.375% 8/15/2007 255 257,231 ------------- HOUSEHOLD PRODUCTS 0.17% Jacuzzi Brands, Inc.+ 9.625% 7/1/2010 220 240,900 ------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 11 <Page> SCHEDULE OF INVESTMENTS (CONTINUED) NOVEMBER 30, 2003 <Table> <Caption> PRINCIPAL INTEREST MATURITY AMOUNT INVESTMENTS RATE DATE (000) VALUE - ----------------------------------------------------------------------------------------------------------- INDUSTRIAL CONGLOMERATES 0.42% Allied Waste No. America, Inc. 10.00% 8/1/2009 $ 250 $ 271,250 Tyco Int'l. Group+(a) 6.00% 11/15/2013 325 329,062 ------------- TOTAL 600,312 ------------- IT SERVICES 0.16% Titan Corp.+ 8.00% 5/15/2011 200 230,000 ------------- MACHINERY 0.63% Blount, Inc. 13.00% 8/1/2009 275 280,500 Case New Holland, Inc.+ 9.25% 8/1/2011 100 112,500 Manitowoc Co., Inc. 7.125% 11/1/2013 500 513,750 ------------- TOTAL 906,750 ------------- MEDIA 3.26% Block Communications, Inc. 9.25% 4/15/2009 200 213,500 Charter Communications Holdings 10.00% 4/1/2009 700 584,500 Dex Media West+ 9.875% 8/15/2013 170 193,800 Direct TV Holdings/Finance 8.375% 3/15/2013 150 170,438 Gaylord Entertainment Co.+ 8.00% 11/15/2013 1,000 1,045,000 General Motors Corp. 7.20% 1/15/2011 500 529,186 Houghton Mifflin Co. 8.25% 2/1/2011 450 478,125 Insight Comm Co., Inc.** 0.00% / 12.25% 2/15/2006 & 2011 500 399,375 Paxson Comm. 10.75% 7/15/2008 500 542,500 Primedia, Inc. 8.875% 5/15/2011 500 520,000 ------------- TOTAL 4,676,424 ------------- METALS & MINING 0.37% Owens-Brockway Glass Co. 7.75% 5/15/2011 500 527,500 ------------- MULTI-UTILITIES & UNREGULATED POWER 0.46% Calpine Corp.+ 8.50% 7/15/2010 400 373,000 The Williams Co., Inc. 8.625% 6/1/2010 250 277,500 ------------- TOTAL 650,500 ------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 12 <Page> SCHEDULE OF INVESTMENTS (CONTINUED) NOVEMBER 30, 2003 <Table> <Caption> PRINCIPAL INTEREST MATURITY AMOUNT INVESTMENTS RATE DATE (000) VALUE - -------------------------------------------------------------------------------------------------------- OIL & GAS 1.33% Dynegy, Inc.+ 9.875% 7/15/2010 $ 340 $ 374,000 El Paso Production+ 7.75% 6/1/2013 500 480,000 J Ray McDermott SA+(a)(b) 11.00% 12/15/2013 280 282,800 Range Resources Corp. 7.375% 7/15/2013 245 246,225 Semco Energy, Inc.+ 7.125% 5/15/2008 500 515,625 ------------- TOTAL 1,898,650 ------------- PAPER & FOREST PRODUCTS 1.09% Boise Cascade Corp. 6.50% 11/1/2010 750 760,925 Buckeye Technologies, Inc. 8.00% 10/15/2010 350 334,250 JSG Funding plc(a) 9.625% 10/1/2012 150 167,250 Longview Fibre Co. 10.00% 1/15/2009 150 165,375 Tembec Industries, Inc.(a) 7.75% 3/15/2012 150 141,375 ------------- TOTAL 1,569,175 ------------- PHARMACEUTICALS 0.19% Alpharma, Inc.+ 8.625% 5/1/2011 275 274,313 ------------- SPECIALTY RETAIL 0.24% JC Penney Co., Inc. 8.00% 3/1/2010 300 345,000 ------------- WIRELESS TELECOMMUNICATION SERVICES 1.09% Centennial Cell Communication 10.125% 6/15/2013 500 530,000 Dobson Communications Corp.+ 8.875% 10/1/2013 200 202,250 Nextel Partners, Inc.+ 8.125% 7/1/2011 500 522,500 Western Wireless Corp. 9.25% 7/15/2013 300 313,500 ------------- TOTAL 1,568,250 ------------- TOTAL HIGH YIELD CORPORATE BONDS (Cost $26,532,623) 27,371,141 ============= TOTAL LONG-TERM INVESTMENTS (Cost $124,113,600) 131,830,866 ============= </Table> SEE NOTES TO FINANCIAL STATEMENTS. 13 <Page> SCHEDULE OF INVESTMENTS (CONCLUDED) NOVEMBER 30, 2003 <Table> <Caption> PRINCIPAL AMOUNT INVESTMENTS (000) VALUE - -------------------------------------------------------------------------------------------------------- SHORT-TERM INVESTMENT 8.77% REPURCHASE AGREEMENT 8.77% Repurchase Agreement dated 11/28/2003, 0.98% due 12/1/2003 with State Street Bank & Trust Co. collateralized by $795,000 of Federal Home Loan Mortgage Corp. at 1.25% due 8/27/2004 and $12,065,000 Federal Home Loan Bank at 1.50% due 7/15/2005; value $12,832,872; proceeds: $12,575,063 (Cost $12,574,036) $ 12,574 $ 12,574,036 ============= TOTAL INVESTMENTS 100.75% (Cost $136,687,637) $ 144,404,902 ============= </Table> * Non-income producing security. ** Deferred-interest debentures. These pay no interest for a stipulated number of years, after which they pay a predetermined interest rate. + Restricted security under Rule 144A. # Variable rate security. The interest rate represents the rate at November 30, 2003. (a) Foreign security traded/denominated in U.S. dollars. (b) Securities purchased on a when-issued basis. SEE NOTES TO FINANCIAL STATEMENTS. 14 <Page> STATEMENT OF ASSETS AND LIABILITIES November 30, 2003 <Table> ASSETS: Investment in securities, at value (cost $ 136,687,637) $ 144,404,902 Cash 545,140 Receivables: Interest and dividends 899,515 Investment securities sold 56,234 Capital shares sold 4,077,668 From Lord, Abbett & Co. LLC 9,717 Prepaid expenses and other assets 29,463 - -------------------------------------------------------------------------------------------------------- TOTAL ASSETS 150,022,639 - -------------------------------------------------------------------------------------------------------- LIABILITIES: Payables: Investment securities purchased 6,386,847 Capital shares reacquired 92,094 Management fee 76,502 12b-1 distribution fees 43,156 Administration fees 4,114 To affiliate 11,447 Accrued expenses and other liabilities 76,082 - -------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 6,690,242 ======================================================================================================== NET ASSETS $ 143,332,397 ======================================================================================================== COMPOSITION OF NET ASSETS: Paid-in capital $ 135,620,711 Undistributed net investment income 1,140,219 Accumulated net realized loss on investments (1,145,798) Net unrealized appreciation on investments 7,717,265 - -------------------------------------------------------------------------------------------------------- NET ASSETS $ 143,332,397 ======================================================================================================== NET ASSETS BY CLASS: Class A Shares $ 128,030,100 Class B Shares $ 9,397,802 Class C Shares $ 5,902,133 Class P Shares $ 1,177 Class Y Shares $ 1,185 OUTSTANDING SHARES BY CLASS: Class A Shares 12,439,069 Class B Shares 918,246 Class C Shares 575,742 Class P Shares 114.141 Class Y Shares 114.744 NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE (NET ASSETS DIVIDED BY OUTSTANDING SHARES): Class A Shares-Net asset value $ 10.29 Class A Shares-Maximum offering price (Net asset value plus sales charge of 5.75%) $ 10.92 Class B Shares-Net asset value $ 10.23 Class C Shares-Net asset value $ 10.25 Class P Shares-Net asset value $ 10.31 Class Y Shares-Net asset value $ 10.33 ======================================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 15 <Page> STATEMENT OF OPERATIONS For the Year Ended November 30, 2003 <Table> INVESTMENT INCOME: Dividends $ 1,480,366 Interest 1,085,369 Foreign withholding tax (1,375) - -------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT INCOME 2,564,360 - -------------------------------------------------------------------------------------------------------- EXPENSES: Management fees 416,878 12b-1 distribution plan-Class A 174,529 12b-1 distribution plan-Class B 45,098 12b-1 distribution plan-Class C 35,281 12b-1 distribution plan-Class P 4 Shareholder servicing 71,617 Market data 1,287 Professional 11,037 Reports to shareholders 35,128 Fund accounting 837 Fund administration 21,391 Custody 11,483 Directors' fees 115 Registration 40,818 - -------------------------------------------------------------------------------------------------------- Gross expenses 865,503 Expense reductions (497) Expenses assumed by Lord, Abbett & Co. LLC (59,641) - -------------------------------------------------------------------------------------------------------- NET EXPENSES 805,365 - -------------------------------------------------------------------------------------------------------- NET INVESTMENT INCOME 1,758,995 - -------------------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS): Net realized loss on investments (995,194) Net change in unrealized appreciation/depreciation on investments 9,363,448 ======================================================================================================== NET REALIZED AND UNREALIZED GAIN 8,368,254 ======================================================================================================== NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 10,127,249 ======================================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 16 <Page> STATEMENTS OF CHANGES IN NET ASSETS <Table> <Caption> FOR THE PERIOD DECEMBER 19, 2001* FOR THE YEAR ENDED TO INCREASE IN NET ASSETS NOVEMBER 30, 2003 NOVEMBER 30, 2002 OPERATIONS: Net investment income $ 1,758,995 $ 420,747 Net realized loss on investments (995,194) (144,633) Net change in unrealized appreciation/depreciation on investments 9,363,448 (1,646,183) - ------------------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 10,127,249 (1,370,069) ========================================================================================================================= DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income Class A (860,700) (82,380) Class B (73,731) (8,158) Class C (62,644) (9,286) Class P (28) (4) Class Y (32) (6) - ------------------------------------------------------------------------------------------------------------------------- TOTAL DISTRIBUTIONS TO SHAREHOLDERS (997,135) (99,834) ========================================================================================================================= CAPITAL SHARE TRANSACTIONS: Net proceeds from sales of shares 117,230,186 31,808,444 Reinvestment of distributions 901,903 90,894 Cost of shares reacquired (10,219,641) (6,139,600) - ------------------------------------------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS 107,912,448 25,759,738 ========================================================================================================================= NET INCREASE IN NET ASSETS 117,042,562 24,289,835 ========================================================================================================================= NET ASSETS Beginning of year 26,289,835 2,000,000 - ------------------------------------------------------------------------------------------------------------------------- END OF YEAR $ 143,332,397 $ 26,289,835 ========================================================================================================================= UNDISTRIBUTED NET INVESTMENT INCOME $ 1,140,219 $ 372,046 ========================================================================================================================= </Table> *Commencement of investment operations. SEE NOTES TO FINANCIAL STATEMENTS. 17 <Page> FINANCIAL HIGHLIGHTS <Table> <Caption> 12/19/2001(a) YEAR ENDED TO 11/30/2003 11/30/2002 PER SHARE OPERATING PERFORMANCE (CLASS A SHARES) NET ASSET VALUE, BEGINNING OF PERIOD $ 9.45 $ 10.00 ================== ================== Unrealized appreciation on investments .01 ------------------ NET ASSET VALUE ON SEC EFFECTIVE DATE $ 10.01 ================== Investment operations Net investment income(b) .31 .29 Net realized and unrealized gain (loss) .79 (.80) ------------------ ------------------ Total from investment operations 1.10 (.51) ------------------ ------------------ Distributions to shareholders from: Net investment income (.26) (.05) ------------------ ------------------ NET ASSET VALUE, END OF PERIOD $ 10.29 $ 9.45 ================== ================== Total Return(c) .10%(d)(e) Total Return(c) 11.97% (5.10)%(d)(f) RATIOS TO AVERAGE NET ASSETS Expenses, including waiver and expense reductions 1.35% 1.29%(d) Expenses, excluding waiver and expense reductions 1.46% 2.25%(d) Net investment income 3.24% 2.99%(d) <Caption> 12/19/2001(a) YEAR ENDED TO SUPPLEMENTAL DATA: 11/30/2003 11/30/2002 - ------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000) $ 128,030 $ 21,467 Portfolio turnover rate 28.71% 33.71% - ------------------------------------------------------------------------------------------------------------------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 18 <Page> FINANCIAL HIGHLIGHTS (CONTINUED) <Table> <Caption> 12/19/2001(a) YEAR ENDED TO 11/30/2003 11/30/2002 PER SHARE OPERATING PERFORMANCE (CLASS B SHARES) NET ASSET VALUE, BEGINNING OF PERIOD $ 9.40 $ 10.00 ================== ================== Unrealized appreciation on investments .01 ------------------ NET ASSET VALUE ON SEC EFFECTIVE DATE $ 10.01 ================== Investment operations Net investment income(b) .25 .24 Net realized and unrealized gain (loss) .79 (.81) ------------------ ------------------ Total from investment operations 1.04 (.57) ------------------ ------------------ Distributions to shareholders from: Net investment income (.21) (.04) ------------------ ------------------ NET ASSET VALUE, END OF PERIOD $ 10.23 $ 9.40 ================== ================== Total Return(c) .10%(d)(e) Total Return(c) 11.35% (5.69)%(d)(f) RATIOS TO AVERAGE NET ASSETS Expenses, including waiver and expense reductions 1.99% 1.85%(d) Expenses, excluding waiver and expense reductions 2.10% 2.81%(d) Net investment income 2.60% 2.43%(d) <Caption> 12/19/2001(a) YEAR ENDED TO SUPPLEMENTAL DATA: 11/30/2003 11/30/2002 - ------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000) $ 9,398 $ 2,283 Portfolio turnover rate 28.71% 33.71% - ------------------------------------------------------------------------------------------------------------------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 19 <Page> FINANCIAL HIGHLIGHTS (CONTINUED) <Table> <Caption> 12/19/2001(a) YEAR ENDED TO 11/30/2003 11/30/2002 PER SHARE OPERATING PERFORMANCE (CLASS C SHARES) NET ASSET VALUE, BEGINNING OF PERIOD $ 9.41 $ 10.00 ================== ================== Unrealized appreciation on investments .01 ------------------ NET ASSET VALUE ON SEC EFFECTIVE DATE $ 10.01 ================== Investment operations Net investment income(b) .24 .24 Net realized and unrealized gain (loss) .80 (.79) ------------------ ------------------ Total from investment operations 1.04 (.55) ------------------ ------------------ Distributions to shareholders from: Net investment income (.20) (.05) ------------------ ------------------ NET ASSET VALUE, END OF PERIOD $ 10.25 $ 9.41 ================== ================== Total Return(c) .10%(d)(e) Total Return(c) 11.27% (5.54)%(d)(f) RATIOS TO AVERAGE NET ASSETS Expenses, including waiver and expense reductions 1.99% 1.85%(d) Expenses, excluding waiver and expense reductions 2.10% 2.81%(d) Net investment income 2.60% 2.43%(d) <Caption> 12/19/2001(a) YEAR ENDED TO SUPPLEMENTAL DATA: 11/30/2003 11/30/2002 - ------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000) $ 5,902 $ 2,538 Portfolio turnover rate 28.71% 33.71% - ------------------------------------------------------------------------------------------------------------------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 20 <Page> FINANCIAL HIGHLIGHTS (CONTINUED) <Table> <Caption> 12/19/2001(a) YEAR ENDED TO 11/30/2003 11/30/2002 PER SHARE OPERATING PERFORMANCE (CLASS P SHARES) NET ASSET VALUE, BEGINNING OF PERIOD $ 9.45 $ 10.00 ================== ================== Unrealized appreciation on investments .01 ------------------ NET ASSET VALUE ON SEC EFFECTIVE DATE $ 10.01 ================== Investment operations Net investment income(b) .31 .28 Net realized and unrealized gain (loss) .80 (.80) ------------------ ------------------ Total from investment operations 1.11 (.52) ------------------ ------------------ Distributions to shareholders from: Net investment income (.25) (.04) ------------------ ------------------ NET ASSET VALUE, END OF PERIOD $ 10.31 $ 9.45 ================== ================== Total Return(c) .10%(d)(e) Total Return(c) 12.03% (5.20)%(d)(f) RATIOS TO AVERAGE NET ASSETS Expenses, including waiver and expense reductions 1.44% 1.35%(d) Expenses, excluding waiver and expense reductions 1.55% 2.31%(d) Net investment income 3.15% 2.93%(d) <Caption> 12/19/2001(a) YEAR ENDED TO SUPPLEMENTAL DATA: 11/30/2003 11/30/2002 - ------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000) $ 1 $ 1 Portfolio turnover rate 28.71% 33.71% - ------------------------------------------------------------------------------------------------------------------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 21 <Page> FINANCIAL HIGHLIGHTS (CONCLUDED) <Table> <Caption> 12/19/2001(a) YEAR ENDED TO 11/30/2003 11/30/2002 PER SHARE OPERATING PERFORMANCE (CLASS Y SHARES) NET ASSET VALUE, BEGINNING OF PERIOD $ 9.47 $ 10.00 ================== ================== Unrealized appreciation on investments .01 ------------------ NET ASSET VALUE ON SEC EFFECTIVE DATE $ 10.01 ================== Investment operations Net investment income(b) .34 .32 Net realized and unrealized gain (loss) .80 (.80) ------------------ ------------------ Total from investment operations 1.14 (.48) ------------------ ------------------ Distributions to shareholders from: Net investment income (.28) (.06) ------------------ ------------------ NET ASSET VALUE, END OF PERIOD $ 10.33 $ 9.47 ================== ================== Total Return(c) .10%(d)(e) Total Return(c) 12.47% (4.83)%(d)(f) RATIOS TO AVERAGE NET ASSETS Expenses, including waiver and expense reductions .99%+ .93%(d) Expenses, excluding waiver and expense reductions 1.10%+ 1.89%(d) Net investment income 3.60%+ 3.35%(d) <Caption> 12/19/2001(a) YEAR ENDED TO SUPPLEMENTAL DATA: 11/30/2003 11/30/2002 - ------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000) $ 1 $ 1 Portfolio turnover rate 28.71% 33.71% - ------------------------------------------------------------------------------------------------------------------------- </Table> + The ratios have been determined on a Fund basis. (a) Commencement of investment operations; SEC effective date and date shares first became available to the public is 12/27/2001. (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) Total return for the period 12/19/2001 through 12/26/2001. (f) Total return for the period 12/27/2001 through 11/30/2002. SEE NOTES TO FINANCIAL STATEMENTS. 22 <Page> NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION Lord Abbett Research Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940 (the "Act") as a diversified open-end management investment company incorporated under Maryland law on April 6, 1992. The Company currently consists of four separate funds. This report covers one of the funds - -- Lord Abbett America's Value Fund (the "Fund"). The Fund's investment objective is to seek current income and capital appreciation. The Fund offers five classes of shares: Classes A, B, C, P and Y, each with different expenses and dividends. A front-end sales charge is normally added to the NAV for Class A shares. There is no front-end sales charge in the case of the Class B, C, P and Y shares, although there may be a contingent deferred sales charge ("CDSC") as follows: certain redemptions of Class A shares made within 24 months following any purchase made without a sales charge; 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 convert to Class A shares on the eighth anniversary of the original purchase of Class B shares. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. 2. SIGNIFICANT ACCOUNTING POLICIES (a) INVESTMENT VALUATION-Securities traded on any recognized U.S. or non-U.S. exchange or on NASDAQ, Inc. are valued at the last sale price or official closing price on the exchange or system on which they are principally traded. Unlisted equity securities are valued at the last quoted sales price or, if no sales 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 electronic data processing techniques. Securities for which market quotations are not readily available are valued at fair value as determined by management and approved in good faith by the Board of Directors. Short-term securities with 60 days or less remaining to maturity are valued using the amortized cost method, which approximates current market value. (b) SECURITY TRANSACTIONS-Security transactions are recorded as of the date that the securities are purchased or sold (trade date). Realized gains and losses from sales of portfolio securities are calculated using the identified-cost method. Realized and unrealized gains or 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. Discounts are accreted and premiums are amortized using the effective interest method. Investment income is allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day. (d) FEDERAL TAXES-It is the policy of the Fund to meet the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute 23 <Page> NOTES TO FINANCIAL STATEMENTS (CONTINUED) substantially all taxable income and capital gains to its shareholders. Therefore, no federal income tax provision is required. (e) EXPENSES-Expenses incurred by the Company that do not specifically relate to an individual fund are allocated to the funds within the Company on a pro-rata basis. 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, Class B, Class C and Class P shares bear all expenses and fees relating to their respective 12b-1 Distribution Plans. (f) SECURITIES LENDING-The Fund may lend its securities to member banks of the Federal Reserve System and to registered broker/dealers approved by the Fund. The loans are collateralized at all times by cash and/or U.S. Treasury securities in an amount at least equal to 102% of the market value of domestic securities loaned (105% in the case of foreign securities loaned) as determined at the close of business on the preceding business day. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. Lending portfolio securities could result in a loss or delay in recovering the Fund's securities if the borrower defaults. (g) REPURCHASE AGREEMENTS--The Fund may enter into repurchase agreements with respect to securities. A repurchase agreement is a transaction in which the Fund acquires a security and simultaneously commits to resell that security to the seller (a bank or securities dealer) at an agreed-upon price on an agreed-upon date. The Fund requires at all times that the repurchase agreement be collateralized by cash, U.S. Government securities or U.S. government sponsored enterprises securities having a value equal to, or in excess of, the value of the repurchase agreement. If the seller of the agreement defaults on its obligation to repurchase the underlying securities at a time when the value of those securities has declined, the Fund may incur a loss upon disposition of the securities. 3. MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES MANAGEMENT FEE The Company has a management agreement with Lord Abbett & Co. LLC ("Lord Abbett") pursuant to which Lord Abbett supplies the Fund with investment management services and executive and other personnel, pays the remuneration of officers, provides office space and pays for ordinary and necessary office and clerical expenses relating to research and statistical work and supervision of the Fund's investment portfolio. The management fee is based on the Fund's average daily net assets at an annual rate of .75%. For the year ended November 30, 2003, Lord Abbett voluntarily reimbursed the Fund's other expenses (excluding management fee and 12b-1 distribution fees) in the amount of $59,641. Lord Abbett may stop limiting expenses at any time. In addition, effective January 1, 2003, Lord Abbett began providing certain administrative services to the Fund pursuant to an Administrative Services Agreement at an annual rate of .04% of the Fund's average daily net assets. This results in Lord Abbett paying fund accounting expenses that were previously charged to the Fund. 12b-1 DISTRIBUTION PLANS The Company has adopted a distribution plan with respect to one or more classes of shares pursuant to Rule 12b-1 of the Act, which provides for the payment of ongoing distribution and 24 <Page> NOTES TO FINANCIAL STATEMENTS (CONTINUED) service fees to Lord Abbett Distributor LLC ("Distributor"), an affiliate of Lord Abbett. The fees are accrued daily at annual rates based upon average daily net assets as follows: <Table> <Caption> FEE CLASS A CLASS B CLASS C CLASS P - ----------------------------------------------------------------------------------------- Service .25% .25% .25% .20% Distribution .10%(1)(2) .75% .75% .25% </Table> (1) In addition, the Fund pays a one-time distribution fee of up to 1% on certain qualifying purchases, which is generally amortized over a two-year period. (2) In addition, until January 1, 2003, the Fund paid an incremental marketing expense of approximately .03% of the average daily net assets attributable to Class A. Class Y does not have a distribution plan. COMMISSIONS Distributor received the following commissions on sales of Class A shares of the Fund, after concessions were paid to authorized dealers, for the year ended November 30, 2003: <Table> <Caption> DISTRIBUTOR DEALERS' COMMISSIONS CONCESSIONS - -------------------------------- $ 450,393 $ 2,370,362 </Table> One Director and certain of the Fund's officers have an interest in Lord Abbett. 4. DISTRIBUTIONS AND CAPITAL LOSS CARRYFORWARDS Dividends from net investment income, if any, are declared and paid at least semi-annually. Taxable net realized gains from securities transactions, reduced by capital loss carryforwards, if any, are declared and distributed to shareholders at least annually. The capital loss carryforward amount is available to offset future net capital gains. Dividends and distributions to shareholders are recorded on the ex-dividend date. The amount 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 net investment income and net realized capital gains for tax purposes are reported as distributions of paid-in capital. On December 11, 2003, a net investment income distribution of $1,500,000 was declared for the Fund. The distribution was paid on December 12, 2003, to shareholders of record on December 11, 2003. The tax character of distributions paid during the fiscal years ended November 30, 2003 and November 30, 2002 are as follows: <Table> <Caption> 11/30/2003 11/30/2002 - -------------------------------------------------------------------------------- Distributions paid from: Ordinary income $ 997,135 $ 99,834 Net long-term capital gains -- -- - -------------------------------------------------------------------------------- Total distributions paid $ 997,135 $ 99,834 ================================================================================ </Table> 25 <Page> NOTES TO FINANCIAL STATEMENTS (CONTINUED) As of November 30, 2003, the components of accumulated earnings on a tax basis are as follows: <Table> - ------------------------------------------------------------------------------- Undistributed ordinary income - net $ 1,140,219 - ------------------------------------------------------------------------------- Total undistributed earnings 1,140,219 Capital loss carryforwards* (1,008,182) Temporary differences (47,569) Unrealized gains - net 7,627,218 - ------------------------------------------------------------------------------- Total accumulated earnings - net $ 7,711,686 =============================================================================== </Table> *As of November 30, 2003, the capital loss carryforwards along with the related expiration dates are as follows: <Table> <Caption> 2010 2011 TOTAL - -------------------------------------------------- $ 108,198 $ 899,984 $ 1,008,182 </Table> Capital losses incurred after October 31 ("post-October"), within the taxable year are deemed to arise on the first business day of the Fund's next taxable year. The Fund incurred and will elect to defer net capital losses of $47,569 during fiscal 2003. As of November 30, 2003, the Fund's aggregate unrealized security gains and losses based on cost for U.S. federal income tax purposes are as follows: <Table> - ------------------------------------------------------------------------------- Tax Cost $ 136,777,684 - ------------------------------------------------------------------------------- Gross unrealized gain 8,690,603 Gross unrealized loss (1,063,385) - ------------------------------------------------------------------------------- Net unrealized security gain $ 7,627,218 =============================================================================== </Table> The difference between book-basis and tax-basis unrealized gains (losses) is primarily attributable to wash sales and other temporary tax adjustments. Permanent items identified during the year ended November 30, 2003 have been reclassified among the components of net assets based on their tax basis treatment as follows: <Table> <Caption> UNDISTRIBUTED ACCUMULATED NET INVESTMENT NET REALIZED PAID-IN INCOME GAIN (LOSS) CAPITAL - ---------------------------------------------------------------- $ 6,313 $ (5,896) $ (417) </Table> 5. PORTFOLIO SECURITIES TRANSACTIONS Purchases and sales of investment securities (other than short-term investments) for the year-ended November 30, 2003 are as follows: <Table> <Caption> U.S. GOVERNMENT NON-U.S. GOVERNMENT U.S. GOVERNMENT NON-U.S. GOVERNMENT PURCHASES* PURCHASES SALES* SALES - -------------------------------------------------------------------------------- $ - $ 114,427,705 $ 90,839 $ 15,433,801 </Table> *Includes U.S. government sponsored enterprises securities. As of November 30, 2003, there were no securities on loan and no securities lending activity during the year ended November 30, 2003. 26 <Page> NOTES TO FINANCIAL STATEMENTS (CONCLUDED) 6. DIRECTORS' REMUNERATION The Company's officers and the one Director who are associated with Lord Abbett do not receive any compensation from the Company for serving in such capacities. Outside Directors' fees are allocated among all Lord Abbett-sponsored funds based on the net assets of each fund. There is an equity based plan available to all outside Directors under which outside Directors must defer receipt of a portion of, and may elect to defer receipt of an additional portion of Directors' fees. The deferred amounts are treated as though equivalent dollar amounts have been invested proportionately in the Fund. Such amounts and earnings accrued thereon are included in Directors' fees on the Statement of Operations and in Directors' fees payable on the Statement of Assets and Liabilities and are not deductible for federal income tax purposes until such amounts are paid. 7. EXPENSE REDUCTIONS The Company has entered into arrangements with its transfer agent and custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund's expenses. 8. LINE OF CREDIT The Fund, along with certain other funds managed by Lord Abbett, has available a $200,000,000 unsecured revolving credit facility ("Facility") from a consortium of banks, to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. Any borrowings under this Facility will bear interest at current market rates as defined in the agreement. The fee for this Facility is an annual rate of .09%. At November 30, 2003, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the year ended November 30, 2003. 9. CUSTODIAN AND ACCOUNTING AGENT State Street Bank & Trust Company ("SSB") is the Company's custodian and accounting agent. SSB performs custodian, accounting and recordkeeping functions relating to portfolio transactions and calculating the Fund's net asset value. 10. INVESTMENT RISKS The Fund is subject to the general risks and considerations associated with investing in equity and fixed income securities. The values of the Fund's equity security holdings and, consequently, the value of an investment in the Fund will fluctuate in response to movements in the stock market in general and to the changing prospects of the individual companies involved. With its emphasis on value stocks, the Fund may perform differently than the market as a whole and other types of stocks, such as growth stocks. The market may fail to recognize the intrinsic value of particular value stocks for a long time. The Fund may invest a significant portion of its assets in mid-sized companies that may be less able to weather economic shifts or other adverse developments than larger, more established companies. Because the Fund is not limited to investing in equity securities, the Fund may have smaller gains in a rising stock market than a fund investing solely in equity securities. In addition, if the Fund's assessment of a company's value or prospects for market appreciation or market conditions is wrong, the Fund could suffer losses or produce poor performance relative to other funds, even in a rising market. 27 <Page> NOTES TO FINANCIAL STATEMENTS (CONCLUDED) The values of the Fund's fixed income holdings, and consequently, the value of an investment in the Fund will change as interest rates fluctuate and in response to market movements. When interest rates rise, the prices of these holdings are likely to decline. There is also the risk that an issuer of a fixed income security will fail to make timely payments of principal or interest to the Fund, a risk that is greater with high yield bonds (sometimes called "junk bonds") in which the Fund may invest. Some issuers, particularly of high yield bonds, may default as to principal and/or interest payments after the Fund purchases their securities. A default, or concerns in the market about an increase in risk of default, may result in losses to the Fund. High yield bonds are subject to greater price fluctuations, as well as additional risks. The Fund may invest up to 20% of its assets in foreign securities which present increased market, liquidity, currency, political and other risks. These factors can affect Fund performance. 11. SUMMARY OF CAPITAL TRANSACTIONS The Fund has authorized 150 million shares of $0.001 par value capital stock designated as follows: 50 million Class A shares; 30 million Class B shares, 20 million Class C shares, 20 million Class P shares and 30 million Class Y shares. <Table> <Caption> YEAR ENDED PERIOD ENDED NOVEMBER 30, 2003 NOVEMBER 30, 2002* - ------------------------------------------------------------------------------------------------------------------ CLASS A SHARE SHARES AMOUNT SHARES AMOUNT - ------------------------------------------------------------------------------------------------------------------ Shares sold 10,952,741 $ 105,792,218 2,550,856 $ 25,027,828 Reinvestment of distributions 86,219 800,563 7,860 79,548 Shares reacquired (872,630) (8,067,786) (485,577) (4,561,723) - ------------------------------------------------------------------------------------------------------------------ Increase 10,166,330 $ 98,524,995 2,073,139 $ 20,545,653 - ------------------------------------------------------------------------------------------------------------------ CLASS B SHARES - ------------------------------------------------------------------------------------------------------------------ Shares sold 763,447 $ 7,240,325 302,701 $ 3,010,750 Reinvestment of distributions 6,858 63,496 551 5,566 Shares reacquired (94,792) (862,300) (60,619) (579,658) - ------------------------------------------------------------------------------------------------------------------ Increase 675,513 $ 6,441,521 242,633 $ 2,436,658 - ------------------------------------------------------------------------------------------------------------------ CLASS C SHARES - ------------------------------------------------------------------------------------------------------------------ Shares sold 439,543 $ 4,197,443 380,215 $ 3,769,866 Reinvestment of distributions 4,100 37,788 571 5,770 Shares reacquired (137,742) (1,289,555) (111,045) (998,219) - ------------------------------------------------------------------------------------------------------------------ Increase 305,901 $ 2,945,676 269,741 $ 2,777,417 - ------------------------------------------------------------------------------------------------------------------ CLASS P SHARES - ------------------------------------------------------------------------------------------------------------------ Shares sold 10.776 $ 100 - $ - Reinvestment of distributions 2.847 26 0.418 4.23 - ------------------------------------------------------------------------------------------------------------------ Increase 13.623 $ 126 0.418 $ 4.23 - ------------------------------------------------------------------------------------------------------------------ CLASS Y SHARES - ------------------------------------------------------------------------------------------------------------------ Shares sold 10.752 $ 100 - $ - Reinvestment of distributions 3.293 30 0.599 6.07 - ------------------------------------------------------------------------------------------------------------------ Increase 14.045 $ 130 0.599 $ 6.07 - ------------------------------------------------------------------------------------------------------------------ </Table> *For the period December 27, 2001 (SEC effective date and date shares first became available to the public) to NOVEMBER 30, 2002. 28 <Page> INDEPENDENT AUDITORS' REPORT THE BOARD OF DIRECTORS AND SHAREHOLDERS, LORD ABBETT RESEARCH FUND, INC. - LORD ABBETT AMERICA'S VALUE FUND: We have audited the accompanying statement of assets and liabilities, including the schedule of investments of Lord Abbett Research Fund, Inc. - Lord Abbett America's Value Fund (the "Fund") as of November 30, 2003, and the related statement of operations for the year then ended and the statements of changes in net assets and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2003 by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Lord Abbett Research Fund, Inc. - Lord Abbett America's Value Fund as of November 30, 2003, the results of its operations for the year then ended and the changes in its net assets and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. /s/ Deloitte & Touche LLP New York, New York January 23, 2004 29 <Page> BASIC INFORMATION ABOUT MANAGEMENT The Company's Board of Directors is responsible for the management of the business and affairs of each Fund in accordance with the laws of the State of Maryland. The Board appoints officers who are responsible for the day-to-day operations of each Fund and who execute policies authorized by the Board. The Board also approves an investment adviser to each Fund and continues to monitor the cost and quality of the services provided by the investment adviser, and annually considers whether to renew the contract with the adviser. Generally, each Director holds office until his successor is elected and qualified or until his earlier resignation or removal, as provided in the Fund's organizational documents. Lord, Abbett & Co. LLC ("Lord Abbett"), a Delaware limited liability company, is the Funds' investment adviser. INTERESTED DIRECTOR The following Director is the Managing Partner of Lord Abbett and is an "interested person" as defined in the Act. Mr. Dow is also an officer, director, or trustee of each of the fourteen Lord Abbett-sponsored funds, which consist of 49 portfolios or series. <Table> <Caption> CURRENT POSITION NAME, ADDRESS AND LENGTH OF SERVICE PRINCIPAL OCCUPATION OTHER DATE OF BIRTH WITH COMPANY DURING PAST FIVE YEARS DIRECTORSHIPS - ------------------------------------------------------------------------------------------------- ROBERT S. DOW Director and Managing Partner and N/A Lord, Abbett & Co. LLC Chairman since 1996 Chief Investment 90 Hudson Street Officer of Lord Jersey City, NJ Abbett since 1996. Date of Birth: 3/8/1945 </Table> ---------- INDEPENDENT DIRECTORS The following independent or outside Directors are also directors or trustees of each of the fourteen Lord Abbett-sponsored funds, which consist of 49 portfolios or series. <Table> <Caption> CURRENT POSITION NAME, ADDRESS AND LENGTH OF SERVICE PRINCIPAL OCCUPATION OTHER DATE OF BIRTH WITH COMPANY DURING PAST FIVE YEARS DIRECTORSHIPS - -------------------------------------------------------------------------------------------------------- E. THAYER BIGELOW Director since 1996 Managing General Partner, Currently serves as Bigelow Media, LLC Bigelow Media, LLC (since director of Adelphia 41 Madison Ave., 2000); Senior Adviser, Communications, Inc., Suite 3810 Time Warner Inc. (1998 - Crane Co., and Huttig New York, NY 2000); Acting Chief Building Products Inc. Date of Birth: 10/22/1941 Executive Officer of Courtroom Television Network (1997 - 1998); President and Chief Executive Officer of Time Warner Cable Programming, Inc. (1991 - 1997). WILLIAM H.T. BUSH Director since 1998 Co-founder and Chairman Currently serves as Bush-O'Donnell & Co., of the Board of the director of Wellpoint Inc. financial advisory firm Health Network, Inc., 101 South Hanley Road of Bush-O'Donnell & DT Industries Inc., Suite 1250 Company (since 1986). and Engineered Support St. Louis, MO Systems, Inc. Date of Birth: 7/14/1938 </Table> 30 <Page> BASIC INFORMATION ABOUT MANAGEMENT (CONTINUED) <Table> <Caption> CURRENT POSITION NAME, ADDRESS AND LENGTH OF SERVICE PRINCIPAL OCCUPATION OTHER DATE OF BIRTH WITH COMPANY DURING PAST FIVE YEARS DIRECTORSHIPS - ------------------------------------------------------------------------------------------------------- ROBERT B. CALHOUN, JR. Director since 1998 Managing Director of Currently serves as Monitor Clipper Partners Monitor Clipper Partners director of Avondale, 650 Madison Ave., 9th Fl. (since 1997) and Inc. and Interstate New York, NY President of Clipper Bakeries Corp. Date of Birth: 10/25/1942 Asset Management Corp. (since 1991), both private equity investment funds. STEWART S. DIXON Director since 1996; Partner in the law firm N/A Wildman, Harrold, Allen & retired 12/31/2002 of Wildman, Harrold, Dixon Allen & Dixon (since 1967). 225 W. Wacker Drive, Suite 2800 Chicago, IL Date of Birth: 11/5/1930 FRANKLIN W. HOBBS Director since 2001 Senior Advisor (since Currently serves as Houlihan Lokey Howard & April 2003) and Former director of Adolph Zukin Chief Executive Officer Coors Company. 685 Third Ave. of Houlihan Lokey Howard New York, NY & Zukin, an investment Date of Birth: 7/30/1947 bank (January 2002 - April 2003); Chairman of Warburg Dillon Read (1999 - 2001); Global Head of Corporate Finance of SBC Warburg Dillon Read (1997 - 1999); Chief Executive Officer of Dillon, Read & Co. (1994 - 1997). C. ALAN MACDONALD Director since 1996 Retired - General Currently serves as 415 Round Hill Road Business and Governance director of Fountainhead Greenwich, CT Consulting (since 1992); Water Company, Lincoln Date of Birth: 5/19/1933 formerly President and Snacks, H.J. Baker, and CEO of Nestle Foods. Seix Fund, Inc.* THOMAS J. NEFF Director since 1992 Chairman of Spencer Currently serves as Spencer Stuart Stuart, an executive director of Ace, Ltd. 277 Park Avenue search consulting firm and Exult, Inc. New York, NY (since 1996); President Date of Birth: 10/2/1937 of Spencer Stuart (1979 - 1996). JAMES F. ORR, III Director since 2002 President and CEO of Currently serves as 80 Pinckney Street resigned 3/3/2003 LandingPoint Capital Chairman of Rockefeller Boston, MA (since 2002); Chairman Foundation, Director of Date of Birth: 3/5/1943 and CEO of United Asset Nashua Corp. and Management Corporation SteelPoint Technologies. (2000 to 2001); Chairman and CEO of UNUM Provident Corporation (1999 - merger); Chairman and CEO of UNUM Corporation (1988 - 1999). </Table> - ---------- * Seix Fund, Inc. is a registered investment company that is advised by Seix Investment Advisors Inc. Seix Investment Advisors Inc.'s Chairman, CEO, and Chief Investment Officer is married to Robert Dow, the Company's Chairman, CEO, and President and the Managing Partner of Lord Abbett. 31 <Page> BASIC INFORMATION ABOUT MANAGEMENT (CONTINUED) None of the officers listed below have received compensation from the Company. All the officers of the Company may also be officers of the other Lord Abbett-sponsored funds and maintain offices at 90 Hudson Street, Jersey City, NJ 07302. <Table> <Caption> NAME AND CURRENT POSITION LENGTH OF SERVICE PRINCIPAL OCCUPATION (DATE OF BIRTH) WITH COMPANY OF CURRENT POSITION DURING PAST FIVE YEARS - ------------------------------------------------------------------------------------------------------- ROBERT S. DOW Chief Executive Elected in 1996 Managing Partner and (3/8/1945) Officer and President Chief Investment Officer of Lord Abbett since 1996. SHOLOM DINSKY Executive Vice Elected in 2002 Partner and Large (3/24/1944) President Cap Value Investment Manager, joined Lord Abbett in 2000, formerly Managing Director of Prudential Asset Management, prior thereto Director of Equity Research and Senior Vice President at Mitchell Hutchins Asset Management. KEVIN P. FERGUSON Executive Vice Elected in 2001 Partner and Mid Cap (10/3/1964) President Growth Investment Manager, joined Lord Abbett in 1999, formerly Portfolio Manager/Senior Vice President at Lynch & Mayer, Inc. ROBERT P. FETCH Executive Vice Elected in 1997 Partner and (2/18/1953) President Small-Cap Value Senior Investment Manager, joined Lord Abbett in 1995. ROBERT G. MORRIS Executive Vice Elected in 1996 Partner and Director (11/6/1944) President of Equity Investments, joined Lord Abbett in 1991. ELI M. SALZMANN Executive Vice Elected in 1999 Partner and Director (3/24/1964) President. of Institutional Equity Investments, joined Lord Abbett in 1997. CHRISTOPHER J. TOWLE Executive Vice Elected in 2001 Partner and Investment (10/12/1957) President Manager, joined Lord Abbett in 1987. </Table> 32 <Page> BASIC INFORMATION ABOUT MANAGEMENT (CONTINUED) <Table> <Caption> NAME AND CURRENT POSITION LENGTH OF SERVICE PRINCIPAL OCCUPATION (DATE OF BIRTH) WITH COMPANY OF CURRENT POSITION DURING PAST FIVE YEARS - ---------------------------------------------------------------------------------------------------------- EDWARD K. VON DER LINDE Executive Vice Elected in 2001 Partner and Investment (6/12/1960) President Manager, joined Lord Abbett in 1988. TRACIE E. AHERN Vice President and Elected in 1999 Partner and Director of (1/12/1968) Treasurer. Portfolio Accounting and Operations, joined Lord Abbett in 1999, prior thereto Vice President - Head of Fund Administration of Morgan Grenfell. JOAN A. BINSTOCK Chief Financial Elected in 1999 Partner and Chief (3/4/1954) Officer and Vice Operations Officer, President joined Lord Abbett in 1999, prior thereto Chief Operating Officer of Morgan Grenfell. DANIEL E. CARPER Vice President Elected in 1993 Partner, joined Lord (1/22/1952) Abbett in 1979. PAUL A. HILSTAD Vice President and Elected in 1995 Partner and General (12/13/1942) Secretary Counsel, joined Lord Abbett in 1995. LAWRENCE H. KAPLAN Vice President and Elected in 1997 Partner and Deputy (1/16/1957) Assistant Secretary General Counsel, joined Lord Abbett in 1997. A. EDWARD OBERHAUS, III Vice President Elected in 1996 Partner and Manager of (12/21/1959) Equity Trading, joined Lord Abbett in 1983. CHRISTINA T. SIMMONS Vice President and Elected in 2000 Assistant General (11/12/1957) Assistant Secretary Counsel, joined Lord Abbett in 1999, formerly Assistant General Counsel of Prudential Investments from 1998 to 1999, prior thereto Counsel of Drinker, Biddle & Reath LLP, a law firm. </Table> 33 <Page> BASIC INFORMATION ABOUT MANAGEMENT (CONCLUDED) <Table> <Caption> NAME AND CURRENT POSITION LENGTH OF SERVICE PRINCIPAL OCCUPATION (DATE OF BIRTH) WITH COMPANY OF CURRENT POSITION DURING PAST FIVE YEARS - ---------------------------------------------------------------------------------------------------------- BERNARD J. GRZELAK Assistant Treasurer Elected in 2003 Director of Fund (6/12/1971) Administration, joined Lord Abbett in 2003, formerly Vice President, Lazard Asset Management from 2000 to 2003, prior thereto Manager of Deloitte & Touche LLP. </Table> Please call 888-522-2388 for a copy of the Statement of Additional Information (SAI), which contains further information about the Company's Directors. It is available free upon request. 34 <Page> HOUSEHOLDING The Company has adopted a policy that allows it to send only one copy of the Fund's Prospectus, proxy material, annual report and semi-annual 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 800-821-5129 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 AND PROCEDURES A description of the policies and procedures that Lord Abbett uses to vote proxies related to the Fund's portfolio securities is available without charge, upon request, by calling 888-522-2388 or on Lord Abbett's web site at www.LordAbbett.com. TAX INFORMATION 44.48% of the ordinary income distribution paid by the Fund during fiscal 2003 is qualifying dividend income. For corporate shareholders, only 70.62% of the Fund's ordinary income distribution qualified for the dividends received deduction. The above percentages are based upon the Funds' fiscal year end and may not agree to calendar year 2003 percentages. 35 <Page> <Table> [LORD ABBETT(R) 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 Lord Abbett Research Fund, Inc. Fund prospectus. Lord Abbett America's Value Fund Lord Abbett Mutual Fund shares are distributed by: LORD ABBETT DISTRIBUTOR LLC LAAMF-2-1103 90 Hudson Street - Jersey City, New Jersey 07302-3973 (1/04) </Table> <Page> [LORD ABBETT LOGO] 2003 ANNUAL REPORT LORD ABBETT GROWTH OPPORTUNITIES FUND FOR THE YEAR ENDED NOVEMBER 30, 2003 <Page> - -------------------------------------------------------------------------------- LORD ABBETT GROWTH OPPORTUNITIES FUND ANNUAL REPORT FOR THE YEAR ENDED NOVEMBER 30, 2003 DEAR SHAREHOLDERS: We are pleased to provide you with this twelve-month overview of the Lord Abbett Growth Opportunities Fund's strategies and performance for the fiscal year ended November 30, 2003. On this and the following pages, we discuss the major factors that influenced performance. 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, /s/ Robert S. Dow ROBERT S. DOW CHAIRMAN - -------------------------------------------------------------------------------- Q: WHAT WERE THE OVERALL MARKET CONDITIONS OF THE REPORTING PERIOD? A: War and general geopolitical concerns had a negative effect on the psyche of businesses and consumers during the first part of the period. Corporations entered the first quarter of 2003 cautiously and remained wary, selling existing inventories and implementing layoffs, as the economy continued to decelerate. The unemployment rate rose during the period, reaching 6.4% by June 2003. But, as the coalition's war effort made clear progress in the early spring, the fog of global uncertainty lifted, and broad equity indices experienced meaningful advances. In June, the Federal Reserve Board (the "Fed") cut interest rates by 25 basis points to 1%, in a continued attempt to spark the economy. With interest rates at levels not seen for over 40 years, the Fed is attempting a variety of measures to promote and sustain economic growth. Over the past year, the U.S. dollar weakened versus the euro. A weaker dollar can translate into more competitive pricing for U.S. goods overseas. Additionally, imports can become more expensive and less attractive to the U.S. consumer, resulting in higher sales of American-made goods within the U.S. -- providing further stimulus for economic growth. During the second quarter of 2003, President Bush signed into law a tax reform/economic stimulus package with accelerated tax cuts and dividend exclusions. The U.S. economy continued to show signs of improvement during the third quarter of 2003, as domestic growth prospects and reported corporate profits improved. Further evidence of an economic recovery sparked the equity markets, adding to the market gains experienced in the second quarter. For the reporting period, major indices advanced, but concerns over future growth grew as the summer ended. As the economy entered the final months of 2003, early gross domestic product (GDP) numbers announced 1 <Page> - -------------------------------------------------------------------------------- showed that the U.S. economy expanded by an 8.2% rate in the third quarter, well ahead of expectations and up from the 3.3% growth rate reported for the second quarter. In addition, productivity data, an important gauge for inflation, remained strong in the fourth quarter and can be an important signal that interest rates may remain low in the near term. As the period came to a close, October's employment report showed an increase of 126,000 jobs and the unemployment rate dropped to 5.9% in November -- an encouraging sign as the economy enters 2004. Q: HOW DID THE FUND PERFORM OVER THE FISCAL YEAR ENDED NOVEMBER 30, 2003? A: Lord Abbett Growth Opportunities Fund returned 24.0%. This reflects performance at the Net Asset Value (NAV) of Class A shares, with all distributions reinvested for the fiscal year ended November 30, 2003. The Fund underperformed the Russell Midcap(R) Growth Index,(1) which returned 32.6% over the same period. STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS, which reflect performance at the maximum 5.75% sales charge applicable to Class A share investments and include the reinvestment of all distributions, as of November 30, 2003 are: 1 Year: 16.86%, 5 Years: 6.22% and Since Inception (8/1/95): 11.07%. Q: WHAT WERE THE MOST SIGNIFICANT FACTORS AFFECTING PERFORMANCE? A: The Fund's largest detractor from relative performance was stock selection within the technology sector. Although the Fund's technology holdings had strong absolute returns, performance lagged the benchmark. In particular, certain holdings in the computer security category declined as a result of lower revenues and higher research and development and restructuring charges. Stock selection in the healthcare sector also detracted from relative performance, as certain facilities holdings declined due to persistent debt problems. During the Fund's fiscal year, strong stock selection within the financial services sector added to total returns. Stronger interest income and earnings growth in regional bank holdings helped performance. In addition, stock selection within the utilities sector added to performance, as strong year-over-year revenue increases and a better overall environment for communications companies helped Fund holdings. (1) The Russell Midcap(R) Growth Index measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The stocks are also members of the Russell 1000(R) Growth Index. Indices are unmanaged, do not reflect the deductions of fees or expenses and are not available for direct investment. 2 <Page> - -------------------------------------------------------------------------------- IMPORTANT PERFORMANCE AND OTHER INFORMATION The views of the Fund's management and the portfolio holdings described in this report are as of November 30, 2003; these views and portfolio holdings may have changed subsequent to this date and they do not guarantee the future performance of the markets or the Fund. Information provided in this report should not be considered a recommendation to purchase or sell securities. A NOTE ABOUT RISK: See Notes to Financial Statements for a discussion of investment risks. For a more detailed discussion of the risks associated with the Fund, please see the Fund's Prospectus. PERFORMANCE: PERFORMANCE DATA QUOTED ABOVE IS HISTORICAL. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. BECAUSE OF ONGOING MARKET VOLATILITY, FUND PERFORMANCE MAY BE SUBJECT TO SUBSTANTIAL FLUCTUATION. The investment return and principal value of an investment in the Fund will fluctuate so that shares, on any given day or when redeemed, may be worth more or less than their original cost. Except where noted, comparative fund performance does not account for the deduction of sales charges and would be different if sales charges were included. The Fund offers additional classes of shares with distinct pricing options. For a full description of the differences in pricing alternatives, please see the Fund's Prospectus. The Fund is actively managed and, as a result, asset allocation may change. Sectors may include many industries. MUTUAL FUNDS ARE NOT INSURED BY THE FDIC, ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR GUARANTEED BY BANKS, AND ARE SUBJECT TO INVESTMENT RISKS INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. YOU CAN OBTAIN PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH END (AVAILABLE WITHIN SEVEN BUSINESS DAYS OF THE MOST RECENT MONTH END) BY CALLING LORD ABBETT AT 800-821-5129 OR REFER TO OUR WEBSITE AT www.LordAbbett.com. FOR MORE COMPLETE INFORMATION ABOUT ANY LORD ABBETT MUTUAL FUND, INCLUDING RISKS, INVESTMENT OBJECTIVES, CHARGES AND ONGOING EXPENSES, PLEASE CALL YOUR INVESTMENT PROFESSIONAL OR LORD ABBETT DISTRIBUTOR LLC AT 888-522-2388 FOR A PROSPECTUS. AN INVESTOR SHOULD READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. 3 <Page> - -------------------------------------------------------------------------------- INVESTMENT COMPARISON Below is a comparison of a $10,000 investment in Class A shares with the same investment in the Russell Midcap(R) Growth Index and the S&P MidCap 400/Barra Growth Index, assuming reinvestment of all dividends and distributions. The performance of other classes will be greater than or less than the performance shown in the graph below due to different sales loads and expenses applicable to such classes. The graph and performance table below do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. [CHART] <Table> <Caption> THE FUND (CLASS A SHARES) THE FUND (CLASS A SHARES) RUSSELL MIDCAP(R) S&P MIDCAP 400/ AT NET ASSET VALUE AT MAXIMUM OFFERING PRICE(1) GROWTH INDEX(2) BARRA GROWTH INDEX(2) Jul 31, 95 $ 10,000 $ 9,425 $ 10,000 $ 10,000 Nov 30, 95 $ 10,180 $ 9,595 $ 10,524 $ 10,372 Nov 30, 96 $ 13,011 $ 12,263 $ 12,581 $ 12,207 Nov 30, 97 $ 16,771 $ 15,807 $ 14,962 $ 15,475 Nov 30, 98 $ 17,727 $ 16,708 $ 16,190 $ 17,732 Nov 30, 99 $ 26,598 $ 25,069 $ 23,042 $ 25,076 Nov 30, 00 $ 27,276 $ 25,708 $ 22,662 $ 28,352 Nov 30, 01 $ 24,857 $ 23,428 $ 18,351 $ 26,375 Nov 30, 02 $ 20,517 $ 19,337 $ 14,718 $ 23,209 Nov 30, 03 $ 25,439 $ 23,976 $ 19,522 $ 29,108 </Table> FISCAL YEAR-END 11/30 AVERAGE ANNUAL TOTAL RETURN AT MAXIMUM APPLICABLE SALES CHARGE FOR THE YEAR ENDED NOVEMBER 30, 2003 <Table> <Caption> 1 YEAR 5 YEARS LIFE OF CLASS CLASS A(3) 16.86% 6.22% 11.07% CLASS B(4) 19.22% 6.71% 10.59% CLASS C(5) 23.15% 6.82% 10.11% CLASS P(6) 23.84% -- -5.35% CLASS Y(7) 24.24% 7.77% 7.52% </Table> (1) Reflects the deduction of the maximum initial sales charge of 5.75%. (2) Performance for each unmanaged Index does not reflect transaction costs, management fees or sales charges. The performance of the indices is not necessarily representative of the Fund's performance. Performance of the indices begin on July 31, 1995. (3) Class A shares were first offered on August 1, 1995. Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended November 30, 2003, using the SEC-required uniform method to compute such return. (4) Class B shares were first offered on October 16, 1998. Performance reflects the deduction of a CDSC of 4% for 1 year and 1% for 5 years and life of class. (5) Class C shares were first offered on October 19, 1998. The 1% CDSC for Class C shares normally applies before the first anniversary of the purchase date. Performance is at net asset value. (6) Class P shares commenced operations on August 15, 2000. Performance is at net asset value. (7) Class Y shares were first offered on December 9, 1998. Performance is at net asset value. 4 <Page> SCHEDULE OF INVESTMENTS NOVEMBER 30, 2003 <Table> <Caption> VALUE INVESTMENTS SHARES (000) - -------------------------------------------------------------------------------------- COMMON STOCKS 98.81% AUTO COMPONENTS 1.28% Paccar, Inc. 97,600 $ 7,828 ---------- BANKS: OUTSIDE NEW YORK CITY 0.54% Southwest Bancorp of Texas, Inc.^ 86,800 3,318 ---------- BIOTECHNOLOGY RESEARCH & PRODUCTION 2.73% Biogen Idec, Inc.* 125,200 4,780 Genzyme Corp.* 226,900 10,605 NPS Pharmaceuticals, Inc.*^ 42,800 1,292 ---------- TOTAL 16,677 ---------- CABLE TELEVISION SERVICES 1.58% EchoStar Communications Corp.* 280,300 9,665 ---------- COMMUNICATIONS TECHNOLOGY 1.55% Avaya, Inc.* 697,200 9,482 ---------- COMPUTER SERVICES SOFTWARE & SYSTEMS 8.55% Amdocs Ltd.*(a) 342,200 8,562 Business Objects S.A. ADR*^ 160,600 5,477 Cognos, Inc.*^(a) 198,400 6,654 Electronics for Imaging, Inc.*^ 219,400 6,055 Informatica Corp.* 572,600 6,459 Intuit, Inc.* 163,800 8,236 Macrovision Corp.* 290,500 6,652 Synopsys, Inc.* 139,800 4,188 ---------- TOTAL 52,283 ---------- COMPUTER TECHNOLOGY 1.07% Ingram Micro, Inc.* 449,700 6,557 ---------- CONSUMER ELECTRONICS 1.69% Activision, Inc.* 353,000 $ 5,401 Harman International Industries, Inc. 36,000 4,906 ---------- TOTAL 10,307 ---------- CONTAINERS & PACKAGING: PAPER & PLASTIC 1.39% Pactiv Corp.* 377,900 8,480 ---------- DIVERSIFIED FINANCIAL SERVICES 0.48% CIT Group, Inc. 84,500 2,947 ---------- DIVERSIFIED PRODUCTION 1.41% Danaher Corp. 103,600 8,620 ---------- DRUGS & PHARMACEUTICALS 8.96% Allergan, Inc. 31,600 2,361 AmerisourceBergen Corp. 111,924 7,084 Barr Laboratories, Inc.* 94,900 7,833 Cephalon, Inc.*^ 187,500 8,811 Gilead Sciences, Inc.* 173,200 10,163 ICOS Corp.*^ 74,900 3,385 Teva Pharmaceutical Industries Ltd. ADR 126,300 7,608 Watson Pharmaceutical, Inc.* 159,100 7,500 ---------- TOTAL 54,745 ---------- ELECTRICAL EQUIPMENT & COMPONENTS 1.19% Molex, Inc.^ 227,100 7,304 ---------- ELECTRONICS: SEMI-CONDUCTORS / COMPONENTS 3.62% Agere Systems, Inc.* 1,665,800 5,630 Integrated Circuit Systems, Inc.* 180,800 5,379 Jabil Circuit, Inc.* 265,100 7,293 Marvell Technology Group*(a) 96,400 3,807 ---------- TOTAL 22,109 ---------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 5 <Page> SCHEDULE OF INVESTMENTS (CONTINUED) NOVEMBER 30, 2003 <Table> <Caption> VALUE INVESTMENTS SHARES (000) - -------------------------------------------------------------------------------------- ELECTRONICS: TECHNOLOGY 1.71% Kroll, Inc.*^ 260,700 $ 6,244 Symbol Technologies, Inc. 302,200 4,216 ---------- TOTAL 10,460 ---------- ENGINEERING & CONTRACTING SERVICES 1.20% Jacobs Engineering Group, Inc.* 159,100 7,309 ---------- FINANCE: SMALL LOAN 0.51% SLM Corp. 83,400 3,097 ---------- FINANCIAL DATA PROCESSING SERVICES & SYSTEMS 4.52% Affiliated Computers Services, Inc.* 233,400 11,703 Alliance Data Systems Corp.* 226,700 6,796 Fiserv, Inc.* 242,900 9,109 ---------- TOTAL 27,608 ---------- FINANCIAL MISCELLANEOUS 2.59% Providian Financial Corp.*^ 707,800 7,998 Radian Group, Inc. 158,700 7,832 ---------- TOTAL 15,830 ---------- HEALTH & PERSONAL CARE 4.30% Anthem, Inc.* 108,600 7,832 Omnicare, Inc. 235,800 9,413 Province Healthcare Co.*^ 590,049 9,045 ---------- TOTAL 26,290 ---------- HEALTHCARE MANAGEMENT SERVICES 3.98% Caremark Rx, Inc.* 537,400 14,349 Cerner Corp.*^ 223,200 9,961 ---------- TOTAL 24,310 ---------- HOMEBUILDING 1.36% Pulte Homes, Inc. 87,000 $ 8,312 ---------- INSURANCE: PROPERTY-CASUALTY 2.55% Berkley Corp. 142,150 4,854 Everest Re Group Ltd.(a) 130,600 10,734 ---------- TOTAL 15,588 ---------- INVESTMENT MANAGEMENT COMPANIES 1.48% Affiliated Managers Group, Inc.*^ 136,200 9,057 ---------- MACHINERY: OIL WELL EQUIPMENT & SERVICES 2.89% Patterson-UTI Energy, Inc.* 295,200 8,481 Rowan Cos., Inc.* 434,400 9,196 ---------- TOTAL 17,677 ---------- MANUFACTURING 1.72% Ingersoll-Rand Co.(a) 168,200 10,486 ---------- MEDICAL & DENTAL INSTRUMENTS & SUPPLIES 1.34% Boston Scientific Corp.* 227,600 8,169 ---------- MULTI-SECTOR COMPANIES 0.99% ITT Industries, Inc. 92,200 6,078 ---------- OIL: CRUDE PRODUCERS 2.47% Westport Resources Corp.*^ 291,600 7,902 XTO Energy, Inc. 285,800 7,225 ---------- TOTAL 15,127 ---------- RADIO & TV BROADCASTERS 2.89% Entercom Communications Corp.* 192,000 8,870 Univision Communications, Inc.*^ 243,100 8,771 ---------- TOTAL 17,641 ---------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 6 <Page> SCHEDULE OF INVESTMENTS (CONCLUDED) NOVEMBER 30, 2003 <Table> <Caption> VALUE INVESTMENTS SHARES (000) - -------------------------------------------------------------------------------------- RENTAL & LEASING SERVICES: COMMERCIAL 1.05% United Rentals, Inc.*^ 347,600 $ 6,438 ---------- RETAIL 11.33% Advance Auto Parts* 144,200 11,770 American Eagle Outfitters, Inc.*^ 418,500 7,721 Dollar Tree Stores, Inc.* 301,800 9,582 GameStop Corp.*^ 179,960 2,906 Linens 'N Things, Inc.* 384,500 11,308 Michaels Stores, Inc. 227,700 10,759 MSC Industrial Direct Co., Inc. 249,600 6,574 Petco Animal Supplies, Inc.*^ 258,700 8,656 ---------- TOTAL 69,276 ---------- SAVINGS & LOAN 2.36% New York Community Bancorp, Inc.^ 371,600 14,437 ---------- SECURITIES BROKERAGE & SERVICES 1.34% Franklin Resources 171,800 8,217 ---------- SERVICES: COMMERCIAL 5.58% Ase Test Ltd.*^(a) 486,800 6,742 InterActiveCorp.* 275,523 9,051 Iron Mountain, Inc.* 212,100 7,805 Kelly Services, Inc. Class A 171,300 4,879 Robert Half Int'l., Inc.* 252,000 5,610 ---------- TOTAL 34,087 ---------- TRUCKERS 3.20% CNF Transportation, Inc. 225,900 7,550 Heartland Express, Inc. 212,300 5,153 Swift Transportation Co., Inc.* 345,800 6,888 ---------- TOTAL 19,591 ---------- UTILITIES: TELECOMMUNICATIONS 1.41% Nextel Partners, Inc. Class A*^ 728,600 $ 8,590 ---------- TOTAL COMMON STOCKS (Cost $495,265,892) 603,997 ========== SHORT-TERM INVESTMENTS 15.93% COLLATERAL FOR SECURITIES ON LOAN 14.42% State Street Navigator Securities Lending Prime Portfolio, 1.06%(b) 88,171,266 88,171 ---------- <Caption> PRINCIPAL AMOUNT (000) ----- REPURCHASE AGREEMENT 1.51% Repurchase Agreement dated 11/28/2003, 0.98% due 12/1/2003 with State Street Bank & Trust Co. collateralized by $9,335,000 of Federal Home Loan Mortgage Corp. at 2.15% due 1/21/2005; value $9,416,681; proceeds: $9,232,600 $ 9,232 9,232 ---------- TOTAL SHORT-TERM INVESTMENTS (Cost $97,403,112) 97,403 ========== TOTAL INVESTMENTS 114.74% (Cost $592,669,004) $ 701,400 ========== </Table> * Non-income producing security. ^ Security (or a portion of security) on loan. See Note 5. (a) Foreign security traded in U.S. dollars. (b) Rate shown reflects 7 day yield as of November 30, 2003. ADR-American Depository Receipt. SEE NOTES TO FINANCIAL STATEMENTS. 7 <Page> STATEMENT OF ASSETS AND LIABILITIES November 30, 2003 <Table> ASSETS: Investment in securities, at value (cost $592,669,004) $ 701,399,915 Receivables: Interest and dividends 124,052 Investment securities sold 719,239 Capital shares sold 4,962,042 Prepaid expenses and other assets 196,842 - ---------------------------------------------------------------------------------------- TOTAL ASSETS 707,402,090 - ---------------------------------------------------------------------------------------- LIABILITIES: Payable upon return of securities on loan 88,171,266 Payables: Investment securities purchased 6,618,538 Capital shares reacquired 326,264 Management fee 429,696 12b-1 distribution fees 258,556 Administration fee 19,186 Directors' fees 284 To Lord, Abbett & Co. LLC 11,699 Accrued expenses and other liabilities 287,806 - ---------------------------------------------------------------------------------------- TOTAL LIABILITIES 96,123,295 ======================================================================================== NET ASSETS $ 611,278,795 ======================================================================================== COMPOSITION OF NET ASSETS: Paid-in capital $ 616,172,827 Distributions in excess of net investment income (1,642,069) Accumulated net realized loss on investments (111,982,874) Net unrealized appreciation on investments 108,730,911 - ---------------------------------------------------------------------------------------- NET ASSETS $ 611,278,795 ======================================================================================== NET ASSETS BY CLASS: Class A Shares $ 430,990,914 Class B Shares $ 94,561,193 Class C Shares $ 79,414,911 Class P Shares $ 6,309,737 Class Y Shares $ 2,040 OUTSTANDING SHARES BY CLASS: Class A Shares 24,110,225 Class B Shares 5,451,161 Class C Shares 4,579,321 Class P Shares 352,086 Class Y Shares 112.77 NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE (NET ASSETS DIVIDED BY OUTSTANDING SHARES): Class A Shares-Net asset value $ 17.88 Class A Shares-Maximum offering price (Net asset value plus sales charge of 5.75%) $ 18.97 Class B Shares-Net asset value $ 17.35 Class C Shares-Net asset value $ 17.34 Class P Shares-Net asset value $ 17.92 Class Y Shares-Net asset value $ 18.09 ======================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 8 <Page> STATEMENT OF OPERATIONS For the Year Ended November 30, 2003 <Table> INVESTMENT INCOME: Dividends $ 1,220,132 Interest 78,107 Securities lending-net 84,363 Foreign withholding tax (8,896) - ---------------------------------------------------------------------------------------- TOTAL INVESTMENT INCOME 1,373,706 - ---------------------------------------------------------------------------------------- EXPENSES: Management fees 3,921,950 12b-1 distribution plan-Class A 1,218,479 12b-1 distribution plan-Class B 749,309 12b-1 distribution plan-Class C 617,953 12b-1 distribution plan-Class P 15,050 Shareholder servicing 1,769,556 Market data 1,893 Professional 41,923 Reports to shareholders 134,505 Fund accounting 2,489 Fund administration 162,063 Custody 23,124 Directors' fees 9,052 Registration 71,098 Other 122,315 - ---------------------------------------------------------------------------------------- Gross expenses 8,860,759 Expense reductions (4,384) - ---------------------------------------------------------------------------------------- NET EXPENSES 8,856,375 - ---------------------------------------------------------------------------------------- NET INVESTMENT LOSS (7,482,669) - ---------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN: Net realized gain on investments 15,583,052 Net change in unrealized appreciation/depreciation on investments 92,393,795 ======================================================================================== NET REALIZED AND UNREALIZED GAIN 107,976,847 ======================================================================================== NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 100,494,178 ======================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 9 <Page> STATEMENTS OF CHANGES IN NET ASSETS <Table> <Caption> FOR THE YEAR ENDED FOR THE YEAR ENDED NOVEMBER 30, NOVEMBER 30, INCREASE IN NET ASSETS 2003 2002 OPERATIONS: Net investment loss $ (7,482,669) $ (6,229,499) Net realized gain on investments 15,583,052 (75,812,574) Net change in unrealized appreciation/depreciation on investments 92,393,795 4,428,652 - ------------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 100,494,178 (77,613,421) =================================================================================================================== CAPITAL SHARE TRANSACTIONS: Net proceeds from sales of shares 223,735,527 228,119,784 Cost of shares reacquired (86,690,765) (112,652,849) - ------------------------------------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS 137,044,762 115,466,935 =================================================================================================================== NET INCREASE IN NET ASSETS 237,538,940 37,853,514 =================================================================================================================== NET ASSETS: Beginning of year 373,739,855 335,886,341 - ------------------------------------------------------------------------------------------------------------------- END OF YEAR $ 611,278,795 $ 373,739,855 =================================================================================================================== DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME $ (1,642,069) $ (1,123,709) =================================================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 10 <Page> FINANCIAL HIGHLIGHTS <Table> <Caption> YEAR ENDED 11/30 ---------------------------------------------------------------------- 2003 2002 2001 2000 1999 PER SHARE OPERATING PERFORMANCE (CLASS A SHARES) NET ASSET VALUE, BEGINNING OF YEAR $ 14.42 $ 17.47 $ 19.17 $ 18.89 $ 12.58 ========== ========== ========== ========== ========== Investment operations Net investment income (loss)(a) (.24) (.23) (.28) (.25) .04 Net realized and unrealized gain (loss) 3.70 (2.82) (1.42) .73 6.27 ---------- ---------- ---------- ---------- ---------- Total from investment operations 3.46 (3.05) (1.70) .48 6.31 ---------- ---------- ---------- ---------- ---------- Distributions to shareholders from: Net investment income - - - (.01) - Net realized gain - - - (.19) - ---------- ---------- ---------- ---------- ---------- Total distributions - - - (.20) - ---------- ---------- ---------- ---------- ---------- NET ASSET VALUE, END OF YEAR $ 17.88 $ 14.42 $ 17.47 $ 19.17 $ 18.89 ========== ========== ========== ========== ========== Total Return(b) 23.99% (17.46)% (8.87)% 2.55% 50.04% RATIOS TO AVERAGE NET ASSETS Expenses, including waiver and expense reductions 1.85% 1.80% 1.72% 1.49% .41% Expenses, excluding waiver and expense reductions 1.85% 1.80% 1.72% 1.61% 1.64% Net investment income (loss) (1.53)% (1.48)% (1.48)% (1.18)% .25% <Caption> YEAR ENDED 11/30 ---------------------------------------------------------------------- SUPPLEMENTAL DATA: 2003 2002 2001 2000 1999 =========================================================================================================================== Net assets, end of year (000) $ 430,991 $ 250,380 $ 213,580 $ 175,077 $ 40,252 Portfolio turnover rate 78.58% 97.63% 101.15% 112.57% 104.87% =========================================================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 11 <Page> FINANCIAL HIGHLIGHTS (CONTINUED) <Table> <Caption> YEAR ENDED 11/30 ---------------------------------------------------------------------- 2003 2002 2001 2000 1999 PER SHARE OPERATING PERFORMANCE (CLASS B SHARES) NET ASSET VALUE, BEGINNING OF YEAR $ 14.08 $ 17.16 $ 18.95 $ 18.78 $ 12.57 ========== ========== ========== ========== ========== Investment operations Net investment loss(a) (.32) (.32) (.39) (.39) (.06) Net realized and unrealized gain (loss) 3.59 (2.76) (1.40) .75 6.27 ---------- ---------- ---------- ---------- ---------- Total from investment operations 3.27 (3.08) (1.79) .36 6.21 ---------- ---------- ---------- ---------- ---------- Distributions to shareholders from net realized gain - - - (.19) - ---------- ---------- ---------- ---------- ---------- NET ASSET VALUE, END OF YEAR $ 17.35 $ 14.08 $ 17.16 $ 18.95 $ 18.78 ========== ========== ========== ========== ========== Total Return(b) 23.22% (17.95)% (9.45)% 1.96% 49.32% RATIOS TO AVERAGE NET ASSETS Expenses, including waiver and expense reductions 2.44% 2.43% 2.35% 2.11% 1.07% Expenses, excluding waiver and expense reductions 2.44% 2.43% 2.35% 2.23% 2.30% Net investment loss (2.12)% (2.10)% (2.11)% (1.82)% (.40)% <Caption> YEAR ENDED 11/30 ---------------------------------------------------------------------- SUPPLEMENTAL DATA: 2003 2002 2001 2000 1999 =========================================================================================================================== Net assets, end of year (000) $ 94,561 $ 66,623 $ 69,738 $ 65,510 $ 10,954 Portfolio turnover rate 78.58% 97.63% 101.15% 112.57% 104.87% =========================================================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 12 <Page> FINANCIAL HIGHLIGHTS (CONTINUED) <Table> <Caption> YEAR ENDED 11/30 ---------------------------------------------------------------------- 2003 2002 2001 2000 1999 PER SHARE OPERATING PERFORMANCE (CLASS C SHARES) NET ASSET VALUE, BEGINNING OF YEAR $ 14.08 $ 17.15 $ 18.94 $ 18.76 $ 12.59 ========== ========== ========== ========== ========== Investment operations Net investment loss(a) (.32) (.32) (.39) (.38) (.06) Net realized and unrealized gain (loss) 3.58 (2.75) (1.40) .75 6.23 ---------- ---------- ---------- ---------- ---------- Total from investment operations 3.26 (3.07) (1.79) .37 6.17 ---------- ---------- ---------- ---------- ---------- Distributions to shareholders from net realized gain - - - (.19) - ---------- ---------- ---------- ---------- ---------- NET ASSET VALUE, END OF YEAR $ 17.34 $ 14.08 $ 17.15 $ 18.94 $ 18.76 ========== ========== ========== ========== ========== Total Return(b) 23.15% (17.90)% (9.45)% 1.96% 49.01% RATIOS TO AVERAGE NET ASSETS Expenses, including waiver and expense reductions 2.44% 2.42% 2.37% 2.11% 1.07% Expenses, excluding waiver and expense reductions 2.44% 2.42% 2.37% 2.23% 2.30% Net investment loss (2.12)% (2.09)% (2.14)% (1.81)% (.40)% <Caption> YEAR ENDED 11/30 ---------------------------------------------------------------------- SUPPLEMENTAL DATA: 2003 2002 2001 2000 1999 =========================================================================================================================== Net assets, end of year (000) $ 79,415 $ 55,115 $ 52,272 $ 49,656 $ 8,438 Portfolio turnover rate 78.58% 97.63% 101.15% 112.57% 104.87% =========================================================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 13 <Page> FINANCIAL HIGHLIGHTS (CONTINUED) <Table> <Caption> YEAR ENDED 11/30 8/15/2000(c) ---------------------------------------- TO 2003 2002 2001 11/30/2000 PER SHARE OPERATING PERFORMANCE (CLASS P SHARES) NET ASSET VALUE, BEGINNING OF PERIOD $ 14.47 $ 17.53 $ 19.23 $ 21.48 ========== ========== ========== ============ Investment operations Net investment loss(a) (.25) (.24) (.28) (.09) Net realized and unrealized gain (loss) 3.70 (2.82) (1.42) (2.16) ---------- ---------- ---------- ------------ Total from investment operations 3.45 (3.06) (1.70) (2.25) ---------- ---------- ---------- ------------ NET ASSET VALUE, END OF PERIOD $ 17.92 $ 14.47 $ 17.53 $ 19.23 ========== ========== ========== ============ Total Return(b) 23.84% (17.46)% (8.84)% (10.47)%(d) RATIOS TO AVERAGE NET ASSETS Expenses, including waiver and expense reductions 1.89% 1.88% 1.80% .45%(d) Expenses, excluding waiver and expense reductions 1.89% 1.88% 1.80% .49%(d) Net investment loss (1.57)% (1.55)% (1.52)% (.44)%(d) <Caption> YEAR ENDED 11/30 8/15/2000(c) ---------------------------------------- TO SUPPLEMENTAL DATA: 2003 2002 2001 11/30/2000 ============================================================================================================== Net assets, end of period (000) $ 6,310 $ 1,620 $ 294 $ 44 Portfolio turnover rate 78.58% 97.63% 101.15% 112.57% ============================================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 14 <Page> FINANCIAL HIGHLIGHTS (CONCLUDED) <Table> <Caption> YEAR ENDED 11/30 12/9/1998(c) -------------------------------------------------------- TO 2003 2002 2001 2000 11/30/1999 PER SHARE OPERATING PERFORMANCE (CLASS Y SHARES) NET ASSET VALUE, BEGINNING OF PERIOD $ 14.56 $ 17.60 $ 19.26 $ 18.94 $ 12.76 ========== ========== ========== ========== ============ Investment operations Net investment income (loss)(a) (.20) (.19) (.23) (.14) .09 Net realized and unrealized gain (loss) 3.73 (2.85) (1.43) .69 6.09 ---------- ---------- ---------- ---------- ------------ Total from investment operations 3.53 (3.04) (1.66) .55 6.18 ---------- ---------- ---------- ---------- ------------ Distributions to shareholders from: Net investment income - - - (.04) - Net realized gain - - - (.19) - ---------- ---------- ---------- ---------- ------------ Total distributions - - - (.23) - ---------- ---------- ---------- ---------- ------------ NET ASSET VALUE, END OF PERIOD $ 18.09 $ 14.56 $ 17.60 $ 19.26 $ 18.94 ========== ========== ========== ========== ============ Total Return(b) 24.24% (17.27)% (8.62)% 2.89% 48.43%(d) RATIOS TO AVERAGE NET ASSETS Expenses, including waiver and expense reductions 1.44%+ 1.43% 1.35% 1.11% .06%(d) Expenses, excluding waiver and expense reductions 1.44%+ 1.43% 1.35% 1.23% 1.27%(d) Net investment income (1.12)%+ (1.10)% (1.10)% (.66)% .62%(d) <Caption> YEAR ENDED 11/30 12/9/1998(c) ---------------------------------------------------- TO SUPPLEMENTAL DATA: 2003 2002 2001 2000 11/30/1999 ===================================================================================================================== Net assets, end of period (000) $ 2 $ 2 $ 2 $ 2 $ 3 Portfolio turnover rate 78.58% 97.63% 101.15% 112.57% 104.87% ===================================================================================================================== </Table> + The ratios have been determined on a Fund basis. (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) Commencement of offering of class shares. (d) Not annualized. SEE NOTES TO FINANCIAL STATEMENTS. 15 <Page> NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION Lord Abbett Research Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940 (the "Act") as a diversified open-end management investment company incorporated under Maryland law on April 6, 1992. The Company currently consists of four separate funds. This report covers one of the funds-Lord Abbett Growth Opportunities Fund (the "Fund"). The Fund's investment objective is capital appreciation. The Fund offers five classes of shares: Classes A, B, C, P and Y, each with different expenses and dividends. A front-end sales charge is normally added to the NAV for Class A shares. There is no front-end sales charge in the case of the Class B, C, P and Y shares, although there may be a contingent deferred sales charge ("CDSC") as follows: certain redemptions of Class A shares made within 24 months following any purchase made without a sales charge; 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 convert to Class A shares on the eighth anniversary of the original purchase of Class B shares. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. 2. SIGNIFICANT ACCOUNTING POLICIES (a) INVESTMENT VALUATION--Securities traded on any recognized U.S. or non-U.S. exchange or on NASDAQ, Inc. are valued at the last sale price or official closing price on the exchange or system on which they are principally traded. Unlisted equity securities are valued at the last quoted sales price or, if no sales price is available, at the mean between the most recently quoted bid and asked prices. Securities for which market quotations are not readily available are valued at fair value as determined by management and approved in good faith by the Board of Directors. Short-term securities with 60 days or less remaining to maturity are valued using the amortized cost method, which approximates current market value. (b) SECURITY TRANSACTIONS--Security transactions are recorded as of the date that the securities are purchased or sold (trade date). Realized gains and losses from sales of portfolio securities are calculated using the identified-cost method. Realized and unrealized gains or 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. Discounts are accreted and premiums are amortized using the effective interest method. Investment income is allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day. (d) FEDERAL TAXES--It is the policy of the Fund to meet the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all taxable income and capital gains to its shareholders. Therefore, no federal income tax provision is required. (e) EXPENSES--Expenses incurred by the Company that do not specifically relate to an individual fund are allocated to the funds within the Company on a pro rata basis. Expenses, excluding 16 <Page> NOTES TO FINANCIAL STATEMENTS (CONTINUED) 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, Class B, Class C and Class P shares bear all expenses and fees relating to their respective 12b-1 Distribution Plans. (f) SECURITIES LENDING--The Fund may lend its securities to member banks of the Federal Reserve System and to registered broker/dealers approved by the Fund. The loans are collateralized at all times by cash and/or U.S. Treasury securities in an amount at least equal to 102% of the market value of domestic securities loaned (105% in the case of foreign securities loaned) as determined at the close of business on the preceding business day. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. Lending portfolio securities could result in a loss or delay in recovering the Fund's securities if the borrower defaults. (g) REPURCHASE AGREEMENTS--The Fund may enter into repurchase agreements with respect to securities. A repurchase agreement is a transaction in which the Fund acquires a security and simultaneously commits to resell that security to the seller (a bank or securities dealer) at an agreed-upon price on an agreed-upon date. The Fund requires at all times that the repurchase agreement be collateralized by cash, U.S. government securities or government sponsored enterprises securities having a value equal to, or in excess of, the value of the repurchase agreement. If the seller of the agreement defaults on its obligation to repurchase the underlying securities at a time when the value of those securities has declined, the Fund may incur a loss upon disposition of the securities. 3. MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES MANAGEMENT FEE The Company has a management agreement with Lord, Abbett & Co. LLC ("Lord Abbett") pursuant to which Lord Abbett supplies the Fund with investment management services and executive and other personnel, pays the remuneration of officers, provides office space and pays for ordinary and necessary office and clerical expenses relating to research and statistical work and supervision of the Fund's investment portfolio. The management fee is based on the Fund's average daily net assets at an annual rate of .90%. In addition, effective January 1, 2003, Lord Abbett began providing certain administrative services to the Fund pursuant to an Administrative Services Agreement at an annual rate of .04% of the Fund's average daily net assets. This results in Lord Abbett paying fund accounting expenses that were previously charged to the Fund. 12b-1 DISTRIBUTION PLANS The Fund has adopted a distribution plan with respect to one or more classes of shares pursuant to Rule 12b-1 of the Act, which provides for the payment of ongoing distribution and service fees to Lord Abbett Distributor LLC ("Distributor"), an affiliate of Lord Abbett. The fees are accrued daily at annual rates based upon average daily net assets as follows: <Table> <Caption> FEE CLASS A CLASS B CLASS C CLASS P - -------------------------------------------------------------------------------- Service .25% .25% .25% .20% Distribution .10%(1)(2) .75% .75% .25% </Table> (1) In addition, the Fund pays a one-time distribution fee of up to 1% on certain qualifying purchases, which is generally amortized over a two-year period. The Fund collected $20,509 of CDSCs during the year. (2) In addition, until January 1, 2003, the Fund paid an incremental marketing expense of approximately .03% of the average daily net assets attributable to Class A. 17 <Page> NOTES TO FINANCIAL STATEMENTS (CONTINUED) Class Y does not have a distribution plan. COMMISSIONS Distributor received the following commissions on sales of Class A shares of the Fund, after concessions were paid to authorized dealers, for the year ended November 30, 2003: <Table> <Caption> DISTRIBUTOR DEALERS' COMMISSIONS CONCESSIONS - --------------------------- $ 547,679 $ 3,031,729 </Table> One Director and certain of the Fund's officers have an interest in Lord Abbett. 4. DISTRIBUTIONS AND CAPITAL LOSS CARRYFORWARD Dividends from net investment income, if any, are declared and paid at least annually. Taxable net realized gains from securities transactions, reduced by capital loss carryforwards, if any, are declared and distributed to shareholders at least annually. The capital loss carryforward amount is available to offset future net capital gains. Dividends and distributions to shareholders are recorded on the ex-dividend date. The amount 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 net investment income and net realized capital gains for tax purposes are reported as distributions of paid-in capital. As of November 30, 2003, the components of accumulated losses on a tax basis are as follows: <Table> Undistributed ordinary income - net $ - - ----------------------------------------------------------- Total undistributed earnings - Capital loss carryforwards* (112,904,485) Temporary differences 156,408 Unrealized gains - net 107,854,045 - ----------------------------------------------------------- Total accumulated losses - net $ (4,894,032) - ----------------------------------------------------------- </Table> * As of September 30, 2003, for the Fund's tax year end, the capital loss carryforwards along with the related expiration dates are as follows: <Table> <Caption> 2009 2010 2011 TOTAL - -------------------------------------------------------------------------------- $ 15,192,999 $ 36,554,608 $ 61,156,878 $ 112,904,485 </Table> As of November 30, 2003, the Fund's aggregate unrealized security gains and losses based on cost for U.S. Federal income tax purposes are as follows: <Table> Tax cost $ 593,545,870 - ------------------------------------------------ Gross unrealized gain 111,361,844 Gross unrealized loss (3,507,799) - ------------------------------------------------ Net unrealized security gain $ 107,854,045 - ----------------------------------------------- </Table> The difference between book-basis and tax-basis unrealized gains (losses) is primarily attributable to wash sales, and other temporary tax adjustments. 18 <Page> NOTES TO FINANCIAL STATEMENTS (CONTINUED) Permanent items identified during the year ended November 30, 2003, have been reclassified among the components of net assets based on their tax basis treatment as follows: <Table> <Caption> UNDISTRIBUTED DISTRIBUTIONS) IN EXCESS OF NET INVESTMENT PAID-IN INCOME CAPITAL - --------------------------------- $ 6,964,309 $ (6,964,309) </Table> 5. PORTFOLIO SECURITIES TRANSACTIONS As of November 30, 2003, the value of securities loaned is $86,536,476. These loans are collateralized by cash of $88,171,266, which is invested in a restricted money market account. In connection with the securities lending program, State Street Bank and Trust Company ("SSB") received fees of $46,292 for the year ended November 30, 2003, which is netted against securities lending income on the Statement of Operations. Purchases and sales of investment securities (other than short-term investments) for the year ended November 30, 2003 are as follows: <Table> <Caption> PURCHASES SALES - -------------------------------------- $ 470,129,698 $ 329,416,299 </Table> There were no purchases or sales of U.S. Government securities for the year ended November 30, 2003. 6. DIRECTORS' REMUNERATION The Company's officers and the one Director who are associated with Lord Abbett do not receive any compensation from the Company for serving in such capacities. Outside Directors' fees are allocated among all Lord Abbett-sponsored funds based on the net assets of each fund. There is an equity based plan available to all outside Directors under which outside Directors must defer receipt of a portion of, and may elect to defer receipt of an additional portion of Directors' fees. The deferred amounts are treated as though equivalent dollar amounts have been invested proportionately in the Fund. Such amounts and earnings accrued thereon are included in Directors' fees on the Statement of Operations and in Directors' fees payable on the Statement of Assets and Liabilities and are not deductible for federal income tax purposes until such amounts are paid. 7. EXPENSE REDUCTIONS The Company has entered into arrangements with its transfer agent and custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund's expenses. 8. LINE OF CREDIT The Fund, along with certain other funds managed by Lord Abbett, has available a $200,000,000 unsecured revolving credit facility ("Facility") from a consortium of banks, to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. Any borrowings under this Facility will bear interest at current market rates as 19 <Page> NOTES TO FINANCIAL STATEMENTS (CONTINUED) defined in the agreement. The fee for this Facility is an annual rate of .09%. At November 30, 2003, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the year ended November 30, 2003. 9. CUSTODIAN AND ACCOUNTING AGENT SSB is the Company's custodian and accounting agent. SSB performs custodian, accounting and recordkeeping functions relating to portfolio transactions and calculating the Fund's net asset value. 10. INVESTMENT RISKS The Fund is subject to the general risks and considerations associated with equity investing. The value of an investment will fluctuate in response to movements in the stock market in general, and to the changing prospects of individual companies in which the Fund invests. The Fund has particular risks associated with growth stocks. Growth companies may grow faster than other companies, which may result in more volatility in their stock prices. In addition, if the Fund's assessment of a company's potential for growth or market condition is wrong, it could suffer losses or produce poor performance relative to other funds, even in a rising market. The Fund invests largely in mid-sized company stocks, which may be less able to weather economic shifts or other adverse developments than larger, more established companies. These factors can affect Fund performance. 11. SUMMARY OF CAPITAL TRANSACTIONS The Fund has authorized 150 million shares of $0.001 par value capital stock designated as follows: 50 million Class A shares; 30 million Class B shares, 20 million Class C shares, 20 million Class P shares and 30 million Class Y shares. <Table> <Caption> YEAR ENDED YEAR ENDED NOVEMBER 30, 2003 NOVEMBER 30, 2002 - ----------------------------------------------------------------------------------------------------------- CLASS A SHARES SHARES AMOUNT SHARES AMOUNT - ----------------------------------------------------------------------------------------------------------- Shares sold 10,674,409 $ 170,500,182 10,439,961 $ 167,784,870 Shares reacquired (3,923,119) (58,912,982) (5,304,408) (79,930,274) - ----------------------------------------------------------------------------------------------------------- Increase 6,751,290 $ 111,587,200 5,135,553 $ 87,854,596 - ----------------------------------------------------------------------------------------------------------- CLASS B SHARES - ----------------------------------------------------------------------------------------------------------- Shares sold 1,660,415 $ 24,804,171 1,834,626 $ 29,079,354 Shares reacquired (941,409) (13,644,778) (1,166,535) (17,443,980) - ----------------------------------------------------------------------------------------------------------- Increase 719,006 $ 11,159,393 668,091 $ 11,635,374 - ----------------------------------------------------------------------------------------------------------- CLASS C SHARES Shares sold 1,562,453 $ 23,537,109 1,835,174 $ 29,103,488 Shares reacquired (898,259) (13,063,207) (967,096) (14,620,853) - ----------------------------------------------------------------------------------------------------------- Increase 664,194 $ 10,473,902 868,078 $ 14,482,635 - ----------------------------------------------------------------------------------------------------------- CLASS P SHARES Shares sold 308,433 $ 4,894,065 136,303 $ 2,152,072 Shares reacquired (68,341) (1,069,798) (41,080) (657,742) - ----------------------------------------------------------------------------------------------------------- Increase 240,092 $ 3,824,267 95,223 $ 1,494,330 - ----------------------------------------------------------------------------------------------------------- </Table> 20 <Page> NOTES TO FINANCIAL STATEMENTS (CONCLUDED) 12. SUBSEQUENT EVENT At the January 22, 2004 meeting, the Board of Directors of the Fund approved a proposal to replace the Fund's current management fee of .90 of 1% of average daily net assets with the follwing schedule: .80 of 1% of the first $1 billion of average daily net assets, .75 of 1% of the next $1 billion, and .70 of 1% of the next $1 billion, and .65 of 1% of assets over $3 billion. This change will be effective April 1, 2004. 21 <Page> INDEPENDENT AUDITORS' REPORT THE BOARD OF DIRECTORS AND SHAREHOLDERS, LORD ABBETT RESEARCH FUND, INC. - LORD ABBETT GROWTH OPPORTUNITIES FUND: We have audited the accompanying statement of assets and liabilities, including the schedule of investments of Lord Abbett Research Fund, Inc. - Lord Abbett Growth Opportunities Fund (the "Fund") as of November 30, 2003, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2003 by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Lord Abbett Research Fund, Inc. - Lord Abbett Growth Opportunities Fund as of November 30, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. /s/ DELOITTE & TOUCHE LLP New York, New York January 23, 2004 22 <Page> BASIC INFORMATION ABOUT MANAGEMENT The Company's Board of Directors is responsible for the management of the business and affairs of each Fund in accordance with the laws of the State of Maryland. The Board appoints officers who are responsible for the day-to-day operations of each Fund and who execute policies authorized by the Board. The Board also approves an investment adviser to the Fund and continues to monitor the cost and quality of the services provided by the investment adviser, and annually considers whether to renew the contract with the adviser. Generally, each Director holds office until his successor is elected and qualified or until his earlier resignation or removal, as provided in the Fund's organizational documents. Lord, Abbett & Co. LLC ("Lord Abbett"), a Delaware limited liability company, is the Fund's investment adviser. INTERESTED DIRECTOR The following Director is the Managing Partner of Lord Abbett and is an "interested person" as defined in the Act. Mr. Dow is also an officer, director, or trustee of each of the fourteen Lord Abbett-sponsored funds, which consist of 49 portfolios or series. <Table> <Caption> CURRENT POSITION NAME, ADDRESS AND LENGTH OF SERVICE PRINCIPAL OCCUPATION OTHER DATE OF BIRTH WITH COMPANY DURING PAST FIVE YEARS DIRECTORSHIPS - ----------------------------------------------------------------------------------------------------------- ROBERT S. DOW Director and Managing Partner and N/A Lord, Abbett & Co. LLC Chairman since 1996 Chief Investment Officer 90 Hudson Street of Lord Abbett since 1996 Jersey City, NJ Date of Birth: 3/8/1945 </Table> INDEPENDENT DIRECTORS The following independent or outside Directors are also directors or trustees of each of the fourteen Lord Abbett-sponsored funds, which consist of 49 portfolios or series. <Table> <Caption> CURRENT POSITION NAME, ADDRESS AND LENGTH OF SERVICE PRINCIPAL OCCUPATION OTHER DATE OF BIRTH WITH COMPANY DURING PAST FIVE YEARS DIRECTORSHIPS - ----------------------------------------------------------------------------------------------------------- E. THAYER BIGELOW Director since 1996 Managing General Partner, Currently serves as Bigelow Media, LLC Bigelow Media, LLC (since director of Adelphia 41 Madison Ave., 2000); Senior Adviser, Time Communications, Inc., Suite 3810 Warner Inc. (1998 - 2000); Crane Co., and Huttig New York, NY Acting Chief Executive Building Products Inc. Date of Birth: 10/22/1941 Officer of Courtroom Television Network (1997 - 1998); President and Chief Executive Officer of Time Warner Cable Programming, Inc. (1991 - 1997). </Table> 23 <Page> BASIC INFORMATION ABOUT MANAGEMENT (CONTINUED) <Table> <Caption> CURRENT POSITION NAME, ADDRESS AND LENGTH OF SERVICE PRINCIPAL OCCUPATION OTHER DATE OF BIRTH WITH COMPANY DURING PAST FIVE YEARS DIRECTORSHIPS - ----------------------------------------------------------------------------------------------------------- WILLIAM H.T. BUSH Director since 1998 Co-founder and Chairman of Currently serves as Bush-O'Donnell & Co., the Board of the financial director of Wellpoint Inc. advisory firm of Health Network, Inc., DT 101 South Hanley Road Bush-O'Donnell & Company Industries Inc., and Suite 1250 (since 1986). Engineered Support St. Louis, MO Systems, Inc. Date of Birth: 7/14/1938 ROBERT B. CALHOUN, JR. Director since 1998 Managing Director of Currently serves as Monitor Clipper Partners Monitor Clipper Partners director of Avondale, 650 Madison Ave., 9th Fl. (since 1997) and Inc. and Interstate New York, NY President of Clipper Bakeries Corp. Date of Birth: 10/25/1942 Asset Management Corp. (since 1991), both private equity investment funds. STEWART S. DIXON Director since 1996; Partner in the law firm N/A Wildman, Harrold, retired 12/31/2002 of Wildman, Harrold, Allen & Dixon Allen & Dixon (since 225 W. Wacker Drive, 1967). Suite 2800 Chicago, IL Date of Birth: 11/5/1930 FRANKLIN W. HOBBS Director since 2001 Senior Advisor (since Currently serves as Houlihan Lokey April 2003) and Former director of Adolph Coors Howard & Zukin Chief Executive Officer Company. 685 Third Ave. of Houlihan Lokey Howard New York, NY & Zukin, an investment Date of Birth: 7/30/1947 bank (January 2002 - April 2003); Chairman of Warburg Dillon Read (1999 - 2001); Global Head of Corporate Finance of SBC Warburg Dillon Read (1997 - 1999); Chief Executive Officer of Dillon, Read & Co. (1994 - 1997). C. ALAN MACDONALD Director since 1996 Retired - General Currently serves as 415 Round Hill Road Business and Governance director of Fountainhead Greenwich, CT Consulting (since 1992); Water Company, Lincoln Date of Birth: 5/19/1933 formerly President and Snacks, H.J. Baker, and CEO of Nestle Foods. Seix Fund, Inc.* </Table> 24 <Page> BASIC INFORMATION ABOUT MANAGEMENT (CONTINUED) <Table> <Caption> CURRENT POSITION NAME, ADDRESS AND LENGTH OF SERVICE PRINCIPAL OCCUPATION OTHER DATE OF BIRTH WITH COMPANY DURING PAST FIVE YEARS DIRECTORSHIPS - ----------------------------------------------------------------------------------------------------------- THOMAS J. NEFF Director since 1992 Chairman of Spencer Currently serves as Spencer Stuart Stuart, an executive director of Ace, Ltd. 277 Park Avenue search consulting firm and Exult, Inc. New York, NY (since 1996); President Date of Birth: 10/2/1937 of Spencer Stuart (1979 - 1996). JAMES F. ORR, III Director since 2002 President and CEO of Currently serves as 80 Pinckney Street Resigned 3/3/2003 LandingPoint Capital Chairman of Rockefeller Boston, MA (since 2002); Chairman Foundation, Director of Date of Birth: 3/5/1943 and CEO of United Asset Nashua Corp. and Management Corporation SteelPoint Technologies. (2000 to 2001); Chairman and CEO of UNUM Provident Corporation (1999 - merger); Chairman and CEO of UNUM Corporation (1988 - 1999). </Table> - ---------- * Seix Fund, Inc. is a registered investment company that is advised by Seix Investment Advisors Inc. Seix Investment Advisors Inc.'s Chairman, CEO, and Chief Investment Officer is married to Robert Dow, the Company's Chairman, CEO, and President and the Managing Partner of Lord Abbett. ---------------- None of the officers listed below have received compensation from the Company. All the officers of the Company may also be officers of the other Lord Abbett-sponsored funds and maintain offices at 90 Hudson Street, Jersey City, NJ 07302. <Table> <Caption> NAME AND CURRENT POSITION LENGTH OF SERVICE PRINCIPAL OCCUPATION (DATE OF BIRTH) WITH COMPANY OF CURRENT POSITION DURING PAST FIVE YEARS - --------------------------------------------------------------------------------------------------------- ROBERT S. DOW Chief Executive Elected in 1996 Managing Partner and (3/8/1945) Officer and Chief Investment President Officer of Lord Abbett since 1996. SHOLOM DINSKY Executive Vice Elected in 2002 Partner and Large (3/24/1944) President Cap Value Investment Manager, joined Lord Abbett in 2000, formerly Managing Director of Prudential Asset Management, prior thereto Director of Equity Research and Senior Vice President at Mitchell Hutchins Asset Management. </Table> 25 <Page> BASIC INFORMATION ABOUT MANAGEMENT (CONTINUED) <Table> <Caption> NAME AND CURRENT POSITION LENGTH OF SERVICE PRINCIPAL OCCUPATION (DATE OF BIRTH) WITH COMPANY OF CURRENT POSITION DURING PAST FIVE YEARS - --------------------------------------------------------------------------------------------------------- KEVIN P. FERGUSON Executive Vice Elected in 2001 Partner and Mid Cap (10/3/1964) President Growth Investment Manager, joined Lord Abbett in 1999, formerly Portfolio Manager/Senior Vice President at Lynch & Mayer, Inc. ROBERT P. FETCH Executive Vice Elected in 1997 Partner and (2/18/1953) President Small-Cap Value Senior Investment Manager, joined Lord Abbett in 1995. ROBERT G. MORRIS Executive Vice Elected in 1996 Partner and Director (11/6/1944) President of Equity Investments, joined Lord Abbett in 1991. ELI M. SALZMANN Executive Vice Elected in 1999 Partner and Director (3/24/1964) President of Institutional Equity Investments, joined Lord Abbett in 1997. CHRISTOPHER J. TOWLE Executive Vice Elected in 2001 Partner and (10/12/1957) President Investment Manager, joined Lord Abbett in 1987. EDWARD K. VON DER LINDE Executive Vice Elected in 2001 Partner and (6/12/1960) President Investment Manager, joined Lord Abbett in 1988. TRACIE E. AHERN Vice President and Elected in 1999 Partner and Director (1/12/1968) Treasurer of Portfolio Accounting and Operations, joined Lord Abbett in 1999, prior thereto Vice President - Head of Fund Administration of Morgan Grenfell. JOAN A. BINSTOCK Chief Financial Elected in 1999 Partner and Chief (3/4/1954) Officer and Operations Officer, Vice President joined Lord Abbett in 1999, prior thereto Chief Operating Officer of Morgan Grenfell. DANIEL E. CARPER Vice President Elected in 1993 Partner, joined (1/22/1952) Lord Abbett in 1979. </Table> 26 <Page> BASIC INFORMATION ABOUT MANAGEMENT (CONCLUDED) <Table> <Caption> NAME AND CURRENT POSITION LENGTH OF SERVICE PRINCIPAL OCCUPATION (DATE OF BIRTH) WITH COMPANY OF CURRENT POSITION DURING PAST FIVE YEARS - --------------------------------------------------------------------------------------------------------- PAUL A. HILSTAD Vice President and Elected in 1995 Partner and General (12/13/1942) Secretary Counsel, joined Lord Abbett in 1995. LAWRENCE H. KAPLAN Vice President and Elected in 1997 Partner and Deputy (1/16/1957) Assistant Secretary General Counsel, joined Lord Abbett in 1997. A. EDWARD OBERHAUS, III Vice President Elected in 1996 Partner and Manager (12/21/1959) of Equity Trading, joined Lord Abbett in 1983. CHRISTINA T. SIMMONS Vice President and Elected in 2000 Assistant General (11/12/1957) Assistant Secretary Counsel, joined Lord Abbett in 1999, formerly Assistant General Counsel of Prudential Investments from 1998 to 1999, prior thereto Counsel of Drinker, Biddle & Reath LLP, a law firm. BERNARD J. GRZELAK Assistant Treasurer Elected in 2003 Director of Fund (6/12/1971) Administration, joined Lord Abbett in 2003, formerly Vice President, Lazard Asset Management from 2000 to 2003, prior thereto Manager of Deloitte & Touche LLP. </Table> Please call 888-522-2388 for a copy of the Statement of Additional Information (SAI), which contains further information about the Company's Directors. It is available free upon request. 27 <Page> HOUSEHOLDING The Company has adopted a policy that allows it to send only one copy of the Fund's Prospectus, proxy material, annual report and semi-annual 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 800-821-5129 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 AND PROCEDURES A description of the policies and procedures that Lord Abbett uses to vote proxies related to the Fund's portfolio securities is available without charge, upon request, by calling 888-522-2388 or on Lord Abbett's web site at www.LordAbbett.com. 28 <Page> <Table> [LORD ABBETT(R) 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 Lord Abbett Research Fund, Inc. Fund prospectus. Lord Abbett Growth Opportunities Fund Lord Abbett Mutual Fund shares are distributed by: LORD ABBETT DISTRIBUTOR LLC LAGOF-2-1103 90 Hudson Street - Jersey City, New Jersey 07302-3973 (1/04) </Table> <Page> [LORD ABBETT LOGO] 2003 ANNUAL REPORT LORD ABBETT LARGE-CAP RESEARCH FUND SMALL-CAP VALUE FUND FOR THE YEAR ENDED NOVEMBER 30, 2003 <Page> - -------------------------------------------------------------------------------- LORD ABBETT RESEARCH FUND ANNUAL REPORT FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2003 DEAR SHAREHOLDERS: We are pleased to provide you with this twelve-month overview of the Lord Abbett Research Fund's strategies and performance for the fiscal year ended November 30, 2003. On this and the following pages, we discuss the major factors that influenced performance. 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, /s/ Robert S. Dow ROBERT S. DOW CHAIRMAN - -------------------------------------------------------------------------------- Q. WHAT WERE THE OVERALL MARKET CONDITIONS OF THE REPORTING PERIOD? A. War and general geopolitical concerns had a negative effect on the psyche of businesses and consumers during the first part of the period. Corporations entered the first quarter of 2003 cautiously and remained wary, selling existing inventories and implementing layoffs, as the economy continued to decelerate. The unemployment rate rose during the period, reaching 6.4% by June 2003. But, as the coalition's war effort made clear progress in the early spring, the fog of global uncertainty lifted, and broad equity indices experienced meaningful advances. In June, the Federal Reserve Board (the "Fed") cut interest rates by 25 basis points to 1%, in a continued attempt to spark the economy. With interest rates at levels not seen for over 40 years, the Fed is attempting a variety of measures to promote and sustain economic growth. Over the past year, the U.S. dollar weakened versus the euro. A weaker dollar can translate into more competitive pricing for U.S. goods overseas. Additionally, imports can become more expensive and less attractive to the U.S. consumer, resulting in higher sales of American-made goods within the U.S.--providing further stimulus for economic growth. During the second quarter of 2003, President Bush signed into law a tax reform/economic stimulus package with accelerated tax cuts and dividend exclusions. The U.S. economy continued to show signs of improvement during the third quarter of 2003, as domestic growth prospects and reported corporate profits improved. Further evidence of an economic recovery sparked the equity markets, adding to the market gains experienced in the second quarter. For the reporting period, major indices advanced, but concerns over future growth grew as the summer ended. As the economy entered the final months of 2003, early gross domestic product (GDP) numbers announced showed 1 <Page> - -------------------------------------------------------------------------------- that the U.S. economy expanded by an 8.2% rate in the third quarter, well ahead of expectations and up from the 3.3% growth rate reported for the second quarter. In addition, productivity data, an important gauge for inflation, remained strong in the fourth quarter and can be an important signal that interest rates may remain low in the near term. As the period came to a close, October's employment report showed an increase of 126,000 jobs and the unemployment rate dropped to 5.9% in November--an encouraging sign as the economy enters 2004. LORD ABBETT LARGE-CAP RESEARCH FUND Q. HOW DID THE FUND PERFORM OVER THE FISCAL YEAR ENDED NOVEMBER 30, 2003? A. Lord Abbett Large-Cap Research Fund returned 17.0%. This reflects performance at the Net Asset Value (NAV) of Class A shares, with all distributions reinvested for the fiscal year ended November 30, 2003. The Fund underperformed the S&P 500/Barra Value Index,(1) which returned 17.7% over the same period. STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS, which reflect performance at the maximum 5.75% sales charge applicable to Class A share investments and include the reinvestment of all distributions, as of November 30, 2003 are: 1 Year: 10.23%, 5 Years: 3.60% and 10 Years: 11.41%. Q. WHAT WERE THE MOST SIGNIFICANT FACTORS AFFECTING PERFORMANCE? A. The Fund's largest detractor from performance was stock selection in the healthcare sector. Large pharmaceutical holdings in this sector hurt performance, as their net income dropped due to the decline in sales of top-selling drugs coming off patent protection. In addition, stock selection in the energy sector affected performance for the period, as weakness in the drilling market and higher expenses hurt Fund holdings. The largest benefit to performance was the Fund's decision to underweight the telecomm services sector. Although holdings offered negative returns during the period, the Fund's selections declined less than the benchmark, and thereby benefited performance. While this sector has shown signs of improvement, high debt levels and fierce competition continues to burden telecommunications companies. Stock selection in the industrials sector also added to Fund performance. As the economy has improved over 2003, industrials companies have benefited from renewed business activity and thus, higher sales. In addition, stock selection in the technology sector added to the Fund's performance. 2 <Page> - -------------------------------------------------------------------------------- LORD ABBETT SMALL-CAP VALUE FUND Q. HOW DID THE FUND PERFORM OVER THE FISCAL YEAR ENDED NOVEMBER 30, 2003? A. Lord Abbett Small-Cap Value Fund returned 35.7%. This reflects performance at the Net Asset Value (NAV) of Class A shares, with all distributions reinvested for the fiscal year ended November 30, 2003. The Russell 2000(R) Value Index,(2) returned 34.9% over the same period. STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS, which reflect performance at the maximum 5.75% sales charge applicable to Class A share investments and include the reinvestment of all distributions, as of November 30, 2003 are: 1 Year: 27.85%, 5 Years: 14.34% and Since Inception (12/13/95): 15.03% Q. WHAT WERE THE MOST SIGNIFICANT FACTORS AFFECTING PERFORMANCE? A. The largest benefit to performance was the Fund's strong stock selection within the materials and processing sector where healthy increases in net income from improved efficiencies benefited certain holdings. Stock selection within the healthcare sector also added to performance during the Fund's fiscal year. Specifically, certain holdings benefited from strong net income, increased military contracts and reduced debt balances. In addition, stock selection within the financial services sector helped performance during the Fund's fiscal year. The Fund's largest detractor from performance was stock selection in the consumer discretionary sector. Specifically, stocks of companies within the footwear category declined from lower gross margins and higher-than-expected expenses. In addition, stock selection within the energy sector hurt performance for the period, as weakness in the drilling market, expiring drilling contracts, and lower margins hurt stocks of companies in this sector. 3 <Page> - -------------------------------------------------------------------------------- (1) The S&P 500/Barra Growth and Value Indices are constructed by dividing the stocks in an index according to a single attribute: price-to-book ratios. This splits the index into two mutually exclusive groups designed to track two of the predominant investment styles in the U.S. equity market. The Value Index contains companies with lower price-to-book ratios; conversely, the Growth Index contains firms with higher price-to-book ratios. Indices are unmanaged, do not reflect the deduction of fees or expenses and are not available for direct investment. (2) The Russell 2000(R) Value Index measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. Indices are unmanaged, do not reflect the deduction of fees or expenses and are not available for direct investment. IMPORTANT PERFORMANCE AND OTHER INFORMATION The views of each Fund's management and the portfolio holdings described in this report are as of November 30, 2003; these views and portfolio holdings may have changed subsequent to this date and they do not guarantee the future performance of the markets or the Fund. Information provided in this report should not be considered a recommendation to purchase or sell securities. A NOTE ABOUT RISK: See Notes to Financial Statements for a discussion of investment risks. For a more detailed discussion of the risks associated with the Fund, please see the Fund's Prospectus. PERFORMANCE: PERFORMANCE DATA QUOTED ABOVE IS HISTORICAL. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. BECAUSE OF ONGOING MARKET VOLATILITY, FUND PERFORMANCE MAY BE SUBJECT TO SUBSTANTIAL FLUCTUATION. The investment return and principal value of an investment in each Fund will fluctuate so that shares, on any given day or when redeemed, may be worth more or less than their original cost. Except where noted, comparative fund performance does not account for the deduction of sales charges and would be different if sales charges were included. Each Fund offers additional classes of shares with distinct pricing options. For a full description of the differences in pricing alternatives, please see each Fund's Prospectus. Each Fund is actively managed and, as a result, asset allocation may change. Sectors may include many industries. MUTUAL FUNDS ARE NOT INSURED BY THE FDIC, ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR GUARANTEED BY BANKS, AND ARE SUBJECT TO INVESTMENT RISKS INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. YOU CAN OBTAIN PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH END (AVAILABLE WITHIN SEVEN BUSINESS DAYS OF THE MOST RECENT MONTH END) BY CALLING LORD ABBETT AT 800-821-5129 OR REFER TO OUR WEBSITE AT www.LordAbbett.com. FOR MORE COMPLETE INFORMATION ABOUT ANY LORD ABBETT MUTUAL FUND, INCLUDING RISKS, INVESTMENT OBJECTIVES, CHARGES AND ONGOING EXPENSES, PLEASE CALL YOUR INVESTMENT PROFESSIONAL OR LORD ABBETT DISTRIBUTOR LLC AT 888-522-2388 FOR A PROSPECTUS. AN INVESTOR SHOULD READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. 4 <Page> LARGE-CAP RESEARCH FUND - -------------------------------------------------------------------------------- INVESTMENT COMPARISON Below is a comparison of a $10,000 investment in Class A shares with the same investment in both the S&P 500(R) Index and the S&P 500(R)/Barra Value Index, assuming reinvestment of all dividends and distributions. The performance of other classes will be greater than or less than the performance shown in the graph below due to different sales loads and expenses applicable to such classes. The graph and performance table below do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. [CHART] <Table> <Caption> THE FUND (CLASS A SHARES) THE FUND (CLASS A SHARES) S&P 500(R)/BARRA AT NET ASSET VALUE AT MAXIMUM OFFERING PRICE(1) S&P 500(R) INDEX(2) VALUE INDEX(2) Nov 30, 93 $ 10,000 $ 9,425 $ 10,000 $ 10,000 94 $ 10,822 $ 10,200 $ 10,104 $ 9,983 95 $ 14,374 $ 13,547 $ 13,835 $ 13,471 96 $ 18,147 $ 17,103 $ 17,689 $ 17,170 97 $ 21,753 $ 20,502 $ 22,730 $ 21,477 98 $ 24,678 $ 23,259 $ 28,112 $ 24,320 99 $ 28,871 $ 27,211 $ 33,985 $ 27,350 00 $ 32,267 $ 30,411 $ 32,547 $ 28,630 01 $ 30,892 $ 29,116 $ 28,573 $ 26,180 02 $ 26,715 $ 25,179 $ 23,856 $ 22,187 03 $ 31,249 $ 29,452 $ 27,453 $ 26,110 </Table> FISCAL YEAR-END 11/30 AVERAGE ANNUAL TOTAL RETURN AT MAXIMUM APPLICABLE SALES CHARGE FOR THE YEAR ENDED NOVEMBER 30, 2003 <Table> <Caption> 1 YEAR 5 YEARS 10 YEARS LIFE OF CLASS CLASS A(3) 10.23% 3.60% 11.41% -- CLASS B(4) 12.28% 4.01% -- 9.49% CLASS C(5) 16.27% 4.22% -- 7.70% CLASS P(6) 17.03% -- -- 2.05% CLASS Y(7) 17.43% -- -- 2.07% </Table> (1) Reflects the deduction of the maximum initial sales charge of 5.75% (2) Performance for each unmanaged index does not reflect transaction costs, management fees or sales charges. The performance of the indices, particularly that of the S&P 500(R) Index, is not necessarily representative of the Fund's performance. (3) Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended November 30, 2003 using the SEC-required uniform method to compute such return. (4) Class B shares were first offered on August 1, 1996. Performance reflects the deduction of a CDSC of 4% for 1 year, 1% for 5 years and 0% for the life of the class. (5) Class C shares were first offered on April 1, 1997. The 1% CDSC for Class C shares normally applies before the first anniversary of the purchase date. Performance is at net asset value. (6) Class P shares were first offered on April 28, 1999. Performance is at net asset value. (7) Class Y shares were first offered on May 4, 1999. Performance is at net asset value. 5 <Page> SMALL-CAP VALUE FUND - -------------------------------------------------------------------------------- INVESTMENT COMPARISON Below is a comparison of a $10,000 investment in Class A shares with the same investment in the Russell 2000(R) Index and Russell 2000(R) Value Index, assuming reinvestment of all dividends and distributions. The performance of other classes will be greater than or less than the performance shown in the graph below due to different sales loads and expenses applicable to such classes. The graph and performance table below do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. [CHART] <Table> <Caption> THE FUND (CLASS A SHARES) THE FUND (CLASS A SHARES) RUSSELL 2000(R) RUSSELL 2000(R) AT NET ASSET VALUE AT MAXIMUM OFFERING PRICE(1) INDEX(2) VALUE INDEX(2) Dec 13, 95 $ 10,000 $ 9,425 $ 10,000 $ 10,000 Nov-1996 $ 12,824 $ 12,087 $ 11,352 $ 11,755 97 $ 17,683 $ 16,666 $ 14,010 $ 15,470 98 $ 15,612 $ 14,715 $ 13,082 $ 14,508 99 $ 16,992 $ 16,015 $ 15,132 $ 14,300 00 $ 21,309 $ 20,083 $ 15,044 $ 16,348 01 $ 24,530 $ 23,120 $ 15,769 $ 19,452 02 $ 23,863 $ 22,491 $ 14,098 $ 19,101 03 $ 32,375 $ 30,514 $ 19,214 $ 25,769 </Table> FISCAL YEAR-END 11/30 AVERAGE ANNUAL TOTAL RETURN AT MAXIMUM APPLICABLE SALES CHARGE FOR THE YEAR ENDED NOVEMBER 30, 2003 <Table> <Caption> 1 YEAR 5 YEARS LIFE OF CLASS CLASS A(3) 27.85% 14.34% 15.03% CLASS B(4) 30.78% 14.85% 13.78% CLASS C(5) 34.74% 14.98% 13.03% CLASS P(6) 35.48% -- 14.32% CLASS Y(7) 36.10% 16.10% 11.05% </Table> (1) Reflects the deduction of the maximum initial sales charge of 5.75% (2) Performance for each unmanaged index does not reflect transaction costs, management fees or sales charges. The performance of the indices is not necessarily representative of the Fund's performance. (3) Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended November 30, 2003 using the SEC-required uniform method to compute such return. Class A shares were first offered on December 13, 1995. (4) Class B shares were first offered on November 15, 1996. Performance reflects the deduction of a CDSC of 4% for 1 year, 1% for 5 years and 0% for the life of the class. (5) Class C shares were first offered on April 1, 1997. The 1% CDSC for Class C shares normally applies before the first anniversary of the purchase date. Performance is at net asset value. (6) Class P shares were first offered on June 23, 1999. Performance is at net asset value. (7) Class Y shares were first offered on December 30, 1997. Performance is at net asset value. 6 <Page> SCHEDULE OF INVESTMENTS LARGE-CAP RESEARCH FUND NOVEMBER 30, 2003 <Table> <Caption> VALUE INVESTMENTS SHARES (000) - -------------------------------------------------------------------------------- COMMON STOCKS 94.64% AEROSPACE & DEFENSE 0.79% Lockheed Martin Corp. 32,200 $ 1,479 United Technologies Corp. 17,500 1,500 ------------ TOTAL 2,979 ------------ AIRLINES 1.03% AMR Corp.* 82,400 1,057 Southwest Airlines Co. 157,200 2,827 ------------ TOTAL 3,884 ------------ BEVERAGES 2.36% Diageo plc ADR 49,500 2,503 PepsiCo, Inc. 134,100 6,453 ------------ TOTAL 8,956 ------------ CHEMICALS 4.50% E.I. du Pont de Nemours & Co. 124,800 5,174 Monsanto Co. 80,409 2,181 Potash Corp. of Saskatchewan(a) 22,500 1,826 Praxair, Inc. 60,200 4,321 Rohm & Haas Co. 87,900 3,529 ------------ TOTAL 17,031 ------------ COMMERCIAL BANKS 10.81% Bank of America Corp. 33,300 2,512 Bank of New York Co., Inc. 110,900 3,402 Bank One Corp. 180,100 7,809 FleetBoston Financial Corp. 120,700 4,901 Mellon Financial Corp. 217,700 6,270 U.S. Bancorp 99,500 2,757 Wachovia Corp. 153,600 7,027 Wells Fargo & Co. 109,600 6,283 ------------ TOTAL 40,961 ------------ COMMERCIAL SERVICES & SUPPLIES 1.03% Waste Management, Inc. 133,000 $ 3,912 ------------ COMMUNICATIONS EQUIPMENT 2.66% Corning, Inc.* 189,300 2,169 Motorola, Inc. 564,200 7,921 ------------ TOTAL 10,090 ------------ COMPUTERS & PERIPHERALS 4.49% Apple Computer, Inc.* 435,620 9,113 EMC Corp.* 573,600 7,881 ------------ TOTAL 16,994 ------------ DIVERSIFIED FINANCIALS 6.09% Citigroup, Inc. 219,100 10,306 J.P. Morgan Chase & Co. 98,300 3,476 MBNA Corp. 73,800 1,810 Merrill Lynch & Co., Inc. 94,900 5,386 The Goldman Sachs Group, Inc. 21,800 2,095 ------------ TOTAL 23,073 ------------ DIVERSIFIED TELECOMMUNICATION SERVICES 2.35% BellSouth Corp. 75,900 1,976 SBC Communications, Inc. 123,000 2,863 Verizon Communications, Inc. 124,000 4,064 ------------ TOTAL 8,903 ------------ ELECTRIC UTILITIES 2.37% Constellation Energy Group, Inc. 63,600 2,394 FPL Group, Inc. 22,400 1,424 Progress Energy, Inc. 81,000 3,549 Public Service Enterprise Group, Inc. 39,300 1,612 ------------ TOTAL 8,979 ------------ </Table> SEE NOTES TO FINANCIAL STATEMENTS. 7 <Page> SCHEDULE OF INVESTMENTS (CONTINUED) LARGE-CAP RESEARCH FUND NOVEMBER 30, 2003 <Table> <Caption> VALUE INVESTMENTS SHARES (000) - -------------------------------------------------------------------------------- ELECTRICAL EQUIPMENT 0.50% Emerson Electric Co. 31,100 $ 1,898 ------------ ELECTRONIC EQUIPMENT & INSTRUMENTS 0.96% Agilent Technologies, Inc.* 95,100 2,689 Solectron Corp.* 158,400 927 ------------ TOTAL 3,616 ------------ ENERGY EQUIPMENT & SERVICES 0.76% Baker Hughes, Inc. 99,243 2,864 ------------ FOOD PRODUCTS 3.29% Archer-Daniels-Midland Co. 124,200 1,775 General Mills, Inc. 101,800 4,582 Kellogg Co. 67,000 2,397 Kraft Foods, Inc. Class A 116,800 3,699 ------------ TOTAL 12,453 ------------ HEALTHCARE EQUIPMENT & SUPPLIES 0.37% Baxter Int'l., Inc. 50,100 1,394 ------------ HEALTHCARE PROVIDERS & SERVICES 1.09% Cardinal Health, Inc. 49,900 3,051 Tenet Healthcare Corp.* 74,900 1,094 ------------ TOTAL 4,145 ------------ HOTELS, RESTAURANTS & LEISURE 0.10% McDonald's Corp. 14,600 374 ------------ HOUSEHOLD DURABLES 0.51% Newell Rubbermaid, Inc. 85,100 1,946 ------------ INDUSTRIAL CONGLOMERATES 2.49% 3M Co. 51,600 4,078 Tyco Int'l., Ltd.(a) 233,800 5,366 ------------ TOTAL 9,444 ------------ INSURANCE 3.02% American Int'l. Group, Inc. 135,592 $ 7,858 Hartford Financial Group, Inc. 65,300 3,592 ------------ TOTAL 11,450 ------------ MACHINERY 5.91% Caterpillar, Inc. 32,400 2,464 Deere & Co. 165,300 10,121 Dover Corp. 27,400 1,052 Eaton Corp. 65,900 6,787 Illinois Tool Works, Inc. 12,300 961 Parker - Hannifin Corp. 18,100 995 ------------ TOTAL 22,380 ------------ MEDIA 9.35% Clear Channel Comm, Inc. 125,100 5,231 Comcast Corp.* 246,907 7,444 Gannett Co., Inc. 26,500 2,295 The Walt Disney Co. 403,000 9,305 Tribune Co. 69,600 3,400 Viacom, Inc. 196,850 7,740 ------------ TOTAL 35,415 ------------ METALS & MINING 3.87% Alcoa, Inc. 247,500 8,120 Newmont Mining Corp. 135,700 6,533 ------------ TOTAL 14,653 ------------ MULTI-LINE RETAIL 1.61% Target Corp. 157,500 6,098 ------------ OFFICE ELECTRONICS 1.83% Xerox Corp.* 570,300 6,946 ------------ OIL & GAS 5.54% Exxon Mobil Corp. 326,080 11,794 Total S.A. ADR 113,600 9,175 ------------ TOTAL 20,969 ------------ </Table> SEE NOTES TO FINANCIAL STATEMENTS. 8 <Page> SCHEDULE OF INVESTMENTS (CONTINUED) LARGE-CAP RESEARCH FUND NOVEMBER 30, 2003 <Table> <Caption> VALUE INVESTMENTS SHARES (000) - -------------------------------------------------------------------------------- PAPER & FOREST PRODUCTS 2.48% Bowater, Inc. 38,600 $ 1,579 International Paper Co. 159,200 5,924 Weyerhaeuser Co. 33,100 1,887 ------------ TOTAL 9,390 ------------ PERSONAL PRODUCTS 0.70% Gillette Co. 78,600 2,651 ------------ PHARMACEUTICALS 5.31% Abbott Laboratories 43,400 1,918 Merck & Co., Inc. 85,400 3,467 Novartis AG ADR 102,300 4,317 Schering-Plough Corp. 330,100 5,298 Wyeth 129,300 5,094 ------------ TOTAL 20,094 ------------ ROAD & RAIL 1.52% Canadian National Railway(a) 23,080 1,370 CSX Corp. 111,600 3,782 Union Pacific Corp. 9,200 586 ------------ TOTAL 5,738 ------------ SEMICONDUCTOR EQUIPMENT & PRODUCTS 0.45% Teradyne, Inc.* 67,390 1,696 ------------ SPECIALTY RETAIL 3.11% Limited Brands, Inc. 230,010 4,122 Staples, Inc.* 96,300 2,615 The Gap, Inc. 235,300 5,059 ------------ TOTAL 11,796 ------------ TEXTILES & APPAREL 1.39% NIKE, Inc. Class B 78,500 5,279 ------------ TOTAL COMMON STOCKS (Cost $314,496,501) 358,451 ============ <Caption> PRINCIPAL AMOUNT VALUE INVESTMENTS (000) (000) - -------------------------------------------------------------------------------- SHORT-TERM INVESTMENT 7.39% REPURCHASE AGREEMENT 7.39% Repurchase Agreement dated 11/28/2003, 0.98% due 12/1/2003 with State Street Bank & Trust Co. collateralized by $28,430,000 of Federal National Mortgage Assoc. at 1.18% due 7/27/2004; value $28,566,038; proceeds: $28,006,545 (Cost $28,004,258) $ 28,004 $ 28,004 ============ TOTAL INVESTMENTS 102.03% (Cost $342,500,759) $ 386,455 ============ </Table> * Non-income producing security. (a) Foreign security traded in U.S. dollars. ADR-American Depository Receipt. SEE NOTES TO FINANCIAL STATEMENTS. 9 <Page> SCHEDULE OF INVESTMENTS SMALL-CAP VALUE FUND NOVEMBER 30, 2003 <Table> <Caption> VALUE INVESTMENTS SHARES (000) - -------------------------------------------------------------------------------- COMMON STOCKS 95.72% AEROSPACE 1.54% Curtiss-Wright Corp. 7,900 $ 647 Hexcel Corp.* 5,900 41 Moog, Inc. Class A* 205,050 8,920 Orbital Sciences Corp.*^ 584,200 5,357 ------------ TOTAL 14,965 ------------ AGRICULTURE FISHING & RANCHING 1.30% Delta & Pine Land Co.^ 500,600 12,640 ------------ AIR TRANSPORTATION 0.56% Alaska Air Group, Inc.*^ 92,500 2,660 Offshore Logistics, Inc.*^ 110,600 2,793 ------------ TOTAL 5,453 ------------ AUTO PARTS: AFTER MARKET 1.11% Keystone Automotive Industries, Inc.*^ 192,100 4,682 TBC Corp.* 207,000 6,133 ------------ TOTAL 10,815 ------------ AUTO PARTS: ORIGINAL EQUIPMENT 2.05% American Axle & Mfg Holdings* 310,000 12,285 Borg Warner, Inc. 96,500 7,624 ------------ TOTAL 19,909 ------------ BANKS 0.52% KNBT Bancorp, Inc.*^ 300,030 5,077 ------------ BANKS: OUTSIDE NEW YORK CITY 4.20% Corus Bankshares, Inc. 80,000 4,984 Cullen/Frost Bankers, Inc. 350,000 14,063 Doral Financial Corp.(a) 430,000 21,745 ------------ TOTAL 40,792 ------------ BUILDING: MATERIALS 2.20% Hughes Supply, Inc.^ 208,900 9,547 NCI Building Systems, Inc.* 185,000 $ 4,309 Simpson Manufacturing Co., Inc.* 153,000 7,527 ------------ TOTAL 21,383 ------------ CHEMICALS 1.73% OM Group, Inc.*^ 540,000 13,073 Quaker Chemical Corp. 142,700 3,743 ------------ TOTAL 16,816 ------------ COMMUNICATIONS TECHNOLOGY 0.08% Bel Fuse, Inc. Class B 26,200 760 ------------ COMPUTER SERVICES SOFTWARE & SYSTEMS 5.40% Aspen Technology, Inc.*^ 281,412 2,164 Datastream Systems, Inc.* 432,040 3,219 Electronics for Imaging, Inc.*^ 625,000 17,250 Mercury Computer Systems, Inc.*^ 276,800 6,629 MICROS Systems, Inc.* 369,700 15,993 OpticNet, Inc.*~ 81,550 1 Reynolds & Reynolds 260,000 7,213 ------------ TOTAL 52,469 ------------ COMPUTER TECHNOLOGY 1.58% Analogic Corp. 36,400 1,529 Concurrent Computer Corp.* 622,600 2,509 Zebra Technologies Corp. Class A* 178,000 11,315 ------------ TOTAL 15,353 ------------ CONSUMER ELECTRONICS 1.28% Take-Two Interactive Software, Inc.*^ 375,000 12,413 ------------ CONSUMER PRODUCTS 1.55% Yankee Candle, Co.* 510,000 15,055 ------------ </Table> SEE NOTES TO FINANCIAL STATEMENTS. 10 <Page> SCHEDULE OF INVESTMENTS (CONTINUED) SMALL-CAP VALUE FUND NOVEMBER 30, 2003 <Table> <Caption> VALUE INVESTMENTS SHARES (000) - -------------------------------------------------------------------------------- COPPER 1.19% Mueller Industries, Inc.* 359,000 $ 11,603 ------------ DIVERSIFIED MANUFACTURING 0.31% CLARCOR, Inc. 68,700 3,008 ------------ DRUG & GROCERY STORE CHAINS 1.23% Casey's General Stores, Inc. 683,300 11,937 ------------ DRUGS & PHARMACEUTICALS 0.05% Parexel Int'l Corp.* 23,700 438 ------------ ELECTRICAL EQUIPMENT & COMPONENTS 1.27% Ametek, Inc. 55,300 2,616 Technitrol, Inc.* 410,000 9,754 ------------ TOTAL 12,370 ------------ ELECTRONICS 2.38% BEI Technologies, Inc.^ 693,600 12,256 Methode Electronics, Inc. 161,400 2,071 Vishay Intertechnology, Inc.* 419,800 8,820 ------------ TOTAL 23,147 ------------ ELECTRONICS: INSTRUMENTS GAUGES & METERS 1.15% Dionex Corp.*^ 239,000 11,228 ------------ ELECTRONICS: MEDICAL SYSTEMS 0.90% Haemonetics Corp. of Mass* 385,000 8,793 ------------ ELECTRONICS: TECHNOLOGY 3.87% Intermagnetics General Corp.*^ 634,000 14,284 Scansource, Inc.*^ 534,000 23,357 ------------ TOTAL 37,641 ------------ ENGINEERING & CONTRACTING SERVICES 1.00% Dycom Industries, Inc.* 42,500 1,078 Quanta Services, Inc.*^ 213,500 $ 1,633 URS Corp.*^ 309,300 7,052 ------------ TOTAL 9,763 ------------ FINANCE COMPANIES 0.34% Quanta Capital Holdings 325,000 3,315 ------------ FINANCIAL MISCELLANEOUS 0.04% Financial Federal Corp.*^ 11,900 391 ------------ FOODS 1.31% Smithfield Foods, Inc.* 542,300 12,717 ------------ FOREST PRODUCTS 0.50% Universal Forest Products 158,500 4,825 ------------ FUNERAL PARLORS & CEMETERY 0.72% Stewart Enterprises, Inc.*^ 1,500,000 7,005 ------------ HEALTHCARE FACILITIES 2.43% Manor Care, Inc. 385,000 13,598 Pharm Product Development, Inc.* 337,000 10,002 ------------ TOTAL 23,600 ------------ HEALTHCARE MANAGEMENT SERVICES 2.42% Sierra Health Services, Inc.*^ 858,500 23,523 ------------ HOTEL/MOTEL 1.16% The Marcus Corp. 753,800 11,269 ------------ HOUSEHOLD FURNISHINGS 0.74% Blyth, Inc. 170,000 5,108 Libbey, Inc.^ 73,000 2,140 ------------ TOTAL 7,248 ------------ IDENTIFICATION CONTROL & FILTER DEVICES 0.49% IDEX Corp.^ 119,700 4,726 ------------ </Table> SEE NOTES TO FINANCIAL STATEMENTS. 11 <Page> SCHEDULE OF INVESTMENTS (CONTINUED) SMALL-CAP VALUE FUND NOVEMBER 30, 2003 <Table> <Caption> VALUE INVESTMENTS SHARES (000) - -------------------------------------------------------------------------------- INSURANCE: MULTI-LINE 0.73% Markel Corp.*^ 27,500 $ 7,074 ------------- INSURANCE: PROPERTY-CASUALTY 3.75% Odyssey Re Holdings Corp.^ 766,200 17,538 Philadelphia Cons. Holding Corp.* 95,000 4,810 Selective Insurance Group, Inc.^ 316,000 10,242 The Navigators Group, Inc.* 120,000 3,817 ------------- TOTAL 36,407 ------------- MACHINERY: ENGINES 1.81% Briggs & Stratton Corp. 260,000 17,550 ------------- MACHINERY: INDUSTRIAL/SPECIALTY 2.16% Tennant Co. 270,000 11,642 Woodward Governor Co.^ 187,000 9,328 ------------- TOTAL 20,970 ------------- MACHINERY: OIL WELL EQUIPMENT & SERVICES 3.29% Grant Prideco, Inc.* 775,000 9,029 Grey Wolf, Inc.* 2,500,000 8,475 Helmerich & Payne, Inc. 300,000 7,230 Pride Int'l., Inc.* 455,000 7,257 ------------- TOTAL 31,991 ------------- MACHINERY: SPECIALTY 0.69% JLG Industries, Inc.^ 445,000 6,693 ------------- MEDICAL & DENTAL INSTRUMENTS & SUPPLIES 3.11% ICU Medical, Inc.*^ 280,000 9,545 Molecular Devices Corp.*^ 349,300 6,927 Varian, Inc.* 340,000 13,790 ------------- TOTAL 30,262 ------------- MEDICAL SERVICES 1.39% Covance, Inc.* 516,000 13,483 ------------- METAL FABRICATING 2.42% Maverick Tube Corp.* 200,000 $ 3,696 Quanex Corp. 502,000 19,844 ------------- TOTAL 23,540 ------------- METALS & MINERALS MISCELLANEOUS 2.71% Graftech International Ltd.* 1,600,000 18,944 Minerals Technologies, Inc. 138,000 7,376 ------------- TOTAL 26,320 ------------- MISCELLANEOUS MATERIALS & PROCESSING 2.38% Rogers Corp.* 528,200 23,188 ------------- MULTI-SECTOR COMPANIES 0.79% Trinity Industries, Inc.^ 295,000 7,655 ------------- OFFSHORE DRILLING 0.12% Atwood Oceanics, Inc.*^ 45,000 1,156 ------------- OIL: CRUDE PRODUCERS 2.78% Chesapeake Energy Corp.^ 406,000 4,953 Patina Oil & Gas Corp.^ 213,462 9,580 Westport Resources Corp.*^ 460,000 12,466 ------------- TOTAL 26,999 ------------- PUBLISHING: NEWSPAPERS 1.13% Journal Register Co.* 550,000 10,973 ------------- REAL ESTATE INVESTMENT TRUSTS 3.50% Brandywine Realty Trust 99,600 2,694 EastGroup Properties, Inc. 302,300 9,417 Glenborough Realty Trust, Inc. 201,600 3,961 Nationwide Health Properties^ 570,000 10,380 Prentiss Properties Trust 180,000 5,715 SL Green Realty Corp. 50,000 1,868 ------------- TOTAL 34,035 ------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 12 <Page> SCHEDULE OF INVESTMENTS (CONCLUDED) SMALL-CAP VALUE FUND NOVEMBER 30, 2003 <Table> <Caption> VALUE INVESTMENTS SHARES (000) - -------------------------------------------------------------------------------- RESTAURANTS 0.39% CKE Restaurants*^ 535,600 $ 3,749 ------------- RETAIL 3.72% Barnes & Noble, Inc.*^ 310,000 10,286 Brookstone, Inc.* 33,000 783 Marinemax, Inc.* 167,100 3,175 Pier 1 Imports, Inc. 860,000 21,930 ------------- TOTAL 36,174 ------------- SAVINGS & LOAN 1.94% Bank Mutual Corp. 271,129 3,129 W Holding Company, Inc.(a) 238,754 6,315 Webster Financial Corp. 205,000 9,399 ------------- TOTAL 18,843 ------------- SERVICES: COMMERCIAL 0.63% Casella Waste Systems, Inc.* 455,000 6,097 ------------- SHIPPING 1.23% Kirby Corp.* 400,000 12,000 ------------- SHOES 0.34% Skechers USA, Inc.-Class A*^ 447,300 3,323 ------------- TELECOMMUNICATIONS EQUIPMENT 1.38% Arris Group, Inc.*^ 503,500 3,248 C-Cor.Net Corp.* 864,955 10,206 ------------- TOTAL 13,454 ------------- TEXTILES APPAREL MANUFACTURERS 1.19% Genesco, Inc.*^ 50,100 812 Perry Ellis Int'l, Inc.*^ 215,000 5,216 Warnaco Group, Inc.* 360,000 5,555 ------------- TOTAL 11,583 ------------- TOYS 1.25% Hasbro, Inc. 547,900 12,114 ------------- TRUCKERS 0.34% P.A.M. Transportation Svcs.* 170,000 $ 3,324 ------------- UTILITIES: WATER 1.95% Philadelphia Suburban Corp. 700,000 18,956 ------------- TOTAL COMMON STOCKS (Cost $695,025,713) 930,360 ============= SHORT-TERM INVESTMENTS 17.25% COLLATERAL FOR SECURITIES ON LOAN 12.19% State Street Navigator Securities Lending Prime Portfolio, 1.06%(b) 118,428,282 118,428 ------------- <Caption> PRINCIPAL AMOUNT (000) ----- REPURCHASE AGREEMENT 5.06% Repurchase Agreement dated 11/28/2003, 0.98% due 12/1/2003 with State Street Bank & Trust Co. collateralized by $2,285,000 of Federal Home Loan Mortgage Corp. at zero coupon due 11/12/2004, and $47,060,000 of Federal National Mortgage Assoc. at 4.875% due 4/16/2004; value $50,195,956; proceeds: $49,210,458 $ 49,207 49,207 ------------- TOTAL SHORT-TERM INVESTMENTS (Cost $167,634,722) 167,635 ------------- TOTAL INVESTMENTS 112.97% (Cost $862,660,435) $ 1,097,995 ------------- </Table> * Non-income producing security. ^ Security (or a portion of security) on loan. See Note 5. ~ Fair Valued Security . See Note 2a. (a) Foreign security traded in U.S. dollars. (b) Rate shown reflects seven day yield as of November 30, 2003. SEE NOTES TO FINANCIAL STATEMENTS. 13 <Page> STATEMENTS OF ASSETS AND LIABILITIES November 30, 2003 <Table> <Caption> LARGE-CAP SMALL-CAP RESEARCH FUND VALUE FUND ASSETS: Investment in securities, at cost $ 342,500,759 $ 862,660,435 - ----------------------------------------------------------------------------------------------------------- Investment in securities, at value $ 386,455,256 $ 1,097,995,420 Receivables: Interest and dividends 586,232 786,081 Investment securities sold - 4,091,647 Capital shares sold 2,194,848 1,258,386 Prepaid expenses and other assets 18,905 210,212 - ----------------------------------------------------------------------------------------------------------- TOTAL ASSETS 389,255,241 1,104,341,746 - ----------------------------------------------------------------------------------------------------------- LIABILITIES: Payable upon return of securities on loan - 118,428,282 Payables: Investment securities purchased 9,505,149 11,993,062 Capital shares reacquired 383,018 704,286 Management fees 225,809 578,586 12b-1 distribution fees 167,263 376,655 Administration fees 12,031 30,747 Directors' fees 13,221 40,296 To affiliate - 1,707 Accrued expenses and other liabilities 170,991 267,755 - ----------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 10,477,482 132,421,376 =========================================================================================================== NET ASSETS $ 378,777,759 $ 971,920,370 =========================================================================================================== COMPOSITION OF NET ASSETS: Paid-in capital $ 345,582,456 $ 672,572,694 Undistributed (distributions in excess of) net investment income 468,998 (40,296) Accumulated net realized gain (loss) on investments (11,228,192) 64,052,987 Net unrealized appreciation on investments 43,954,497 235,334,985 - ----------------------------------------------------------------------------------------------------------- NET ASSETS $ 378,777,759 $ 971,920,370 =========================================================================================================== NET ASSETS BY CLASS: Class A Shares $ 261,230,711 $ 510,582,345 Class B Shares $ 80,541,536 $ 182,436,635 Class C Shares $ 36,778,283 $ 81,967,191 Class P Shares $ 152,469 $ 47,470,833 Class Y Shares $ 74,760 $ 149,463,366 OUTSTANDING SHARES BY CLASS: Class A Shares 10,499,273 19,900,897 Class B Shares 3,346,752 7,466,064 Class C Shares 1,523,153 3,351,059 Class P Shares 6,096 1,853,886 Class Y Shares 2,999 5,699,089 NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE (NET ASSETS DIVIDED BY OUTSTANDING SHARES): Class A Shares-Net asset value $ 24.88 $ 25.66 Class A Shares-Maximum offering price (Net asset value plus sales charge of 5.75%) $ 26.40 $ 27.23 Class B Shares-Net asset value $ 24.07 $ 24.44 Class C Shares-Net asset value $ 24.15 $ 24.46 Class P Shares-Net asset value $ 25.01 $ 25.61 Class Y Shares-Net asset value $ 24.93 $ 26.23 =========================================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 14 <Page> STATEMENTS OF OPERATIONS For the Year Ended November 30, 2003 <Table> <Caption> LARGE-CAP SMALL-CAP RESEARCH FUND VALUE FUND INVESTMENT INCOME: Dividends $ 5,608,480 $ 6,370,440 Interest 115,791 330,714 Securities lending-net - 131,750 Foreign withholding tax (27,252) (34,682) - ----------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT INCOME 5,697,019 6,798,222 - ----------------------------------------------------------------------------------------------------------- EXPENSES: Management fees 2,336,781 5,367,791 12b-1 distribution plan-Class A 745,182 1,384,236 12b-1 distribution plan-Class B 709,392 1,542,484 12b-1 distribution plan-Class C 325,909 693,262 12b-1 distribution plan-Class P 177 111,353 Shareholder servicing 775,882 1,339,564 Market data 1,787 2,083 Professional 31,790 67,679 Reports to shareholders 71,263 145,056 Fund accounting 2,144 3,778 Fund administration 114,727 261,342 Custody 25,165 52,885 Directors' fees 8,567 17,518 Registration 70,342 73,543 Subsidy (see Note 3) - 184,837 Other - 113,310 - ----------------------------------------------------------------------------------------------------------- Gross expenses 5,219,108 11,360,721 Expense reductions (3,189) (7,138) - ----------------------------------------------------------------------------------------------------------- NET EXPENSES 5,215,919 11,353,583 - ----------------------------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) 481,100 (4,555,361) - ----------------------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS): Net realized gain (loss) on investments (4,393,899) 69,175,832 Net change in unrealized appreciation/depreciation on investments 54,245,352 172,512,238 =========================================================================================================== NET REALIZED AND UNREALIZED GAIN 49,851,453 241,688,070 =========================================================================================================== NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 50,332,553 $ 237,132,709 =========================================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 15 <Page> STATEMENTS OF CHANGES IN NET ASSETS For the Year Ended November 30, 2003 <Table> <Caption> LARGE-CAP SMALL-CAP INCREASE IN NET ASSETS RESEARCH FUND VALUE FUND OPERATIONS: Net investment income (loss) $ 481,100 $ (4,555,361) Net realized gain (loss) on investments (4,393,899) 69,175,832 Net change in unrealized appreciation/depreciation on investments 54,245,352 172,512,238 - ----------------------------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS 50,332,553 237,132,709 =========================================================================================================== DISTRIBUTIONS TO SHAREHOLDERS FROM: Net realized gain Class A - (21,303,825) Class B - (10,485,449) Class C - (4,705,031) Class P - (978,096) Class Y - (5,696,400) - ----------------------------------------------------------------------------------------------------------- TOTAL DISTRIBUTIONS TO SHAREHOLDERS - (43,168,801) =========================================================================================================== CAPITAL SHARE TRANSACTIONS: Net proceeds from sales of shares 83,059,077 235,550,069 Reinvestment of distributions - 30,366,101 Cost of shares reacquired (58,728,763) (133,000,120) - ----------------------------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS 24,330,314 132,916,050 =========================================================================================================== NET INCREASE IN NET ASSETS 74,662,867 326,879,958 =========================================================================================================== NET ASSETS: Beginning of year 304,114,892 645,040,412 - ----------------------------------------------------------------------------------------------------------- END OF YEAR $ 378,777,759 $ 971,920,370 =========================================================================================================== UNDISTRIBUTED (DISTRIBUTIONS IN EXCESS OF) NET INVESTMENT INCOME $ 468,998 $ (40,296) =========================================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 16 <Page> STATEMENTS OF CHANGES IN NET ASSETS For the Year Ended November 30, 2002 <Table> <Caption> LARGE-CAP SMALL-CAP DECREASE IN NET ASSETS RESEARCH FUND VALUE FUND OPERATIONS: Net investment loss $ (105,790) $ (3,681,589) Net realized gain (loss) on investments (5,506,288) 42,693,430 Net change in unrealized appreciation/depreciation on investments (45,768,769) (59,636,095) - ----------------------------------------------------------------------------------------------------------- NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS (51,380,847) (20,624,254) =========================================================================================================== DISTRIBUTIONS TO SHAREHOLDERS FROM: Net realized gain Class A (1,436,317) (21,061,000) Class B (530,284) (10,043,006) Class C (232,677) (4,478,515) Class P (7) (223,801) Class Y (7) (3,995,570) - ----------------------------------------------------------------------------------------------------------- TOTAL DISTRIBUTIONS TO SHAREHOLDERS (2,199,292) (39,801,892) =========================================================================================================== CAPITAL SHARE TRANSACTIONS: Net proceeds from sales of shares 73,825,156 158,646,643 Reinvestment of distributions 1,875,757 25,567,955 Cost of shares reacquired (74,700,741) (216,693,621) - ----------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS 1,000,172 (32,479,023) =========================================================================================================== NET INCREASE (DECREASE) IN NET ASSETS (52,579,967) (92,905,169) =========================================================================================================== NET ASSETS: Beginning of year 356,694,859 737,945,581 - ----------------------------------------------------------------------------------------------------------- END OF YEAR $ 304,114,892 $ 645,040,412 =========================================================================================================== DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME $ (12,102) $ (38,022) =========================================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 17 <Page> FINANCIAL HIGHLIGHTS LARGE-CAP RESEARCH FUND <Table> <Caption> YEAR ENDED 11/30 ----------------------------------------------------------------------- 2003 2002 2001 2000 1999 PER SHARE OPERATING PERFORMANCE (CLASS A SHARES) NET ASSET VALUE, BEGINNING OF YEAR $ 21.27 $ 24.75 $ 26.83 $ 25.32 $ 21.91 =========== =========== =========== =========== =========== Investment operations Net investment income(a) .08 .04 .06 .11 .08 Net realized and unrealized gain (loss) 3.53 (3.37) (1.14) 2.74 3.60 ----------- ----------- ----------- ----------- ----------- Total from investment operations 3.61 (3.33) (1.08) 2.85 3.68 ----------- ----------- ----------- ----------- ----------- Distributions to shareholders from: Net investment income - - (.09) (.03) (.10) Net realized gain - (.15) (.91) (1.31) (.17) ----------- ----------- ----------- ----------- ----------- Total distributions - (.15) (1.00) (1.34) (.27) ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, END OF YEAR $ 24.88 $ 21.27 $ 24.75 $ 26.83 $ 25.32 =========== =========== =========== =========== =========== Total Return(b) 16.97% (13.52)% (4.26)% 11.75% 16.99% RATIOS TO AVERAGE NET ASSETS Expenses, including expense reductions 1.46% 1.45% 1.45% 1.54% 1.43% Expenses, excluding expense reductions 1.46% 1.45% 1.45% 1.54% 1.43% Net investment income .36% .16% .22% .46% .33% <Caption> YEAR ENDED 11/30 ----------------------------------------------------------------------- SUPPLEMENTAL DATA: 2003 2002 2001 2000 1999 - -------------------------------------------------------------------------------------------------------------------------------- Net assets, end of year (000) $ 261,231 $ 201,315 $ 234,533 $ 200,064 $ 169,844 Portfolio turnover rate 34.98% 74.76% 81.79% 74.72% 60.59% - -------------------------------------------------------------------------------------------------------------------------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 18 <Page> FINANCIAL HIGHLIGHTS (CONTINUED) LARGE-CAP RESEARCH FUND <Table> <Caption> YEAR ENDED 11/30 ----------------------------------------------------------------------- 2003 2002 2001 2000 1999 PER SHARE OPERATING PERFORMANCE (CLASS B SHARES) NET ASSET VALUE, BEGINNING OF YEAR $ 20.70 $ 24.25 $ 26.37 $ 25.03 $ 21.71 =========== =========== =========== =========== =========== Investment operations Net investment loss(a) (.06) (.10) (.10) (.04) (.09) Net realized and unrealized gain (loss) 3.43 (3.30) (1.11) 2.69 3.58 ----------- ----------- ----------- ----------- ----------- Total from investment operations 3.37 (3.40) (1.21) 2.65 3.49 ----------- ----------- ----------- ----------- ----------- Distributions to shareholders from net realized gain - (.15) (.91) (1.31) (.17) ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, END OF YEAR $ 24.07 $ 20.70 $ 24.25 $ 26.37 $ 25.03 =========== =========== =========== =========== =========== Total Return(b) 16.28% (14.10)% (4.81)% 11.04% 16.21% RATIOS TO AVERAGE NET ASSETS Expenses, including expense reductions 2.10% 2.06% 2.07% 2.15% 2.11% Expenses, excluding expense reductions 2.10% 2.06% 2.07% 2.15% 2.11% Net investment loss (.28)% (.45)% (.39)% (.16)% (.35)% <Caption> YEAR ENDED 11/30 ----------------------------------------------------------------------- SUPPLEMENTAL DATA: 2003 2002 2001 2000 1999 - -------------------------------------------------------------------------------------------------------------------------------- Net assets, end of year (000) $ 80,542 $ 70,636 $ 85,011 $ 79,968 $ 68,590 Portfolio turnover rate 34.98% 74.76% 81.79% 74.72% 60.59% - -------------------------------------------------------------------------------------------------------------------------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 19 <Page> FINANCIAL HIGHLIGHTS (CONTINUED) LARGE-CAP RESEARCH FUND <Table> <Caption> YEAR ENDED 11/30 ----------------------------------------------------------------------- 2003 2002 2001 2000 1999 PER SHARE OPERATING PERFORMANCE (CLASS C SHARES) NET ASSET VALUE, BEGINNING OF YEAR $ 20.77 $ 24.27 $ 26.41 $ 25.05 $ 21.73 =========== =========== =========== =========== =========== Investment operations Net investment loss(a) (.06) (.06) (.11) (.03) (.09) Net realized and unrealized gain (loss) 3.44 (3.29) (1.12) 2.70 3.58 ----------- ----------- ----------- ----------- ----------- Total from investment operations 3.38 (3.35) (1.23) 2.67 3.49 ----------- ----------- ----------- ----------- ----------- Distributions to shareholders from net realized gain - (.15) (.91) (1.31) (.17) ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, END OF YEAR $ 24.15 $ 20.77 $ 24.27 $ 26.41 $ 25.05 =========== =========== =========== =========== =========== Total Return(b) 16.27% (13.88)% (4.88)% 11.12% 16.20% RATIOS TO AVERAGE NET ASSETS Expenses, including expense reductions 2.10% 1.87% 2.10% 2.15% 2.11% Expenses, excluding expense reductions 2.10% 1.87% 2.10% 2.15% 2.11% Net investment loss (.28)% (.26)% (.43)% (.14)% (.35)% <Caption> YEAR ENDED 11/30 ----------------------------------------------------------------------- SUPPLEMENTAL DATA: 2003 2002 2001 2000 1999 - -------------------------------------------------------------------------------------------------------------------------------- Net assets, end of year (000) $ 36,778 $ 32,109 $ 37,149 $ 26,954 $ 17,567 Portfolio turnover rate 34.98% 74.76% 81.79% 74.72% 60.59% - -------------------------------------------------------------------------------------------------------------------------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 20 <Page> FINANCIAL HIGHLIGHTS (CONTINUED) LARGE-CAP RESEARCH FUND <Table> <Caption> YEAR ENDED 11/30 4/28/1999(c) -------------------------------------------------------- TO 2003 2002 2001 2000 11/30/1999 PER SHARE OPERATING PERFORMANCE (CLASS P SHARES) NET ASSET VALUE, BEGINNING OF PERIOD $ 21.37 $ 24.87 $ 26.92 $ 25.36 $ 25.09 =========== =========== =========== =========== =========== Investment operations Net investment income(a) .02 .02 .07 .10 .09 Net realized and unrealized gain (loss) 3.62 (3.37) (1.13) 2.78 .21 ----------- ----------- ----------- ----------- ----------- Total from investment operations 3.64 (3.35) (1.06) 2.88 .30 ----------- ----------- ----------- ----------- ----------- Distributions to shareholders from: Net investment income - - (.08) (.01) (.03) Net realized gain - (.15) (.91) (1.31) - ----------- ----------- ----------- ----------- ----------- Total distributions - (.15) (.99) (1.32) (.03) ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, END OF PERIOD $ 25.01 $ 21.37 $ 24.87 $ 26.92 $ 25.36 =========== =========== =========== =========== =========== Total Return(b) 17.03% (13.54)% (4.16)% 11.84% 1.20%(d) RATIOS TO AVERAGE NET ASSETS Expenses, including expense reductions 1.55%+ 1.51% 1.52% 1.60% .92%(d) Expenses, excluding expense reductions 1.55%+ 1.51% 1.52% 1.60% .92%(d) Net investment income .27%+ .10% .27% .40% .34%(d) <Caption> YEAR ENDED 11/30 4/28/1999(c) -------------------------------------------------------- TO SUPPLEMENTAL DATA: 2003 2002 2001 2000 11/30/1999 - -------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000) $ 152 $ 1 $ 1 $ 1 $ 1 Portfolio turnover rate 34.98% 74.76% 81.79% 74.72% 60.59% - -------------------------------------------------------------------------------------------------------------------------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 21 <Page> FINANCIAL HIGHLIGHTS (CONTINUED) LARGE-CAP RESEARCH FUND <Table> <Caption> YEAR ENDED 11/30 5/4/1999(c) -------------------------------------------------------- TO 2003 2002 2001 2000 11/30/1999 PER SHARE OPERATING PERFORMANCE (CLASS Y SHARES) NET ASSET VALUE, BEGINNING OF PERIOD $ 21.23 $ 24.61 $ 26.74 $ 25.30 $ 25.21 =========== =========== =========== =========== =========== Investment operations Net investment income(a) .16 .13 .08 .22 .04 Net realized and unrealized gain (loss) 3.54 (3.36) (1.12) 2.64 .09 ----------- ----------- ----------- ----------- ----------- Total from investment operations 3.70 (3.23) (1.04) 2.86 .13 ----------- ----------- ----------- ----------- ----------- Distributions to shareholders from: Net investment income - - (.18) (.11) (.04) Net realized gain - (.15) (.91) (1.31) - ----------- ----------- ----------- ----------- ----------- Total distributions - (.15) (1.09) (1.42) (.04) ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, END OF PERIOD $ 24.93 $ 21.23 $ 24.61 $ 26.74 $ 25.30 =========== =========== =========== =========== =========== Total Return(b) 17.43% (13.19)% (4.14)% 11.82% .52%(d) RATIOS TO AVERAGE NET ASSETS Expenses, including expense reductions 1.10% 1.06% 1.07% 1.15% .63%(d) Expenses, excluding expense reductions 1.10% 1.06% 1.07% 1.15% .63%(d) Net investment income .72% .55% .32% .85% .15%(d) <Caption> YEAR ENDED 11/30 5/4/1999(c) -------------------------------------------------------- TO SUPPLEMENTAL DATA: 2003 2002 2001 2000 11/30/1999 - -------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000) $ 75 $ 54 $ 1 $ 1 $ 1 Portfolio turnover rate 34.98% 74.76% 81.79% 74.72% 60.59% - -------------------------------------------------------------------------------------------------------------------------------- </Table> + The ratios have been determined on a Fund basis. (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) Commencement of offering of class shares. (d) Not annualized. SEE NOTES TO FINANCIAL STATEMENTS. 22 <Page> FINANCIAL HIGHLIGHTS SMALL-CAP VALUE FUND <Table> <Caption> YEAR ENDED 11/30 ----------------------------------------------------------------------- 2003 2002 2001 2000 1999 PER SHARE OPERATING PERFORMANCE (CLASS A SHARES) NET ASSET VALUE, BEGINNING OF YEAR $ 20.29 $ 22.02 $ 19.60 $ 15.63 $ 14.36 =========== =========== =========== =========== =========== Investment operations Net investment loss(a) (.10) (.07) (.13) (.19) (.12) Net realized and unrealized gain (loss) 6.81 (.48) 3.04 4.16 1.39 ----------- ----------- ----------- ----------- ----------- Total from investment operations 6.71 (.55) 2.91 3.97 1.27 ----------- ----------- ----------- ----------- ----------- Distributions to shareholders from net realized gain (1.34) (1.18) (.49) - - ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, END OF YEAR $ 25.66 $ 20.29 $ 22.02 $ 19.60 $ 15.63 =========== =========== =========== =========== =========== Total Return(b) 35.67% (2.72)% 15.12% 25.40% 8.84% RATIOS TO AVERAGE NET ASSETS Expenses, including expense reductions 1.45% 1.41% 1.43% 1.60% 1.52% Expenses, excluding expense reductions 1.45% 1.41% 1.44% 1.60% 1.52% Net investment loss (.50)% (.34)% (.60)% (1.04)% (.80)% <Caption> YEAR ENDED 11/30 ----------------------------------------------------------------------- SUPPLEMENTAL DATA: 2003 2002 2001 2000 1999 - -------------------------------------------------------------------------------------------------------------------------------- Net assets, end of year (000) $ 510,582 $ 321,243 $ 394,443 $ 275,010 $ 209,516 Portfolio turnover rate 66.11% 77.12% 64.76% 76.21% 83.93% - -------------------------------------------------------------------------------------------------------------------------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 23 <Page> FINANCIAL HIGHLIGHTS (CONTINUED) SMALL-CAP VALUE FUND <Table> <Caption> YEAR ENDED 11/30 ----------------------------------------------------------------------- 2003 2002 2001 2000 1999 PER SHARE OPERATING PERFORMANCE (CLASS B SHARES) NET ASSET VALUE, BEGINNING OF YEAR $ 19.50 $ 21.33 $ 19.13 $ 15.34 $ 14.20 =========== =========== =========== =========== =========== Investment operations Net investment loss(a) (.22) (.20) (.26) (.29) (.22) Net realized and unrealized gain (loss) 6.50 (.45) 2.95 4.08 1.36 ----------- ----------- ----------- ----------- ----------- Total from investment operations 6.28 (.65) 2.69 3.79 1.14 ----------- ----------- ----------- ----------- ----------- Distributions to shareholders from net realized gain (1.34) (1.18) (.49) - - ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, END OF YEAR $ 24.44 $ 19.50 $ 21.33 $ 19.13 $ 15.34 =========== =========== =========== =========== =========== Total Return(b) 34.78% (3.25)% 14.33% 24.71% 8.03% RATIOS TO AVERAGE NET ASSETS Expenses, including expense reductions 2.07% 2.04% 2.05% 2.23% 2.19% Expenses, excluding expense reductions 2.07% 2.04% 2.06% 2.23% 2.19% Net investment loss (1.12)% (.97)% (1.22)% (1.67)% (1.48)% <Caption> YEAR ENDED 11/30 ----------------------------------------------------------------------- SUPPLEMENTAL DATA: 2003 2002 2001 2000 1999 - -------------------------------------------------------------------------------------------------------------------------------- Net assets, end of year (000) $ 182,437 $ 153,101 $ 182,555 $ 153,894 $ 155,495 Portfolio turnover rate 66.11% 77.12% 64.76% 76.21% 83.93% - -------------------------------------------------------------------------------------------------------------------------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 24 <Page> FINANCIAL HIGHLIGHTS (CONTINUED) SMALL-CAP VALUE FUND <Table> <Caption> YEAR ENDED 11/30 ----------------------------------------------------------------------- 2003 2002 2001 2000 1999 PER SHARE OPERATING PERFORMANCE (CLASS C SHARES) NET ASSET VALUE, BEGINNING OF YEAR $ 19.52 $ 21.31 $ 19.13 $ 15.34 $ 14.20 =========== =========== =========== =========== =========== Investment operations Net investment loss(a) (.22) (.17) (.28) (.29) (.22) Net realized and unrealized gain (loss) 6.50 (.44) 2.95 4.08 1.36 ----------- ----------- ----------- ----------- ----------- Total from investment operations 6.28 (.61) 2.67 3.79 1.14 ----------- ----------- ----------- ----------- ----------- Distributions to shareholders from net realized gain (1.34) (1.18) (.49) - - ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, END OF YEAR $ 24.46 $ 19.52 $ 21.31 $ 19.13 $ 15.34 =========== =========== =========== =========== =========== Total Return(b) 34.74% (3.07)% 14.22% 24.71% 8.03% RATIOS TO AVERAGE NET ASSETS Expenses, including expense reductions 2.07% 1.90% 2.16% 2.23% 2.19% Expenses, excluding expense reductions 2.07% 1.90% 2.17% 2.23% 2.19% Net investment loss (1.12)% (.83)% (1.32)% (1.67)% (1.48)% <Caption> YEAR ENDED 11/30 ----------------------------------------------------------------------- SUPPLEMENTAL DATA: 2003 2002 2001 2000 1999 - -------------------------------------------------------------------------------------------------------------------------------- Net assets, end of year (000) $ 81,967 $ 69,121 $ 81,396 $ 51,061 $ 45,929 Portfolio turnover rate 66.11% 77.12% 64.76% 76.21% 83.93% - -------------------------------------------------------------------------------------------------------------------------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 25 <Page> FINANCIAL HIGHLIGHTS (CONTINUED) SMALL-CAP VALUE FUND <Table> <Caption> YEAR ENDED 11/30 6/23/1999(c) -------------------------------------------------------- TO 2003 2002 2001 2000 11/30/1999 PER SHARE OPERATING PERFORMANCE (CLASS P SHARES) NET ASSET VALUE, BEGINNING OF PERIOD $ 20.27 $ 22.01 $ 19.61 $ 15.63 $ 16.41 =========== =========== =========== =========== =========== Investment operations Net investment loss(a) (.12) (.08) (.14) (.20) (.06) Net realized and unrealized gain (loss) 6.80 (.48) 3.03 4.18 (.72) ----------- ----------- ----------- ----------- ----------- Total from investment operations 6.68 (.56) 2.89 3.98 (.78) ----------- ----------- ----------- ----------- ----------- Distributions to shareholders from net realized gain (1.34) (1.18) (.49) - - ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, END OF PERIOD $ 25.61 $ 20.27 $ 22.01 $ 19.61 $ 15.63 =========== =========== =========== =========== =========== Total Return(b) 35.48% (2.72)% 15.01% 25.46% (4.75)%(d) RATIOS TO AVERAGE NET ASSETS Expenses, including expense reductions 1.52% 1.49% 1.50% 1.68% .72%(d) Expenses, excluding expense reductions 1.52% 1.49% 1.51% 1.68% .72%(d) Net investment loss (.57)% (.42)% (.66)% (1.00)% (.41)%(d) <Caption> YEAR ENDED 11/30 6/23/1999(c) -------------------------------------------------------- TO SUPPLEMENTAL DATA: 2003 2002 2001 2000 11/30/1999 - ------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000) $ 47,471 $ 14,005 $ 4,150 $ 1 $ 1 Portfolio turnover rate 66.11% 77.12% 64.76% 76.21% 83.93% - ------------------------------------------------------------------------------------------------------------------------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 26 <Page> FINANCIAL HIGHLIGHTS (CONCLUDED) SMALL-CAP VALUE FUND <Table> <Caption> YEAR ENDED 11/30 ----------------------------------------------------------------------- 2003 2002 2001 2000 1999 PER SHARE OPERATING PERFORMANCE (CLASS Y SHARES) NET ASSET VALUE, BEGINNING OF YEAR $ 20.64 $ 22.30 $ 19.77 $ 15.71 $ 14.40 =========== =========== =========== =========== =========== Investment operations Net investment income (loss)(a) (.02) .01 (.05) (.12) (.07) Net realized and unrealized gain (loss) 6.95 (.49) 3.07 4.18 1.38 ----------- ----------- ----------- ----------- ----------- Total from investment operations 6.93 (.48) 3.02 4.06 1.31 ----------- ----------- ----------- ----------- ----------- Distributions to shareholders from net realized gain (1.34) (1.18) (.49) - - ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, END OF YEAR $ 26.23 $ 20.64 $ 22.30 $ 19.77 $ 15.71 =========== =========== =========== =========== =========== Total Return(b) 36.10% (2.31)% 15.56% 25.84% 9.10% RATIOS TO AVERAGE NET ASSETS Expenses, including expense reductions 1.07% 1.04% 1.05% 1.23% 1.19% Expenses, excluding expense reductions 1.07% 1.04% 1.06% 1.23% 1.19% Net investment income (loss) (.12)% .03% (.24)% (.67)% (.47)% <Caption> YEAR ENDED 11/30 ----------------------------------------------------------------------- SUPPLEMENTAL DATA: 2003 2002 2001 2000 1999 - -------------------------------------------------------------------------------------------------------------------------------- Net assets, end of year (000) $ 149,463 $ 87,570 $ 75,402 $ 70,122 $ 49,608 Portfolio turnover rate 66.11% 77.12% 64.76% 76.21% 83.93% - -------------------------------------------------------------------------------------------------------------------------------- </Table> (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) Commencement of offering of class shares. (d) Not annualized. SEE NOTES TO FINANCIAL STATEMENTS. 27 <Page> NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION Lord Abbett Research Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940 (the "Act") as a diversified open-end management investment company incorporated under Maryland law on April 6, 1992. The Company currently consists of four separate funds. This report covers the following two funds: Large-Cap Series ("Large-Cap Research Fund") and Small-Cap Value Series ("Small-Cap Value Fund") (collectively, the "Funds"). Large-Cap Research Fund's investment objective is growth of capital and growth of income consistent with reasonable risk. Small-Cap Value Fund's investment objective is long-term capital appreciation. Each Fund offers five classes of shares: Classes A, B, C, P, and Y, each with different expenses and dividends. A front-end sales charge is normally added to the NAV for Class A shares. There is no front-end sales charge in the case of Class B, C, P, and Y shares, although there may be a contingent deferred sales charge ("CDSC") as follows: certain redemptions of Class A shares made within 24 months following any purchase made without a sales charge; 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 convert to Class A shares on the eighth anniversary of the original purchase of Class B shares. Small-Cap Value Fund is open to certain new investors on a limited basis. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. 2. SIGNIFICANT ACCOUNTING POLICIES (a) INVESTMENT VALUATION-Securities traded on any recognized U.S. or non-U.S. exchange or on NASDAQ, Inc. are valued at the last sale price or official closing price on the exchange or system on which they are principally traded. Unlisted equity securities are valued at the last quoted sales price or, if no sales price is available, at the mean between the most recently quoted bid and asked prices. Securities for which market quotations are not readily available are valued at fair value as determined by management and approved in good faith by the Board of Directors. Short-term securities with 60 days or less remaining to maturity are valued using the amortized cost method, which approximates current market value. (b) SECURITY TRANSACTIONS-Security transactions are recorded as of the date that the securities are purchased or sold (trade date). Realized gains and losses from sales of portfolio securities are calculated using the identified-cost method. Realized and unrealized gains or 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. Discounts are accreted and premiums are amortized using the effective interest method. Investment income is allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day. 28 <Page> NOTES TO FINANCIAL STATEMENTS (CONTINUED) (d) FEDERAL 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 federal income tax provision is required. (e) EXPENSES-Expenses incurred by the Company that do not specifically relate to an individual Fund are allocated to the Funds within the Company on a pro rata basis. 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, Class B, Class C and Class P shares bear all the expenses and fees relating to their respective 12b-1 Distribution Plans. (f) SECURITIES LENDING-Each Fund may lend its securities to member banks of the Federal Reserve System and to registered broker/dealers approved by the Fund. The loans are collateralized at all times by cash and/or U.S. Treasury securities in an amount at least equal to 102% of the market value of domestic securities loaned (105% in the case of foreign securities loaned) as determined at the close of business on the preceding business day. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. Lending portfolio securities could result in a loss or delay in recovering the Fund's securities if the borrower defaults. (g) REPURCHASE AGREEMENTS--Each Fund may enter into repurchase agreements with respect to securities. A repurchase agreement is a transaction in which the 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, U.S. Government securities or U.S. government sponsored enterprises securities having a value equal to, or in excess of, the value of the repurchase agreement. If the seller of the agreement defaults on its obligation to repurchase the underlying securities at a time when the value of those securities has declined, the Fund may incur a loss upon disposition of the securities. 3. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES MANAGEMENT FEES The Company has a management agreement with Lord, Abbett & Co. LLC ("Lord Abbett") pursuant to which Lord Abbett supplies each Fund with investment management services and executive and other personnel, pays the remuneration of officers, 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 portfolios. The management fee is based on each Fund's average daily net assets at an annual rate of .75%. In addition, effective January 1, 2003, Lord Abbett began providing certain administrative services to each Fund pursuant to an Administrative Services Agreement at an annual rate of .04% of each Fund's average daily net assets. This results in Lord Abbett paying fund accounting expenses that were previously charged to the Funds. 29 <Page> NOTES TO FINANCIAL STATEMENTS (CONTINUED) 12b-1 DISTRIBUTION PLANS Each Fund has adopted a distribution plan with respect to one or more classes of shares pursuant to Rule 12b-1 of the Act, which provides for the payment of ongoing distribution and service fees to Lord Abbett Distributor LLC ("Distributor"), an affiliate of Lord Abbett. The fees are accrued daily at annual rates based upon average daily net assets as follows: <Table> <Caption> FEE CLASS A CLASS B CLASS C CLASS P - ------------------------------------------------------------------------- Service .25% .25% .25% .20% Distribution .10%(1)(2) .75% .75% .25% </Table> (1) In addition, each Fund pays a one-time distribution fee of up to 1% on certain qualifying purchases which is generally amortized over a two-year period. Large-Cap Research Fund and Small-Cap Value Fund collected $558 and $23,327 respectively of CDSCs during the year. (2) In addition, until January 1, 2003, each Fund paid an incremental marketing expense of approximately .03% of the average daily net assets attributable to Class A. Class Y does not have a distribution plan. COMMISSIONS Distributor received the following commissions on sales of Class A shares of the Funds, after concessions were paid to authorized dealers, for the year ended November 30, 2003: <Table> <Caption> DISTRIBUTOR DEALERS' COMMISSIONS CONCESSIONS - ---------------------------------------------------------------------------- Large-Cap Research Fund $ 174,885 $ 936,509 Small-Cap Value Fund 22,274 125,903 </Table> One Director and certain of the Funds' officers have an interest in Lord Abbett. Small-Cap Value Fund, along with certain other funds managed by Lord Abbett (the "Underlying Funds"), has entered into a Servicing Arrangement with Alpha Series of Lord Abbett Securities Trust ("Alpha Series") pursuant to which each Underlying Fund pays a portion of the expenses of Alpha Series in proportion to the average daily value of the Underlying Fund shares owned by Alpha Series. 4. DISTRIBUTIONS AND CAPITAL LOSS CARRYFORWARDS Dividends from net investment income, if any, are declared and paid at least semi-annually for Large-Cap Research Fund and at least annually for Small-Cap Value Fund. Taxable net realized gains from securities transactions, reduced by capital loss carryforwards, if any, are declared and distributed to shareholders at least annually. The capital loss carryforward amount is available to offset future net capital gains. Dividends and distributions to shareholders are recorded on the ex-dividend date. The amount 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 net investment income and net realized capital gains for tax purposes are reported as distributions of paid-in capital. 30 <Page> NOTES TO FINANCIAL STATEMENTS (CONTINUED) On December 11, 2003, a net investment income distribution of $600,000 was declared for Large-Cap Research Fund, and short-term capital gain and long-term capital gain distributions of $10,345,065 and $53,471,895, respectively, were declared for Small-Cap Value Fund. The distributions were paid on December 12, 2003 to shareholders of record on December 11, 2003. The tax character of distributions paid during the fiscal years ended November 30, 2003 and November 30, 2002 are as follows: <Table> <Caption> LARGE-CAP RESEARCH FUND SMALL-CAP VALUE FUND - ----------------------------------------------------------------------------------------------------- 11/30/2003 11/30/2002 11/30/2003 11/30/2002 - ----------------------------------------------------------------------------------------------------- Distributions paid from: Ordinary income $ - - - - Net long-term capital gains - $ 2,199,292 $ 43,168,801 $ 39,801,892 - ----------------------------------------------------------------------------------------------------- Total distributions paid $ - $ 2,199,292 $ 43,168,801 $ 39,801,892 - ----------------------------------------------------------------------------------------------------- </Table> As of November 30, 2003, the components of accumulated earnings (losses) on a tax basis are as follows: <Table> <Caption> LARGE-CAP RESEARCH FUND SMALL-CAP VALUE FUND - ----------------------------------------------------------------------------------------------------- Undistributed ordinary income - net $ 482,219 $ 10,345,065 Undistributed long-term capital gains - 53,471,895 - ----------------------------------------------------------------------------------------------------- Total undistributed earnings $ 482,219 $ 63,816,960 Capital loss carryforwards* (7,313,992) - Temporary differences (13,221) (40,296) Unrealized gains - net 40,040,297 235,571,012 - ----------------------------------------------------------------------------------------------------- Total accumulated gains - net $ 33,195,303 $ 299,347,676 - ----------------------------------------------------------------------------------------------------- </Table> * As of November 30, 2003, the capital loss carryforwards along with the related expiration dates are as follows: <Table> <Caption> 2010 2011 TOTAL - --------------------------------------------------------------------------- Large-Cap Research Fund $ 2,899,066 $ 4,414,926 $ 7,313,992 </Table> At November 30, 2003, the aggregate unrealized security gains and losses based on cost for U.S. Federal income tax purposes are as follows: <Table> <Caption> LARGE-CAP RESEARCH FUND SMALL-CAP VALUE FUND - ----------------------------------------------------------------------------------------------------- Tax cost $ 346,414,959 $ 862,424,408 - ----------------------------------------------------------------------------------------------------- Gross unrealized gain 53,014,099 238,702,994 Gross unrealized loss (12,973,802) (3,131,982) - ----------------------------------------------------------------------------------------------------- Net unrealized security gain $ 40,040,297 $ 235,571,012 - ----------------------------------------------------------------------------------------------------- </Table> The difference between book-basis and tax-basis unrealized gains (losses) is primarily attributable to wash sales, and other temporary tax adjustments. Permanent items identified during the year ended November 30, 2003 have been reclassified among the components of net assets based on their tax basis as follows: <Table> <Caption> UNDISTRIBUTED (DISTRIBUTIONS IN EXCESS OF) ACCUMULATED NET INVESTMENT NET REALIZED PAID-IN INCOME GAIN (LOSS) CAPITAL - -------------------------------------------------------------------------------------------- Small-Cap Value Fund $ 4,553,087 $ (4,468,006) $ (85,081) </Table> 31 <Page> NOTES TO FINANCIAL STATEMENTS (CONTINUED) 5. PORTFOLIO SECURITIES TRANSACTIONS At November 30, 2003, the value of securities loaned for Small-Cap Value Fund is $115,523,597. These loans are collateralized by cash of $118,428,282, which is invested in a restricted money market account. In connection with the securities lending program, State Street Bank and Trust Company ("SSB") received fees of $68,516 for the year ended November 30, 2003, which is netted against securities lending income on the Statement of Operations. As of November 30, 2003, there were no securities on loan and there was no securities lending activity during the year for Large-Cap Research Fund. Purchases and sales of investment securities (other than short-term investments) for the year ended November 30, 2003 are as follows: <Table> <Caption> PURCHASES SALES - ----------------------------------------------------------------- Large-Cap Research Fund $ 116,684,249 $ 105,650,137 Small-Cap Value Fund 523,601,418 457,014,556 </Table> There were no purchases or sales of U.S. Government securities for the year ended November 30, 2003. 6. DIRECTORS' REMUNERATION The Company's officers and the one Director who are associated with Lord Abbett do not receive any compensation from the Company for serving in such capacities. Outside Directors' fees are allocated among all Lord Abbett-sponsored funds based on the net assets of each fund. There is an equity based plan available to all outside Directors under which outside Directors must defer receipt of a portion of, and may elect to defer receipt of an additional portion of Directors' fees. The deferred amounts are treated as though equivalent dollar amounts have been invested proportionately in the Funds. Such amounts and earnings accrued thereon are included in Directors' fees on the Statements of Operations and in Directors' fees payable on the Statements of Assets and Liabilities and are not deductible for federal income tax purposes until such amounts are paid. 7. EXPENSE REDUCTIONS The Company has entered into arrangements with its transfer agent and custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Funds' expenses. 8. LINE OF CREDIT Each Fund, along with certain other funds managed by Lord Abbett, has available a $200,000,000 unsecured revolving credit facility ("Facility") from a consortium of banks, to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. Any borrowings under this Facility will bear interest at current market rates as defined in the agreement. The fee for this Facility is an annual rate of .09%. At November 30, 2003, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the year ended November 30, 2003. 32 <Page> NOTES TO FINANCIAL STATEMENTS (CONTINUED) 9. TRANSACTIONS WITH AFFILIATED COMPANIES An affiliated company is a company in which a Fund had ownership of at least 5% of the outstanding voting securities of the underlying issuer at any point during the fiscal year. Small-Cap Value Fund had the following transactions during the year with affiliated companies: <Table> <Caption> REALIZED DIVIDEND BALANCE OF BALANCE OF GAIN INCOME SHARES HELD GROSS GROSS SHARES HELD VALUE AT 12/1/2002 TO 12/1/2002 TO AFFILIATES AT 11/30/2002 ADDITIONS SALES AT 11/30/2003 11/30/2003 11/30/2003 11/30/2003 - -------------------------------------------------------------------------------------------------------------------------- Scansource, Inc.+ 151,400 488,600* 106,000 534,000 $ 23,357,160 $ 1,383,228 $ - The Marcus Corp.+ 1,216,400 - 462,600 753,800 11,269,310 1,993,658 223,047 </Table> * The Fund received 233,000 shares from a 2 for 1 stock split that took place on 1/29/2003. + Not an affiliated company as of November 30, 2003. 10. CUSTODIAN AND ACCOUNTING AGENT SSB is the Company's custodian and accounting agent. SSB performs custodian, accounting and recordkeeping functions relating to portfolio transactions and calculating each Fund's net asset value. 11. INVESTMENT RISKS Each Fund is subject to the general risks and considerations associated with equity investing as well as the particular risks associated with value stocks. The value of an investment will fluctuate in response to movements in the stock market in general and to the changing prospects of individual companies in which the Funds invest. Large company value stocks and small company value stocks may perform differently than the market as a whole and other types of stocks such as growth stocks. The market may fail to recognize the intrinsic value of particular value stocks for a long time. In addition, small-cap company stocks may be more volatile and less liquid than large-cap company stocks. Also, if a Fund's assessment of a company's value or prospects for exceeding earnings expectations or market conditions is wrong, the Fund could suffer losses or produce poor performance relative to other funds, even in a rising market. These factors can affect Fund performance. 12. SUMMARY OF CAPITAL TRANSACTIONS The Company has authorized 120 million shares and 150 million shares of $0.001 par value capital stock for Large-Cap Research Fund and Small-Cap Value Fund, respectively, designated as follows: 20 million Class A shares, 30 million Class B shares, 20 million Class C shares, 20 million Class P shares and 30 million Class Y shares for Large-Cap Research Fund; and 50 million Class A shares, 30 million Class B shares, 20 million Class C shares, 20 million Class P shares and 30 million Class Y shares for Small-Cap Value Fund. 33 <Page> NOTES TO FINANCIAL STATEMENTS (CONTINUED) LARGE-CAP RESEARCH FUND - -------------------------------------------------------------------------------- <Table> <Caption> YEAR ENDED YEAR ENDED NOVEMBER 30, 2003 NOVEMBER 30, 2002 - --------------------------------------------------------------------------------------------------------------------- CLASS A SHARES SHARES AMOUNT SHARES AMOUNT - --------------------------------------------------------------------------------------------------------------------- Shares sold 2,880,499 $ 64,714,996 2,244,342 $ 50,112,859 Reinvestment of distributions - - 55,216 1,340,097 Shares reacquired (1,847,457) (38,966,116) (2,308,203) (49,856,258) - --------------------------------------------------------------------------------------------------------------------- Increase (decrease) 1,033,042 $ 25,748,880 (8,645) $ 1,596,698 - --------------------------------------------------------------------------------------------------------------------- CLASS B SHARES - --------------------------------------------------------------------------------------------------------------------- Shares sold 528,568 $ 11,066,796 582,045 $ 12,957,559 Reinvestment of distributions - - 16,877 400,997 Shares reacquired (594,239) (12,172,653) (692,808) (14,950,722) - --------------------------------------------------------------------------------------------------------------------- Decrease (65,671) $ (1,105,857) (93,886) $ (1,592,166) - --------------------------------------------------------------------------------------------------------------------- CLASS C SHARES - --------------------------------------------------------------------------------------------------------------------- Shares sold 342,487 $ 7,101,096 471,625 $ 10,694,857 Reinvestment of distributions - - 5,660 134,649 Shares reacquired (365,186) (7,563,710) (461,758) (9,893,761) - --------------------------------------------------------------------------------------------------------------------- Increase (decrease) (22,699) $ (462,614) 15,527 $ 935,745 - --------------------------------------------------------------------------------------------------------------------- CLASS P SHARES - --------------------------------------------------------------------------------------------------------------------- Shares sold 7,171 $ 165,560 0.040 $ 1 Reinvestment of distributions - - 0.294 7 Shares reacquired (1,125) (26,284) - - - --------------------------------------------------------------------------------------------------------------------- Increase 6,046 $ 139,276 0.334 $ 8 - --------------------------------------------------------------------------------------------------------------------- CLASS Y SHARES - --------------------------------------------------------------------------------------------------------------------- Shares sold 477 $ 10,629 2,473 $ 59,880 Reinvestment of distributions - - -(a) 7 - --------------------------------------------------------------------------------------------------------------------- Increase 477 $ 10,629 2,473 $ 59,887 - --------------------------------------------------------------------------------------------------------------------- </Table> (a) Amount represents less than 1 share. 34 <Page> NOTES TO FINANCIAL STATEMENTS (CONCLUDED) SMALL-CAP VALUE FUND - -------------------------------------------------------------------------------- <Table> <Caption> YEAR ENDED YEAR ENDED NOVEMBER 30, 2003 NOVEMBER 30, 2002 - --------------------------------------------------------------------------------------------------------------------- CLASS A SHARES SHARES AMOUNT SHARES AMOUNT - --------------------------------------------------------------------------------------------------------------------- Shares sold 7,180,621 $ 152,641,665 4,178,232 $ 90,463,695 Reinvestment of distributions 789,137 14,654,269 593,266 12,446,715 Shares reacquired (3,903,123) (79,537,104) (6,852,969) (146,149,999) - --------------------------------------------------------------------------------------------------------------------- Increase (decrease) 4,066,635 $ 87,758,830 (2,081,471) $ (43,239,589) - --------------------------------------------------------------------------------------------------------------------- CLASS B SHARES - --------------------------------------------------------------------------------------------------------------------- Shares sold 397,567 $ 7,476,943 427,732 $ 8,897,160 Reinvestment of distributions 412,446 7,341,544 337,152 6,840,817 Shares reacquired (1,195,609) (22,966,181) (1,470,051) (30,065,878) - --------------------------------------------------------------------------------------------------------------------- Decrease (385,596) $ (8,147,694) (705,167) $ (14,327,901) - --------------------------------------------------------------------------------------------------------------------- CLASS C SHARES - --------------------------------------------------------------------------------------------------------------------- Shares sold 283,691 $ 5,342,331 323,507 $ 6,798,716 Reinvestment of distributions 128,207 2,284,644 103,069 2,089,200 Shares reacquired (602,174) (11,631,813) (703,993) (14,344,924) - --------------------------------------------------------------------------------------------------------------------- Decrease (190,276) $ (4,004,838) (277,417) $ (5,457,008) - --------------------------------------------------------------------------------------------------------------------- CLASS P SHARES - --------------------------------------------------------------------------------------------------------------------- Shares sold 1,670,139 $ 35,690,335 920,938 $ 19,522,942 Reinvestment of distributions 27,682 513,508 10,672 223,798 Shares reacquired (535,047) (11,354,120) (429,033) (8,881,644) - --------------------------------------------------------------------------------------------------------------------- Increase 1,162,774 $ 24,849,723 502,577 $ 10,865,096 - --------------------------------------------------------------------------------------------------------------------- CLASS Y SHARES - --------------------------------------------------------------------------------------------------------------------- Shares sold 1,532,487 $ 34,398,795 1,473,780 $ 32,964,130 Reinvestment of distributions 294,510 5,572,136 186,615 3,967,425 Shares reacquired (371,626) (7,510,902) (798,447) (17,251,176) - --------------------------------------------------------------------------------------------------------------------- Increase 1,455,371 $ 32,460,029 861,948 $ 19,680,379 - --------------------------------------------------------------------------------------------------------------------- </Table> 35 <Page> INDEPENDENT AUDITORS' REPORT THE BOARD OF DIRECTORS AND SHAREHOLDERS, LORD ABBETT RESEARCH FUND, INC. - LARGE-CAP SERIES AND SMALL-CAP VALUE SERIES: We have audited the accompanying statements of assets and liabilities, including the schedules of investments of Lord Abbett Research Fund, Inc. - Large-Cap Series and Small-Cap Value Series (the "Funds") as of November 30, 2003, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2003 by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Lord Abbett Research Fund, Inc. - Large-Cap Series and Small-Cap Value Series as of November 30, 2003, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. /s/ Deloitte & Touche LLP New York, New York January 23, 2004 36 <Page> BASIC INFORMATION ABOUT MANAGEMENT The Company's Board of Directors is responsible for the management of the business and affairs of each Fund in accordance with the laws of the State of Maryland. The Board appoints officers who are responsible for the day-to-day operations of each Fund and who execute policies authorized by the Board. The Board also approves an investment adviser to each Fund and continues to monitor the cost and quality of the services provided by the investment adviser, and annually considers whether to renew the contract with the adviser. Generally, each Director holds office until his successor is elected and qualified or until his earlier resignation or removal, as provided in the Fund's organizational documents. Lord, Abbett & Co. LLC ("Lord Abbett"), a Delaware limited liability company, is the Funds' investment adviser. INTERESTED DIRECTOR The following Director is the Managing Partner of Lord Abbett and is an "interested person" as defined in the Act. Mr. Dow is also an officer, director, or trustee of each of the fourteen Lord Abbett-sponsored funds, which consist of 49 portfolios or series. <Table> <Caption> CURRENT POSITION NAME, ADDRESS AND LENGTH OF SERVICE PRINCIPAL OCCUPATION OTHER DATE OF BIRTH WITH COMPANY DURING PAST FIVE YEARS DIRECTORSHIPS - --------------------------------------------------------------------------------------------------------------------------------- ROBERT S. DOW Director and Managing Partner and Chief N/A Lord, Abbett & Co. LLC Chairman since 1996 Investment Officer of Lord 90 Hudson Street Abbett since 1996. Jersey City, NJ Date of Birth: 3/8/1945 </Table> INDEPENDENT DIRECTORS The following independent or outside Directors are also directors or trustees of each of the fourteen Lord Abbett-sponsored funds, which consist of 49 portfolios or series. <Table> <Caption> CURRENT POSITION NAME, ADDRESS AND LENGTH OF SERVICE PRINCIPAL OCCUPATION OTHER DATE OF BIRTH WITH COMPANY DURING PAST FIVE YEARS DIRECTORSHIPS - --------------------------------------------------------------------------------------------------------------------------------- E. THAYER BIGELOW Director since 1996 Managing General Partner, Currently serves as director Bigelow Media, LLC Bigelow Media, LLC (since of Adelphia Communications, 41 Madison Ave., 2000); Senior Adviser, Time Inc., Crane Co., and Huttig Suite 3810 Warner Inc. (1998 - 2000); Building Products Inc. New York, NY Acting Chief Executive Officer Date of Birth: 10/22/1941 of Courtroom Television Network (1997 - 1998); President and Chief Executive Officer of Time Warner Cable Programming, Inc. (1991 - 1997). WILLIAM H.T. BUSH Director since 1998 Co-founder and Chairman of the Currently serves as director Bush-O'Donnell & Co., Inc. Board of the financial of Wellpoint Health Network, 101 South Hanley Road advisory firm of Bush- Inc., DT Industries Inc., and Suite 1250 O'Donnell & Company (since Engineered Support Systems, St. Louis, MO 1986). Inc. Date of Birth: 7/14/1938 </Table> 37 <Page> BASIC INFORMATION ABOUT MANAGEMENT (CONTINUED) <Table> <Caption> CURRENT POSITION NAME, ADDRESS AND LENGTH OF SERVICE PRINCIPAL OCCUPATION OTHER DATE OF BIRTH WITH COMPANY DURING PAST FIVE YEARS DIRECTORSHIPS - --------------------------------------------------------------------------------------------------------------------------------- ROBERT B. CALHOUN, Jr. Director since 1998 Managing Director of Monitor Currently serves as director Monitor Clipper Partners Clipper Partners (since 1997) of Avondale, Inc. and 650 Madison Ave., 9th Fl. and President of Clipper Asset Interstate Bakeries Corp. New York, NY Management Corp. (since 1991), Date of Birth: 10/25/1942 both private equity investment funds. STEWART S. DIXON Director since 1996; Partner in the law firm of N/A Wildman, Harrold, retired 12/31/2002 Wildman, Harrold, Allen & Allen & Dixon Dixon (since 1967). 225 W. Wacker Drive, Suite 2800 Chicago, IL Date of Birth: 11/5/1930 FRANKLIN W. HOBBS Director since 2001 Senior Advisor (since April Currently serves as director Houlihan Lokey 2003) and Former Chief of Adolph Coors Company. Howard & Zukin Executive Officer of Houlihan 685 Third Ave. Lokey Howard & Zukin, an New York, NY investment bank (January 2002 Date of Birth: 7/30/1947 - April 2003); Chairman of Warburg Dillon Read (1999 - 2001); Global Head of Corporate Finance of SBC Warburg Dillon Read (1997 - 1999); Chief Executive Officer of Dillon, Read & Co. (1994 - 1997). C. ALAN MACDONALD Director since 1996 Retired - General Business and Currently serves as director 415 Round Hill Road Governance Consulting (since of Fountainhead Water Company, Greenwich, CT 1992); formerly President and Lincoln Snacks, H.J. Baker, Date of Birth: 5/19/1933 CEO of Nestle Foods. and Seix Fund, Inc.* THOMAS J. NEFF Director since 1992 Chairman of Spencer Stuart, an Currently serves as director Spencer Stuart executive search consulting of Ace, Ltd. and Exult, Inc. 277 Park Avenue firm (since 1996); President New York, NY of Spencer Stuart (1979-1996). Date of Birth: 10/2/1937 JAMES F. ORR, III Director since 2002 President and CEO of Currently serves as Chairman 80 Pinckney Street Resigned 3/3/2003 LandingPoint Capital (since of Rockefeller Foundation, Boston, MA 2002); Chairman and CEO of Director of Nashua Corp. and Date of Birth: 3/5/1943 United Asset Management SteelPoint Technologies. Corporation (2000 to 2001); Chairman and CEO of UNUM Provident Corporation (1999 - merger); Chairman and CEO of UNUM Corporation (1988 - 1999). </Table> - ---------- * Seix Fund, Inc. is a registered investment company that is advised by Seix Investment Advisors Inc. Seix Investment Advisors Inc.'s Chairman, CEO, and Chief Investment Officer is married to Robert Dow, the Company's Chairman, CEO, and President and the Managing Partner of Lord Abbett. 38 <Page> BASIC INFORMATION ABOUT MANAGEMENT (CONTINUED) None of the officers listed below have received compensation from the Company. All the officers of the Company may also be officers of the other Lord Abbett-sponsored funds and maintain offices at 90 Hudson Street, Jersey City, NJ 07302. <Table> <Caption> NAME AND CURRENT POSITION LENGTH OF SERVICE PRINCIPAL OCCUPATION (DATE OF BIRTH) WITH COMPANY OF CURRENT POSITION DURING PAST FIVE YEARS - --------------------------------------------------------------------------------------------------------------------------------- ROBERT S. DOW Chief Executive Elected in 1996 Managing Partner and Chief (3/8/1945) Officer and President Investment Officer of Lord Abbett since 1996. SHOLOM DINSKY Executive Vice Elected in 2002 Partner and Large Cap Value (3/24/1944) President Investment Manager, joined Lord Abbett in 2000, formerly Managing Director of Prudential Asset Management, prior thereto Director of Equity Research and Senior Vice President at Mitchell Hutchins Asset Management. KEVIN P. FERGUSON Executive Vice Elected in 2001 Partner and Mid Cap Growth (10/3/1964) President Investment Manager, joined Lord Abbett in 1999, formerly Portfolio Manager/Senior Vice President at Lynch & Mayer, Inc. ROBERT P. FETCH Executive Vice Elected in 1997 Partner and Small-Cap Value (2/18/1953) President Senior Investment Manager, joined Lord Abbett in 1995. ROBERT G. MORRIS Executive Vice Elected in 1996 Partner and Director of Equity (11/6/1944) President Investments, joined Lord Abbett in 1991. ELI M. SALZMANN Executive Vice Elected in 1999 Partner and Director of (3/24/1964) President Institutional Equity Investments, joined Lord Abbett in 1997. CHRISTOPHER J. TOWLE Executive Vice Elected in 2001 Partner and Investment (10/12/1957) President Manager, joined Lord Abbett in 1987. EDWARD K. VON DER LINDE Executive Vice Elected in 2001 Partner and Investment (6/12/1960) President Manager, joined Lord Abbett in 1988. </Table> 39 <Page> BASIC INFORMATION ABOUT MANAGEMENT (CONTINUED) <Table> <Caption> NAME AND CURRENT POSITION LENGTH OF SERVICE PRINCIPAL OCCUPATION (DATE OF BIRTH) WITH COMPANY OF CURRENT POSITION DURING PAST FIVE YEARS - --------------------------------------------------------------------------------------------------------------------------------- TRACIE E. AHERN Vice President and Elected in 1999 Partner and Director of (1/12/1968) Treasurer Portfolio Accounting and Operations, joined Lord Abbett in 1999, prior thereto Vice President - Head of Fund Administration of Morgan Grenfell. JOAN A. BINSTOCK Chief Financial Elected in 1999 Partner and Chief Operations (3/4/1954) Officer and Vice Officer, joined Lord Abbett in President 1999, prior thereto Chief Operating Officer of Morgan Grenfell. DANIEL E. CARPER Vice President Elected in 1993 Partner, joined Lord Abbett in (1/22/1952) 1979. PAUL A. HILSTAD Vice President and Elected in 1995 Partner and General Counsel, (12/13/1942) Secretary joined Lord Abbett in 1995. LAWRENCE H. KAPLAN Vice President and Elected in 1997 Partner and Deputy General (1/16/1957) Assistant Secretary Counsel, joined Lord Abbett in 1997. A. EDWARD OBERHAUS, III Vice President Elected in 1996 Partner and Manager of Equity (12/21/1959) Trading, joined Lord Abbett in 1983. CHRISTINA T. SIMMONS Vice President and Elected in 2000 Assistant General Counsel, (11/12/1957) Assistant Secretary joined Lord Abbett in 1999, formerly Assistant General Counsel of Prudential Investments from 1998 to 1999, prior thereto Counsel of Drinker, Biddle & Reath LLP, a law firm. BERNARD J. GRZELAK Assistant Treasurer Elected in 2003 Director of Fund (6/12/1971) Administration, joined Lord Abbett in 2003, formerly Vice President, Lazard Asset Management from 2000 to 2003, prior thereto Manager of Deloitte & Touche LLP. </Table> Please call 888-522-2388 for a copy of the Statement of Additional Information (SAI), which contains further information about the Company's Directors. It is available free upon request. 40 <Page> HOUSEHOLDING The Company has adopted a policy that allows it to send only one copy of the Funds' Prospectus, proxy material, annual report and semi-annual 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 800-821-5129 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 AND PROCEDURES A description of the policies and procedures that Lord Abbett uses to vote proxies related to the Funds' portfolio securities is available without charge, upon request, by calling 888-522-2388 or on Lord Abbett's web site at www.LordAbbett.com. TAX INFORMATION All of the distributions paid to shareholders during the fiscal year ended November 30, 2003 for Small-Cap Value Fund represent long-term capital gains. 41 <Page> [LORD ABBETT(R) LOGO] <Table> 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 Research Fund, Inc. Large-Cap Series Lord Abbett Mutual Fund shares are distributed by: Small-Cap Value Series LORD ABBETT DISTRIBUTOR LLC LARF-2-1103 90 Hudson Street - Jersey City, New Jersey 07302-3973 (1/04) </Table> <Page> ITEM 2: Code of Ethics. (a) In accordance with applicable requirements, the Registrant adopted a Sarbanes-Oxley Code of Ethics on June 19, 2003 that applies to the principal executive officer and senior financial officers of the Registrant ("Code of Ethics"). The Code of Ethics was in effect from June 19, 2003 through the end of the reporting period on November 30, 2003 (the "Period"). (b) Not applicable. (c) The Registrant has not amended the Code of Ethics as described in Form N-CSR during the Period. (d) The Registrant has not granted any waiver, including an implicit waiver, from a provision of the Code of Ethics as described in Form N-CSR during the Period. (e) Not applicable. (f) See Item 10(a) concerning the filing of the Code of Ethics. ITEM 3: Audit Committee Financial Expert. The Registrant's Board of Directors has determined that each of the independent Directors who comprise the audit committee are audit committee financial experts. The members of the audit committee are E. Thayer Bigelow, Robert B. Calhoun, and Franklin W. Hobbs. Each audit committee member is independent within the meaning of the Form N-CSR. ITEM 4: Principal Accountant Fees and Services. Not applicable. ITEM 5: Audit Committee of Listed Registrants Not applicable. ITEM 6: [Reserved] ITEM 7: Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. <Page> ITEM 8: [Reserved] ITEM 9: 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 January 23, 2004, 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 Registrant's last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 10: Exhibits. ITEM 10(a): Code of Ethics, as required by Item 2, is attached hereto as part of EX-99.CODEETH. ITEM 10(b): (i) Certification of each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2) is attached hereto as a part of EX-99.CERT. (ii) 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 attached hereto as a part of EX-99.906CERT. <Page> SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Lord Abbett Research Fund, Inc. /s/Robert S. Dow ---------------------------- Robert S. Dow Chief Executive Officer, Chairman and President /s/ Joan A. Binstock ---------------------------- Joan A. Binstock Chief Financial Officer and Vice President Date: January 23, 2004