Lord Abbett Classic Stock Fund
(a series of Lord Abbett Research Fund, Inc.)

90 Hudson Street
Jersey City, New Jersey 07302-3973
888-522-2388

Dear Fellow Shareholder,

You are invited to vote on an important proposal affecting your fund at a special meeting of shareholders scheduled to be held on October 11, 2013 at 9:00 a.m. at 90 Hudson Street, Jersey City, NJ 07302-3973. Specifically, we are asking you to consider a proposal to reorganize Lord Abbett Classic Stock Fund into Lord Abbett Calibrated Dividend Growth Fund, a fund with similar, but not identical, investment strategies. In addition, Lord Abbett is requesting that you ratify the appointment of Deloitte & Touche LLP as your fund’s independent registered public accounting firm for the fiscal year ending November 30, 2013. The Board of Directors believes these proposals are in the best interests of your fund and its and shareholders and unanimously recommends that you vote “FOR” the proposals.

The enclosed materials explain these proposals in more detail, and we encourage you to review them carefully. As a shareholder, your vote is important, and we hope you will respond promptly to ensure that your shares are represented at the shareholder meeting. You can vote using one of the methods below by following the instructions on your proxy card:

• Via the Internet

• By telephone

• By mail

• In person at the shareholder meeting

We encourage you to vote by the Internet or telephone, using the “control” number that appears on your proxy card. We must receive your vote before 9:00 a.m. on October 11, 2013 in order to count your vote. Regardless of the method you choose, please take the time to read the full text of the enclosed materials before voting. Please vote now. Your vote is important.

Thank you for investing in the Lord Abbett Family of Funds. It is a privilege to manage your investment. If you have any questions or need assistance voting, please contact your financial advisor or call 888-991-1294.

Sincerely,

Daria L. Foster
President, Chief Executive Officer, and Director

Lord Abbett Classic Stock Fund
(a series of Lord Abbett Research Fund, Inc.)

90 Hudson Street
Jersey City, New Jersey 07302-3973
888-522-2388

QUESTIONS AND ANSWERS

Your vote is important.

Below are answers to some commonly asked questions that are intended to help you understand the proposals on which shareholders of Lord Abbett Classic Stock Fund (“Target Fund”) are being asked to vote. These proposals are described in more detail in the Combined Prospectus/Proxy Statement, which you should read carefully. If you have a question or need assistance in voting, please call 888-991-1294.

Background

As discussed more fully below, you are being asked to vote on a proposal to reorganize Target Fund into Lord Abbett Calibrated Dividend Growth Fund (“Acquiring Fund” and, together with Target Fund, the “Funds”) (the “Reorganization”) (“Proposal 1”). As you evaluate the Reorganization, it may be helpful to understand some recently implemented changes affecting the Funds. The Funds currently have similar investment policies, share the same investment team, utilize the same fundamental research and quantitative analysis in making investment decisions, have substantially similar portfolio composition, and, as of October 1, 2013, are subject to the same contractual management fee rate. The specific changes are:

• Investment Strategy Changes. Before June 11, 2013, Target Fund followed a large-cap core (i.e., growth and value) investment strategy. Before September 27, 2012, Acquiring Fund followed a balanced (i.e., equity and fixed income) investment strategy. Target Fund and Acquiring Fund transitioned on those respective dates to their present investment strategies emphasizing large and mid-sized companies that have grown their dividends over time. See “What is Proposal 1?” for more information on the Funds’ present strategies.

• Portfolio Management Changes. Walter H. Prahl and Frederick J. Ruvkun assumed lead portfolio management responsibilities for Target Fund effective June 11, 2013 and for Acquiring Fund effective September 27, 2012. They have implemented an investment strategy for each Fund that utilizes a combination of fundamental research and quantitative analysis.

• Portfolio Repositioning. Despite the tax-free nature of the Reorganization itself, Target Fund’s sale of portfolio securities to implement its current investment strategies has generated significant capital gains. Consequently, Target Fund shareholders will receive higher capital gain distributions than they would have received absent such repositioning.

• Management Fee Reduction for Acquiring Fund. Lord, Abbett & Co. LLC (“Lord Abbett”) has agreed to lower Acquiring Fund’s contractual management fee rate effective October 1, 2013, so that Target Fund and Acquiring Fund will have the same contractual management fee rate schedule as of that date: 0.65% on the first $1 billion, 0.60% on the next $1 billion, and 0.55% on assets over $2 billion. The Combined Fund will, therefore, have the same contractual management fee rate schedule.

Please bear in mind that certain historical performance and financial data for each Fund relating to periods before these changes were implemented may be less relevant than more current data. The accompanying Combined Prospectus/Proxy Statement provides historical data as well as more current data for your reference.

You also are being asked to ratify the appointment of Deloitte & Touche LLP as Target Fund’s independent registered public accounting firm (“Proposal 2”), as explained below.

Why am I being asked to vote?

Lord Abbett is seeking your vote at a special meeting of shareholders scheduled to be held on October 11, 2013 because you are, or were as of July 23, 2013 (the “Record Date”), a shareholder of Target Fund. The Board of Directors of Target Fund (the “Board”) has approved the proposals described below and recommends that you vote “FOR” them.

What is Proposal 1?

You are being asked to approve a proposal to reorganize Target Fund into Acquiring Fund. After the Reorganization is completed, you will become a shareholder of Acquiring Fund and Target Fund will be terminated. Like Target Fund, Acquiring Fund seeks income and capital appreciation. Both Funds invest in large and mid-sized companies that historically have increased their dividends. Both Funds utilize fundamental research and quantitative analysis in making investment decisions. The material differences between the Funds’ investment strategies and policies are:

• Target Fund and Acquiring Fund have different policies regarding what percentage of assets must be invested in large companies and rely on different criteria to define what constitutes a large company. Target Fund must invest at least 80% of its assets in large companies. Target Fund defines large companies as those companies that fall within the market capitalization range of companies in the Russell 1000^® Index. Unlike Target Fund, Acquiring Fund does not have an investment policy requiring the Fund to invest at least 80% of its assets in large companies.

	Acquiring Fund does, however, have a stated investment policy of investing principally in companies that fall within the market capitalization range of companies in the S&P 900® Index. This distinction, along with the differences in the capitalization ranges between the two indexes, means that Acquiring Fund has relatively greater flexibility than Target Fund to invest in mid-sized companies. However, both Funds currently are managed in a similar fashion with respect to exposure to mid-sized companies.
•	Acquiring Fund has a smaller investable universe than Target Fund because Acquiring Fund invests principally in companies included in the S&P 900 10-Year Dividend Growth Index, while Target Fund invests principally in companies included in the Russell 1000® Index. The Russell 1000® Index has less stringent company selection criteria than the S&P 900 10-Year Dividend Growth Index.
•	Target Fund’s investment policies allow the Fund to invest to a greater extent than Acquiring Fund in foreign companies and derivatives, although both Funds currently are managed in a similar fashion with respect to such investments.

Notwithstanding these differences, Target Fund and Acquiring Fund have similar, though not identical, overall risk profiles.

The Combined Prospectus/Proxy Statement provides more information about Acquiring Fund and the Reorganization, including a comparative discussion of the Funds’ investment strategies and their attendant risks. It is both a Prospectus for Acquiring Fund and a Proxy Statement for Target Fund.

How do the Funds’ present sizes compare?

As of July 31, 2013, Target Fund had approximately $678 million in total net assets and Acquiring Fund had approximately $1.28 billion in total net assets.

How do the Funds’ expense structures compare?

It is expected that you will pay lower overall costs after the Reorganization as a shareholder of the combined fund (the “Combined Fund”) than you currently pay as a shareholder of Target Fund. Specifically, as compared with Target Fund, the Combined Fund is projected to have a lower effective management fee rate (the average rate applied at current asset levels), lower other (i.e., non-management) expenses, and lower total annual operating expenses. The Combined Fund’s expense structure will be the same as Acquiring Fund’s expense structure, including the contractual management fee rate shown in the comparison below, which takes effect on October 1, 2013 and is equal to Target Fund’s contractual management fee rate. Acquiring Fund’s pre-October 1, 2013 contractual management fee rate is 10 basis points higher than Target Fund’s contractual management fee rate at each breakpoint, as discussed more fully in the Combined Prospectus/Proxy Statement. The specific components of Target Fund’s and the Combined Fund’s operating expenses compare as follows:

• the Funds’ contractual management fee rates (after giving effect to a reduction in Acquiring Fund’s contractual management fee rate effective October 1, 2013) are the same (0.65% on the first $1 billion, 0.60% on the next $1 billion, and 0.55% on assets over $2 billion), although the Combined Fund’s estimated effective management fee rate (0.63%) is lower than Target Fund’s effective management fee rate (0.69%) because of the Combined Fund’s anticipated larger asset size;

• Rule 12b-1 fees applicable to a particular share class are the same for both Funds, with the exception that the Combined Fund’s Class A Rule 12b-1 fee is 10 basis points lower than Target Fund’s Class A Rule 12b-1 fee;

• based on Acquired Fund’s and Target’s Fund expenses as of the Funds’ most recently completed fiscal year, the Combined Fund’s other (i.e., non-management) expenses (0.23%) are estimated to be lower than those of Target Fund (0.25%);

• total annual operating expenses, before taking into account either Fund’s contractual expense cap, are estimated to be lower for the Combined Fund than they were for Target Fund as of its most recent fiscal year end as illustrated in the table below; and

Total Annual Operating Expenses
(before each Fund’s contractual expense cap)

	Class A			Class B			Class C			Class F			Class I			Class P			Class R2			Class R3
Target Fund		1.29	%		1.94	%		1.94	%		1.04	%		0.94	%		1.39	%		1.54	%		1.44	%
Pro Forma Combined Fund		1.11	%		1.86	%		1.86	%		0.96	%		0.86	%		1.31	%		1.46	%		1.36	%

• total net annual operating expenses, after taking into account each Fund’s contractual expense cap, are estimated to be lower for the Combined Fund than they were for Target Fund as of its most recent fiscal year end as illustrated in the table below. The Combined Fund’s contractual expense cap will remain in place through at least March 31, 2015, although there is no guarantee that the cap will be renewed after that date. Target Fund’s current expense cap expires on March 31, 2014.

Total Annual Operating Expenses
(after each Fund’s contractual expense cap)

	Class A			Class B			Class C			Class F			Class I			Class P			Class R2			Class R3
Target Fund		0.98	%		1.63	%		1.63	%		0.73	%		0.63	%		1.08	%		1.23	%		1.13	%
Pro Forma Combined Fund		0.85	%		1.60	%		1.60	%		0.70	%		0.60	%		1.05	%		1.20	%		1.10	%

Why does the Board recommend that I vote “FOR” Proposal 1?

Due to a number of factors, most notably Lord Abbett’s concerns about Target Fund’s long-term viability, the Board believes it is in the best interests of each Fund and its shareholders to reorganize Target Fund into Acquiring Fund. The Reorganization would permit Target Fund shareholders to continue to pursue income and capital appreciation by employing similar investment strategies as part of a larger fund with lower overall costs. Actual results of the Reorganization may differ from the expected results described in the Combined Prospectus/Proxy Statement. Material differences between the Funds’ investment objectives, strategies, and risks are discussed in “Investment Objectives, Principal Investment Strategies, and Principal Risks” in the Combined Prospectus/Proxy Statement.

The specific reasons why the Board recommends that shareholders vote “FOR” Proposal 1 are discussed in more detail under “Summary of Reorganization Proposal” in the Combined Prospectus/Proxy Statement. The Board approved the Reorganization based on information available as of its June 6, 2013 meeting, which is subject to change.

Will the value of my investment change as a result of the Reorganization?

No. Although the aggregate value of your investment will not change as a result of the Reorganization, the number of shares you own likely will change. The reason for this potential change is that your Target Fund shares will be exchanged for Acquiring Fund shares at the net asset value per share of Acquiring Fund, which likely will differ from the net asset value per share of Target Fund.

Will the Reorganization result in a taxable event for me?

The Reorganization is expected to qualify for tax-free treatment for federal income tax purposes, but Target Fund’s portfolio repositioning before the Reorganization will involve taxable events for Target Fund shareholders who hold their shares in a taxable account. The material tax consequences of the Reorganization and pre-Reorganization portfolio repositioning are summarized below.

• The Reorganization. The Reorganization is expected to qualify as a tax-free reorganization pursuant to Section 368(a) of the Internal Revenue Code of 1986, as amended. If the Reorganization so qualifies, Target Fund will not recognize any gain or loss as a result of the transfer of all of its assets and substantially all of the liabilities in exchange for shares of Acquiring Fund or as a result of its liquidation, and Target Fund shareholders will not recognize any gain or loss upon the receipt of shares of Acquiring Fund in connection with the Reorganization.

• Portfolio Repositioning. Despite the tax-free nature of the Reorganization itself, Target Fund portfolio repositioning before the Reorganization is expected to generate significant capital gains. Consequently, Target Fund shareholders will receive higher capital gain distributions than they would have received absent such repositioning. The amount of capital gain distributions is determined by the extent to which Target Fund repositioned its portfolio and the extent to which the Fund realized gains

from the sale of portfolio securities. The tax impact of such capital gain distributions to an individual shareholder will depend on whether the shareholder holds Target Fund shares in a taxable account and other factors specific to each shareholder.

Will I pay any sales charges or similar transaction fees in connection with the Reorganization?

No sales charges or other similar transaction fees will be charged in connection with the Reorganization. However, any other investment or redemption would be subject to any applicable sales charges.

When would the Reorganization take place?

If Target Fund shareholders approve the Reorganization, the transaction is expected to be completed as soon as possible after the shareholder meeting scheduled to be held on October 11, 2013.

Who will manage the portfolio of the Combined Fund following the Reorganization?

Walter H. Prahl and Frederick J. Ruvkun co-head each Fund’s investment team and will manage the Combined Fund following the Reorganization.

Who will pay the costs associated with the Reorganization?

Lord Abbett will bear the direct costs of the Reorganization. Such costs include the cost of hiring a proxy solicitation firm to request and record shareholders’ votes, the cost of preparing, filing, printing, and mailing this Combined Prospectus/Proxy Statement, and related accounting and legal fees. We estimate that these costs will total approximately $300,000. However, the Funds will bear the transaction costs associated with the Reorganization, as well as any other indirect costs of the Reorganization. Target Fund will bear such costs related to any portfolio repositioning that takes place before the Reorganization and the Combined Fund will bear any such costs related to any portfolio repositioning that takes place after the Reorganization.

What if shareholders do not approve the Reorganization?

If Target Fund shareholders do not approve the Reorganization, even after any adjournments or postponements of the meeting, the Reorganization will not be implemented, and the Board and Lord Abbett will consider other strategic alternatives for the Fund, possibly including its liquidation.

What is Proposal 2?

You are being asked to approve a proposal to ratify the appointment of Deloitte & Touche LLP (“Deloitte”) to act as Target Fund’s independent registered public accounting firm for the fiscal year ending November 30, 2013. The Audit Committee of the Board has approved Deloitte’s appointment. The Board, upon the recommendation of the Audit Committee, unanimously recommends that Target Fund’s shareholders ratify such appointment. The Combined Prospectus/Proxy Statement provides more information about Proposal 2, including fees received by Deloitte for services rendered to Target Fund and Lord Abbett.

Why does the Board recommend that I vote “FOR” Proposal 2?

The Audit Committee has selected Deloitte as Target Fund’s independent registered public accounting firm to audit the Fund’s financial statements for the fiscal year ending November 30, 2013 and provide other non-audit services. Deloitte has served as Target Fund’s independent public accountants since Target Fund’s 1992 inception. Services provided to Target Fund by Deloitte during the Fund’s 2012 fiscal year included the audit of the Fund’s financial statements included in its annual report to shareholders, review of information included in the annual report, services related to filings with the U.S. Securities and Exchange Commission, consultations on various accounting and reporting matters, and non-audit-related tax services.

What is Broadridge Financial Solutions, Inc.?

Broadridge Financial Solutions, Inc. (“Broadridge”) is the proxy solicitation firm that will contact shareholders and record their votes. Broadridge is not affiliated with either Fund or Lord Abbett. As the shareholder meeting date approaches, shareholders who have not yet voted may receive telephone calls, emails, or follow-up mailings from Broadridge asking them to vote so that the meeting will not need to be postponed.

How many votes am I entitled to cast?

You are entitled to one vote for each full share and a proportionate fractional vote for each fractional share you own of Target Fund on the Record Date (July 23, 2013). Only shareholders of Target Fund as of the Record Date may vote.

How do I submit my vote?

You may vote in any of the following four ways:

Internet:	Please use the website and control number provided on your proxy card.
Telephone:	Please use the telephone number and control number provided on your proxy card.
Mail:	Please sign and date your proxy card and return it to the address shown on the card.
In Person:	At the shareholder meeting at 9:00 a.m. on October 11, 2013, at 90 Hudson Street, Jersey City, NJ 07302.

Please vote now. Your prompt vote can help reduce the need for further proxy solicitation. Your vote is important, regardless of how many shares you own. Please read the Combined Prospectus/Proxy Statement and vote your shares. If you have a question or need assistance in voting, please call 888-991-1294.

Thank you for investing in the Lord Abbett Family of Funds.

Lord Abbett Classic Stock Fund
(a series of Lord Abbett Research Fund, Inc.)

90 Hudson Street
Jersey City, New Jersey 07302-3973
888-522-2388

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be Held on October 11, 2013

NOTICE IS HEREBY GIVEN of a Special Meeting of the Shareholders of Lord Abbett Classic Stock Fund (“Target Fund”) (the “Meeting”). The Meeting will be held at the offices of Lord, Abbett & Co. LLC at 90 Hudson Street, Jersey City, New Jersey, on October 11, 2013 at 9:00 a.m. for the purpose of considering the following proposals:

(1)

To approve a Plan of Reorganization adopted by Lord Abbett Research Fund, Inc. (“Research Fund”), on behalf of its series, Target Fund, and its series, Lord Abbett Calibrated Dividend Growth Fund (“Acquiring Fund” and, together with Target Fund, the “Funds”), providing for: (a) the transfer of all of the assets of Target Fund to Acquiring Fund in exchange for shares of the corresponding class of Acquiring Fund and the assumption by Acquiring Fund of all of the liabilities of Target Fund; (b) the distribution of such shares to the shareholders of Target Fund; and (c) the termination of Target Fund; and

(2)

To ratify the appointment of Deloitte & Touche LLP as Target Fund’s independent registered public accounting firm for the fiscal year ending November 30, 2013.

In addition, Target Fund shareholders will be asked to vote on any other business properly presented at the Meeting and any adjournments or postponements of the Meeting.

The Board has fixed the close of business on July 23, 2013 as the record date for determination of shareholders of Target Fund entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof. Shareholders are entitled to one vote for each full share held and a proportionate vote for each fractional share held.

Your vote is important regardless of how many shares you hold. Your prompt vote can help reduce the need for further proxy solicitation. You may vote via the Internet, by telephone, by signing and returning your proxy card, or by attending the Meeting in person, as described in the attached Combined Prospectus/Proxy Statement.

	By order of the Board
	Lawrence H. Kaplan
September 3, 2013	Vice President and Secretary

Combined Prospectus/Proxy Statement

Dated September 3, 2013

Lord Abbett Classic Stock Fund
(a series of Lord Abbett Research Fund, Inc.)

90 Hudson Street
Jersey City, New Jersey 07302-3973
888-522-2388

Lord Abbett Calibrated Dividend Growth Fund
(a series of Lord Abbett Research Fund, Inc.)

90 Hudson Street
Jersey City, New Jersey 07302-3973
888-522-2388

This Combined Prospectus/Proxy Statement relates to the proposed Reorganization (defined below) of Lord Abbett Classic Stock Fund (“Target Fund”), a series of Lord Abbett Research Fund, Inc., a registered open-end management investment company (“Research Fund”), into Lord Abbett Calibrated Dividend Growth Fund, another series of Research Fund (“Acquiring Fund” and, together with Target Fund, the “Funds”). Lord, Abbett & Co. LLC (“Lord Abbett”) anticipates that the proposed Reorganization may achieve cost savings and operating efficiencies by combining funds with overlapping investment strategies into a single larger fund. The Board of Directors of Research Fund, on behalf of each of Target Fund and Acquiring Fund (the “Board”), has determined unanimously, following Lord Abbett’s recommendation, that the Reorganization would be in the best interests of each Fund and its shareholders.

This Combined Prospectus/Proxy Statement is both a Prospectus for Acquiring Fund and a Proxy Statement for Target Fund. It concisely sets forth the information that a Target Fund shareholder should know about the Reorganization and Acquiring Fund before voting. Shareholders should read it and retain it for future reference. The section titled “Information from Acquiring Fund’s April 1, 2013 Prospectus” in this Combined Prospectus/Proxy Statement includes additional information about Acquiring Fund that a Target Fund shareholder should know before becoming an investor in Acquiring Fund. Attached as Appendix A to this Combined Prospectus/Proxy Statement is a copy of the form of Plan of Reorganization (the “Plan”) that describes the terms of the Reorganization in greater detail.

In addition, this Combined Prospectus/Proxy Statement contains information about a proposal to ratify the appointment of Deloitte & Touche LLP as Target Fund’s independent registered public accounting firm for the fiscal year ending November 30, 2013.

Your vote is important regardless of the size of your investment in Target Fund.
If you have a question or need assistance in voting, please call 888-991-1294.

Additional information about the Funds has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and can be found in the following documents, which are incorporated by reference into this Combined Prospectus/Proxy Statement:

• The Statement of Additional Information dated September 3, 2013 relating to this Combined Prospectus/Proxy Statement;

• Target Fund’s Prospectus dated April 1, 2013, as supplemented;

• The Statement of Additional Information dated April 1, 2013, as supplemented, relating to each Fund’s Prospectus dated April 1, 2013, as supplemented;

• Each Fund’s Annual Report for the fiscal year ended November 30, 2012; and

• Each Fund’s Semi-Annual Report for the fiscal period ended May 31, 2013.

These documents are available free of charge via Lord Abbett’s website at www.lordabbett.com, by calling 888-522-2388, or by writing to the Funds at 90 Hudson Street, Jersey City, NJ 07302-3973.     

The Funds are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended (the “1940 Act”), and in accordance therewith, file reports and other information, including proxy materials, with the SEC.

The SEC has not approved or disapproved these securities or passed upon the adequacy of this Combined Prospectus/Proxy Statement. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

FEES AND EXPENSES	2
SUMMARY OF REORGANIZATION PROPOSAL	9
Overview of the Proposed Reorganization	9
Board Considerations in Approving the Reorganization	14
Investment Objectives, Principal Investment Strategies, and Principal Risks	17
Federal Income Tax Considerations	24
Classes of Shares	24
Purchases, Exchanges, Redemptions, and Valuation of Fund Shares	24
Dividend Policies	25
Capitalization	25
Performance	27
Disclosure of Portfolio Holdings	30
Management and Organization of the Funds	30
MORE INFORMATION ABOUT THE REORGANIZATION	32
Description of the Reorganization	32
Material Federal Income Tax Consequences of the Reorganization	33
Expenses of the Reorganization	35
INFORMATION ABOUT PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	35
Audit Fees	36
Audit Committee Pre-Approval Policies and Procedures	37
ADDITIONAL INFORMATION	37
Solicitation Method	37
Voting Information	38
Adjournment of the Meeting	39
Revocation of Proxies	39
Voting Shares	39
Principal Shareholders of Target Fund and Acquiring Fund	40
Shareholder Rights	43
FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION ABOUT THE FUNDS	44
FINANCIAL HIGHLIGHTS	45
INFORMATION FROM ACQUIRING FUND’S APRIL 1, 2013 PROSPECTUS	54
Investment Objective	54
Principal Investment Strategies	54
Information for Managing Your Acquiring Fund Account	56
Choosing a Share Class	56
Sales Charges	63
Sales Charge Reductions and Waivers	65
Financial Intermediary Compensation	69
Purchases	73
Exchanges	75
Redemptions	76
Account Services and Policies	77
Distributions and Taxes	85
APPENDIX A—FORM OF PLAN OF REORGANIZATION	A-1

SPECIAL MEETING OF SHAREHOLDERS
OF

Lord Abbett Classic Stock Fund
(a series of Lord Abbett Research Fund, Inc.)

This Combined Prospectus/Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors of Lord Abbett Research Fund, Inc. (“Research Fund”), to be used at a special meeting of shareholders of Lord Abbett Classic Stock Fund (“Target Fund”), a series of Research Fund, to be held at 9:00 a.m. on October 11, 2013, at the offices of Lord, Abbett & Co. LLC (“Lord Abbett”) at 90 Hudson Street, Jersey City, New Jersey, and at any adjournments or postponements thereof (the “Meeting”).

The Meeting is being held for the purpose of considering the following proposals:

(1)

To approve a Plan of Reorganization adopted by Research Fund, on behalf of Target Fund and its series, Lord Abbett Calibrated Dividend Growth Fund (“Acquiring Fund” and, together with Target Fund, the “Funds”), providing for: (a) the transfer of all of the assets of Target Fund to Acquiring Fund in exchange for shares of the corresponding class of Acquiring Fund and the assumption by Acquiring Fund of all of the liabilities of Target Fund; (b) the distribution of such shares to the shareholders of Target Fund; and (c) the termination of Target Fund (the “Reorganization”); and

(2)

To ratify the appointment of Deloitte & Touche LLP as Target Fund’s independent registered public accounting firm for the fiscal year ending November 30, 2013.

In addition, Target Fund shareholders will be asked to vote on any other business properly presented at the Meeting and any adjournments or postponements of the Meeting.

Only shareholders of record of Target Fund as of the close of business on July 23, 2013 (the “Record Date”) will be entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof. This Combined Prospectus/Proxy Statement and the enclosed proxy card initially are being mailed to shareholders on or about September 3, 2013.

A vote in favor of the Reorganization is a vote to become a shareholder of Acquiring Fund and terminate Target Fund. The votes of Acquiring Fund’s shareholders are not being solicited because their approval or consent is not necessary for the Reorganization to proceed. If shareholders do not approve the Reorganization, or if the Reorganization is not completed for any other reason, the Board of Target Fund will consider other strategic alternatives for Target Fund, possibly including its liquidation.

1

FEES AND EXPENSES

The tables below provide a summary comparison of the expenses of each class of shares of each Fund. Each Fund’s annual fund operating expenses are based on the Fund’s fees and expenses for the twelve-month period ended May 31, 2013. The estimated annual fund operating expenses of Acquiring Fund after giving effect to the proposed Reorganization (the “Combined Fund”) are shown on a pro forma basis as of May 31, 2013, as if the Reorganization had been completed on that date. The pro forma expenses of the Combined Fund reflect the reduction in Acquiring Fund’s contractual management fee rate that will take effect on October 1, 2013, before the Reorganization. The Combined Fund’s actual annual operating expenses after the Reorganization may be greater or less than those shown.

The Funds are subject to the same sales charges. You may qualify for sales charge discounts if you and certain members of your family invest, or agree to invest in the future, at least $50,000 in the Lord Abbett Family of Funds. More information about these and other sales charge discounts is available from your financial professional, in “Sales Charge Reductions and Waivers” on page 65 of this Combined Prospectus/Proxy Statement, and in “Purchases, Redemptions, Pricing, and Payments to Dealers” on page 8-1 of the Funds’ statement of additional information dated April 1, 2013 (“SAI”).

Class A

Fee Table	Target Fund			Acquiring Fund			Pro Forma Combined Fund
Shareholder Fees (Fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.75	%		5.75	%		5.75	%
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None			None			None
Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.69	%		0.75	%		0.63	%(3)
Distribution and Service (12b-1) Fees		0.35	%		0.25	%		0.25	%
Other Expenses		0.25	%		0.22	%		0.23	%
Total Annual Fund Operating Expenses		1.29	%		1.22	%		1.11	%
Fee Waiver and/or Expense Reimbursement		(0.31	%)(1)		(0.37	%)(2)		(0.26	%)(2)
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.98	%(1)		0.85	%(2)		0.85	%(2)

2

Class B

Fee Table	Target Fund			Acquiring Fund			Pro Forma Combined Fund
Shareholder Fees (Fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None			None			None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		5.00	%		5.00	%		5.00	%
Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.69	%		0.75	%		0.63	%(3)
Distribution and Service (12b-1) Fees		1.00	%		1.00	%		1.00	%
Other Expenses		0.25	%		0.22	%		0.23	%
Total Annual Fund Operating Expenses		1.94	%		1.97	%		1.86	%
Fee Waiver and/or Expense Reimbursement		(0.31	%)(1)		(0.37	%)(2)		(0.26	%)(2)
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		1.63	%(1)		1.60	%(2)		1.60	%(2)

Class C

Fee Table	Target Fund			Acquiring Fund			Pro Forma Combined Fund
Shareholder Fees (Fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None			None			None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		1.00	%(4)		1.00	%(4)		1.00	%(4)
Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.69	%		0.75	%		0.63	%(3)
Distribution and Service (12b-1) Fees		1.00	%		1.00	%		1.00	%
Other Expenses		0.25	%		0.22	%		0.23	%
Total Annual Fund Operating Expenses		1.94	%		1.97	%		1.86	%
Fee Waiver and/or Expense Reimbursement		(0.31	%)(1)		(0.37	%)(2)		(0.26	%)(2)
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		1.63	%(1)		1.60	%(2)		1.60	%(2)

3

Class F

Fee Table	Target Fund			Acquiring Fund			Pro Forma Combined Fund
Shareholder Fees (Fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None			None			None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None			None			None
Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.69	%		0.75	%		0.63	%(3)
Distribution and Service (12b-1) Fees		0.10	%		0.10	%		0.10	%
Other Expenses		0.25	%		0.22	%		0.23	%
Total Annual Fund Operating Expenses		1.04	%		1.07	%		0.96	%
Fee Waiver and/or Expense Reimbursement		(0.31	%)(1)		(0.37	%)(2)		(0.26	%)(2)
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.73	%(1)		0.70	%(2)		0.70	%(2)

Class I

Fee Table	Target Fund			Acquiring Fund			Pro Forma Combined Fund
Shareholder Fees (Fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None			None			None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None			None			None
Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.69	%		0.75	%		0.63	%(3)
Distribution and Service (12b-1) Fees		None			None			None
Other Expenses		0.25	%		0.22	%		0.23	%
Total Annual Fund Operating Expenses		0.94	%		0.97	%		0.86	%
Fee Waiver and/or Expense Reimbursement		(0.31	%)(1)		(0.37	%)(2)		(0.26	%)(2)
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.63	%(1)		0.60	%(2)		0.60	%(2)

4

Class P

Fee Table	Target Fund			Acquiring Fund			Pro Forma Combined Fund
Shareholder Fees (Fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None			None			None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None			None			None
Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.69	%		0.75	%		0.63	%(3)
Distribution and Service (12b-1) Fees		0.45	%		0.45	%		0.45	%
Other Expenses		0.25	%		0.22	%		0.23	%
Total Annual Fund Operating Expenses		1.39	%		1.42	%		1.31	%
Fee Waiver and/or Expense Reimbursement		(0.31	%)(1)		(0.37	%)(2)		(0.26	%)(2)
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		1.08	%(1)		1.05	%(2)		1.05	%(2)

Class R2

Fee Table	Target Fund			Acquiring Fund			Pro Forma Combined Fund
Shareholder Fees (Fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None			None			None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None			None			None
Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.69	%		0.75	%		0.63	%(3)
Distribution and Service (12b-1) Fees		0.60	%		0.60	%		0.60	%
Other Expenses		0.25	%		0.22	%		0.23	%
Total Annual Fund Operating Expenses		1.54	%		1.57	%		1.46	%
Fee Waiver and/or Expense Reimbursement		(0.31	%)(1)		(0.37	%)(2)		(0.26	%)(2)
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		1.23	%(1)		1.20	%(2)		1.20	%(2)

5

Class R3

Fee Table	Target Fund			Acquiring Fund			Pro Forma Combined Fund
Shareholder Fees (Fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None			None			None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None			None			None
Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.69	%		0.75	%		0.63	%(3)
Distribution and Service (12b-1) Fees		0.50	%		0.50	%		0.50	%
Other Expenses		0.25	%		0.22	%		0.23	%
Total Annual Fund Operating Expenses		1.44	%		1.47	%		1.36	%
Fee Waiver and/or Expense Reimbursement		(0.31	%)(1)		(0.37	%)(2)		(0.26	%)(2)
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		1.13	%(1)		1.10	%(2)		1.10	%(2)

(1)	For the period from April 1, 2013 through March 31, 2014, Lord Abbett has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses for each class, excluding 12b-1 fees, if any, to an annual rate of 0.63%. Shareholders will incur actual total annual operating expenses equal to 0.63% plus the amount of any applicable Rule 12b-1 fee. This agreement may be terminated only by Target Fund’s Board of Directors.
(2)	For the period from April 1, 2013 through March 31, 2015, Lord Abbett has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses for each class, excluding 12b-1 fees, if any, to an annual rate of 0.60%. Shareholders will incur actual total annual operating expenses equal to 0.60% plus the amount of any applicable Rule 12b-1 fee. This agreement may be terminated only by Acquiring Fund’s Board of Directors.
(3)	Reflects a reduction in Acquiring Fund’s contractual management fee rate effective October 1, 2013.
(4)	A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase.

Examples

The following examples are intended to help you compare the cost of investing in the relevant Fund with the cost of investing in other mutual funds. The example for each Fund assumes that you invest $10,000 in such Fund at the maximum sales charge, if any. The examples also assume that your investment has a 5% return each year, that dividends and distributions are reinvested, and that the relevant Fund’s operating expenses remain the same. The example for the Pro Forma Combined Fund reflects the reduction in Acquiring Fund’s contractual management fee rate that will take effect on October 1, 2013. The examples assume a deduction of the applicable contingent deferred sales charge (“CDSC”) for the one-year,

6

three-year, and five-year periods for Class B shares and for the one-year period for Class C shares. Class B shares automatically convert to Class A shares after approximately eight years. The expense example for Class B shares for the ten-year period reflects the conversion to Class A shares. The first example assumes that you redeem all of your shares at the end of the periods. Although your actual costs may be higher or lower, based on these assumptions, your costs (including any applicable CDSC) would be as shown below. No sales charge will be imposed in connection with the Reorganization. The second example assumes that you do not redeem and instead keep your shares.

If Shares Are Redeemed	1 year			3 years			5 years			10 years
Target Fund Class A Shares		$	669		$	932		$	1,214		$	2,016
Acquiring Fund Class A Shares		$	657		$	885		$	1,153		$	1,918
Pro Forma Combined Fund Class A Shares		$	657		$	869		$	1,113		$	1,814
Target Fund Class B Shares		$	666		$	879		$	1,218		$	2,070
Acquiring Fund Class B Shares		$	663		$	861		$	1,207		$	2,053
Pro Forma Combined Fund Class B Shares		$	663		$	844		$	1,167		$	1,949
Target Fund Class C Shares		$	266		$	579		$	1,018		$	2,239
Acquiring Fund Class C Shares		$	263		$	561		$	1,007		$	2,248
Pro Forma Combined Fund Class C Shares		$	263		$	544		$	967		$	2,146
Target Fund Class F Shares		$	75		$	300		$	544		$	1,243
Acquiring Fund Class F Shares		$	72		$	281		$	532		$	1,252
Pro Forma Combined Fund Class F Shares		$	72		$	264		$	490		$	1,140
Target Fund Class I Shares		$	64		$	269		$	490		$	1,126
Acquiring Fund Class I Shares		$	61		$	250		$	478		$	1,135
Pro Forma Combined Fund Class I Shares		$	61		$	233		$	436		$	1,022
Target Fund Class P Shares		$	110		$	410		$	731		$	1,642
Acquiring Fund Class P Shares		$	107		$	391		$	720		$	1,651
Pro Forma Combined Fund P Shares		$	107		$	374		$	678		$	1,542
Target Fund Class R2 Shares		$	125		$	456		$	810		$	1,808
Acquiring Fund Class R2 Shares		$	122		$	438		$	799		$	1,817
Pro Forma Combined Fund Class R2 Shares		$	122		$	421		$	758		$	1,710
Target Fund Class R3 Shares		$	115		$	425		$	757		$	1,698
Acquiring Fund Class R3 Shares		$	112		$	406		$	746		$	1,706
Pro Forma Combined Fund Class R3 Shares		$	112		$	390		$	705		$	1,599

7

If Shares Are Not Redeemed	1 year			3 years			5 years			10 years
Target Fund Class A Shares		$	669		$	932		$	1,214		$	2,016
Acquiring Fund Class A Shares		$	657		$	885		$	1,153		$	1,918
Pro Forma Combined Fund Class A Shares		$	657		$	869		$	1,113		$	1,814
Target Fund Class B Shares		$	166		$	579		$	1,018		$	2,070
Acquiring Fund Class B Shares		$	163		$	561		$	1,007		$	2,053
Pro Forma Combined Fund Class B Shares		$	163		$	544		$	967		$	1,949
Target Fund Class C Shares		$	166		$	579		$	1,018		$	2,239
Acquiring Fund Class C Shares		$	163		$	561		$	1,007		$	2,248
Pro Forma Combined Fund Class C Shares		$	163		$	544		$	967		$	2,146
Target Fund Class F Shares		$	75		$	300		$	544		$	1,243
Acquiring Fund Class F Shares		$	72		$	281		$	532		$	1,252
Pro Forma Combined Fund Class F Shares		$	72		$	264		$	490		$	1,140
Target Fund Class I Shares		$	64		$	269		$	490		$	1,126
Acquiring Fund Class I Shares		$	61		$	250		$	478		$	1,135
Pro Forma Combined Fund Class I Shares		$	61		$	233		$	436		$	1,022
Target Fund Class P Shares		$	110		$	410		$	731		$	1,642
Acquiring Fund Class P Shares		$	107		$	391		$	720		$	1,651
Pro Forma Combined Fund Class P Shares		$	107		$	374		$	678		$	1,542
Target Fund Class R2 Shares		$	125		$	456		$	810		$	1,808
Acquiring Fund Class R2 Shares		$	122		$	438		$	799		$	1,817
Pro Forma Combined Fund Class R2 Shares		$	122		$	421		$	758		$	1,710
Target Fund Class R3 Shares		$	115		$	425		$	757		$	1,698
Acquiring Fund Class R3 Shares		$	112		$	406		$	746		$	1,706
Pro Forma Combined Fund Class R3 Shares		$	112		$	390		$	705		$	1,599

Portfolio Turnover. Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the examples, affect each Fund’s performance. For the six months ended May 31, 2013, Target Fund’s portfolio turnover rate was 12.23% (unaudited) of the average value of its portfolio and Acquiring Fund’s portfolio turnover rate was 32.11% (unaudited) of the average value of its portfolio. These portfolio turnover rates do not fully reflect that each Fund sold securities to implement a change in its investment strategy. For the period August 1, 2012 through July 31, 2013, during which each Fund’s portfolio repositioning took place, Target Fund’s portfolio turnover rate was 86.73% (unaudited), while Acquiring Fund’s portfolio turnover rate was 134.66% (unaudited).

8

SUMMARY OF REORGANIZATION PROPOSAL

This Combined Prospectus/Proxy Statement provides pertinent information about the Reorganization and Acquiring Fund that a Target Fund shareholder should consider before voting. The following summarizes certain information contained elsewhere in or incorporated by reference into this Combined Prospectus/Proxy Statement. More information about Acquiring Fund is included in the section titled “Information from Acquiring Fund’s April 1, 2013 Prospectus” in this Combined Prospectus/Proxy Statement. You should read the more complete information in the rest of this Combined Prospectus/Proxy Statement, as well as in Target Fund’s prospectus, the Funds’ SAI, and each Fund’s semi-annual and annual reports. You also should review the SAI relating to this Combined Prospectus/Proxy Statement. This Combined Prospectus/Proxy Statement is qualified in its entirety by reference to these documents. You should read the entire Combined Prospectus/Proxy Statement before voting.

Overview of the Proposed Reorganization

As you evaluate the Reorganization, please consider the information below. Among other things, the information below summarizes some important recent modifications to Target Fund’s investment strategies, imminent changes to Acquiring Fund’s expense structure, and expected tax consequences of Target Fund’s portfolio repositioning and of the Reorganization. You should review this information carefully.

Investment Strategies and Portfolio Management

• Since June 11, 2013, Target Fund and Acquiring Fund have been managed by the same team of portfolio managers under similar investment strategies. In particular, both Funds seek income and capital appreciation by investing in large and mid-sized companies, both Funds employ a dividend growth investing style, and both Funds utilize fundamental research and quantitative analysis in making investment decisions. Walter H. Prahl and Frederick J. Ruvkun are Target Fund’s and Acquiring Fund’s lead portfolio managers and will continue as the lead portfolio managers of the Combined Fund after the Reorganization. In addition, Lord Abbett serves as each Fund’s investment adviser and will continue to serve as the Combined Fund’s investment adviser after the Reorganization is completed.

• Before June 11, 2013, a different team of portfolio managers managed Target Fund. Target Fund’s prior portfolio managers used growth and value investing styles to identify companies believed to offer attractive, long-term investment opportunities. The team selected investments based on in-depth analysis of a company’s financial statements, business strategy, management competence, and overall industry trends, among other factors. Although Target Fund did not select stocks specifically on the basis of their dividend growth, Target Fund, consistent with its investment objective, nevertheless historically has invested a significant portion of its assets in companies that have experienced dividend growth over time. Beginning June 11, 2013, Target Fund transitioned to its

9

	present emphasis on investing in companies that have grown their dividends over time while continuing to pursue the Fund’s investment objective and strategy of investing principally in large companies. In addition, the Fund began to select investments utilizing a combination of fundamental research and quantitative analysis. Therefore, Target Fund continues to hold some securities that were selected based on its prior investment strategies and currently holds securities that the new portfolio managers selected based on the Fund’s current investment strategies. The table under “Investment Objectives, Principal Investment Strategies, and Principal Risks” below and the narrative comparisons of the Funds’ investment attributes in this Combined Prospectus/Proxy Statement relate to Target Fund’s current employment of fundamental and quantitative investment techniques and focus on companies that have grown their dividends over time because these attributes represent the Fund’s present and future investment operations.
•	Following the Reorganization, the Combined Fund will be managed according to the investment objective and strategies of Acquiring Fund. Acquiring Fund pursues its investment objective by investing principally in large and mid-sized companies that have consistently grown their dividends over time.
•	The material differences between the Funds’ investment strategies and policies are: (1) Target Fund and Acquiring Fund focus on companies within market capitalization ranges defined by different benchmark indices, affording Acquiring Fund relatively greater flexibility to invest in mid-sized companies, although both Funds currently are managed in a similar fashion with respect to exposure to mid-sized companies; (2) Acquiring Fund has a smaller investable universe than Target Fund because Acquiring Fund invests principally in companies included in the S&P 900 10-Year Dividend Growth Index(1), while Target Fund invests principally in companies included in the Russell 1000® Index, which has less stringent company selection criteria than the S&P 900 10-Year Dividend Growth Index; and (3) Target Fund’s investment policies allow the Fund to invest to a greater extent than Acquiring Fund in foreign companies and derivatives, although both Funds currently are managed in a similar fashion with respect to such investments. Detailed information about Acquiring Fund’s investment objective, strategies, risks, policies, and restrictions is provided in the section titled “Information from Acquiring Fund’s April 1, 2013 Prospectus” in this Combined Prospectus/Proxy Statement.
•	As discussed more fully below, Target Fund’s portfolio repositioning will result in higher capital gain distributions to Target Fund shareholders,

⁽¹⁾ The S&P 900 10-Year Dividend Growth Index is the exclusive property of Standard & Poor’s Financial Services LLC (“S&P”). Under a contract with Lord Abbett, S&P administers, maintains, and calculates the S&P 900 10-Year Dividend Growth Index. S&P and its affiliates will have no liability for any errors or omissions in calculating the S&P 900 10-Year Dividend Growth Index.  

10

which will have tax implications in 2013 for shareholders who hold Target Fund shares in a taxable account.

Expense Structures

• As discussed more fully below, we anticipate that Target Fund shareholders will pay lower overall expenses after the Reorganization. In reviewing the information below, you should refer to the fee table applicable to your particular share class under “Fees and Expenses” above. Your estimated expenses as an Acquiring Fund shareholder after the Reorganization are indicated in the “Pro Forma Combined Fund” column of the fee table, and will differ from the expenses Acquiring Fund shareholders currently pay due to a reduction in Acquiring Fund’s contractual management fee rate that will be implemented before the Reorganization takes place, as explained immediately below.

• Lord Abbett has contractually agreed to lower Acquiring Fund’s contractual management fee rate so that Target Fund and Acquiring Fund both will be subject to the following contractual management fee rate effective October 1, 2013: 0.65% on the first $1 billion, 0.60% on the next $1 billion, and 0.55% on assets over $2 billion. Because this fee reduction will take effect before the Reorganization is completed, the Reorganization will not result in any change in the management fee currently paid by Target Fund shareholders. Acquiring Fund’s pre-October 1, 2013 contractual management fee rate is 0.75% on the first $1 billion, 0.70% on the next $1 billion, and 0.65% on assets over $2 billion.

• Although Acquiring Fund’s pre-October 1, 2013 contractual management fee rate is 10 basis points higher than Target Fund’s contractual management fee rate at each breakpoint, during the Funds’ fiscal year ended November 30, 2012, Acquiring Fund’s total net annual operating expenses (0.60% plus the amount of any applicable Rule 12b-1 fee) were lower than Target Fund’s total net annual operating expenses (0.63% plus the amount of any applicable Rule 12b-1 fee) after giving effect to each Fund’s contractual expense cap. This differential stems from Lord Abbett’s contractual commitment to cap Acquiring Fund’s total annual operating expenses at a lower level than it has contractually capped Target Fund’s total annual operating expenses. Acquiring Fund’s contractual expense cap will remain in place through at least March 31, 2015, although there is no guarantee that the cap will be renewed after that date.

• Before giving effect to each Fund’s contractual expense cap, each class of shares of Acquiring Fund, with the exception of Class A shares, had higher total annual operating expenses than the corresponding class of shares of Target Fund during the Funds’ fiscal year ended November 30, 2012 because Acquiring Fund has a higher contractual management fee rate until October 1, 2013. Acquiring Fund’s Class A share total annual

11

	operating expenses were lower than Target Fund’s Class A share total annual operating expenses because Acquiring Fund’s Class A Rule 12b-1 fee is 10 basis points lower than Target Fund’s Class A Rule 12b-1 fee.
•	The Funds are subject to the same share class-specific Rule 12b-1 fee rates, except that Acquiring Fund’s Class A Rule 12b-1 fee rate is 10 basis points lower than Target Fund’s Class A Rule 12b-1 fee rate.
•	Acquiring Fund’s other (i.e., non-management) expenses (0.23%) were lower than those of Target Fund (0.25%) during the Funds’ fiscal year ended November 30, 2012.
•	The Funds’ shares are subject to the same sales charges, including a CDSC of 1.00% on certain Class A shares purchased or acquired without a sales charge if they are redeemed before the first day of the month of the one-year anniversary of their purchase.

Performance Histories

• Acquiring Fund’s performance for periods before September 27, 2012 was achieved by its prior portfolio management team under its prior investment strategy of investing in a mix of equity and fixed income securities and thus does not represent the Fund’s current investment strategy. For the period from September 27, 2012 through July 31, 2013, Acquiring Fund outperformed Target Fund. For that period, Acquiring Fund’s Class A shares returned 18.33% (without sales charges) and Target Fund’s Class A shares returned 16.98% (without sales charges).

• The performance for each class of shares of Acquiring Fund was higher than the performance for the corresponding class of shares of Target Fund for the calendar year-to-date, 3-, 5-, and 10-year periods ended July 31, 2013. For such periods, Acquiring Fund’s Class A shares returned 17.67%, 14.31%, 8.90%, and 8.40%, respectively (without sales charges). For the same periods, Target Fund’s Class A shares returned 17.47%, 12.89%, 6.09%, and 7.03%, respectively (without sales charges). The performance for each class of shares of Acquiring Fund was lower than the performance for the corresponding class of shares of Target Fund for the 1-year period ended July 31, 2013. For that period, Acquiring Fund’s Class A shares returned 23.29% (without sales charges) and Target Fund’s Class A shares returned 23.46% (without sales charges).

• Performance for share classes other than Class A will differ from that of Class A due to the different Rule 12b-1 fee each share class bears. For more information about the performance of each class of shares of each Fund, with and without sales charges, please see “Performance” below. A Fund’s past performance is not an indication of future results.

Tax Consequences of Target Fund’s Portfolio Transition and the Reorganization

• It is expected that the Reorganization will qualify as a tax-free reorganization for federal income tax purposes.

12

• Despite the tax-free nature of the Reorganization itself, Target Fund portfolio repositioning before the Reorganization is expected to generate significant capital gains, which will cause Target Fund shareholders to receive higher capital gain distributions than they would have received absent the repositioning. The amount of capital gain distributions is determined by the extent to which Target Fund repositioned its portfolio and the extent to which the Fund realized gains from the sale portfolio securities. The tax impact of such capital gain distributions to an individual shareholder will depend on whether the shareholder holds Target Fund shares in a taxable account and other factors specific to each shareholder.

Implementation and Effect of the Reorganization

• As a result of the Reorganization, you will become a shareholder of Acquiring Fund and receive a pro rata distribution of Acquiring Fund shares (or fractions thereof) of the same class, with the same sales charge structure and Rule 12b-1 fee (except that if you hold Class A shares of Target Fund, your Rule 12b-1 fee will be 10 basis points lower as an Acquiring Fund shareholder), receiving the same services, and having the same total value as your investment in Target Fund as of the date of the exchange. When this occurs, you will cease to be a shareholder of Target Fund.

• The Plan provides for the transfer to Acquiring Fund of all of the assets of Target Fund in exchange for shares of Acquiring Fund and the assumption by Acquiring Fund of all of the liabilities of Target Fund. Because the Reorganization will be effected based on each Fund’s net asset value computed in the same manner, the interests of each Fund’s shareholders will not be diluted by the Reorganization. The specific terms of the Reorganization are set forth in the Plan, a copy of which is attached as Appendix A.

• The Funds have identical procedures for the purchase, exchange, redemption, and valuation of Fund shares. The Funds have the same distribution policies, except that Target Fund pays dividends from its net investment income at least annually and Acquiring Fund pays such dividends quarterly. In addition, because both Funds are organized under the same legal structure (i.e., Research Fund), Target Fund shareholders will not experience any change in shareholder rights.

• You will not be charged any sales charges, commissions, or transaction fees in the Reorganization. Any other investment or redemption will be subject to any applicable sales charges. After the Reorganization is completed, any CDSC on the redemption of shares of Acquiring Fund will be calculated from the date of original purchase of Target Fund shares.

• Lord Abbett will bear the direct costs of the Reorganization, including the cost of hiring a proxy solicitation firm to request and record shareholders’ votes, the cost of preparing, filing, printing, and mailing

13

	this Combined Prospectus/Proxy Statement, and related accounting and legal fees. However, the Funds will bear the transaction costs associated with the Reorganization, as well as any other indirect costs of the Reorganization. Target Fund will bear such costs related to any portfolio repositioning that takes place before the Reorganization and the Combined Fund will bear any such costs related to any portfolio repositioning that takes place after the Reorganization.
•	Completion of the Reorganization is subject to the approval of Target Fund’s shareholders and other conditions.
•	Subject to shareholder approval, the Reorganization is expected to be effected as soon as practicable following the Meeting.
•	After the Reorganization, Target Fund will be terminated.
•	Purchase or exchange orders for shares of Target Fund received after the close of regular trading on the New York Stock Exchange (typically 4:00 p.m. Eastern time) on the eve of the Reorganization will be deemed purchase or exchange orders for shares of Acquiring Fund.
•	Actual results of the Reorganization may differ from the expected results described in this Combined Prospectus/Proxy Statement.

Board Considerations in Approving the Reorganization

On behalf of each Fund, the Board of Research Fund (the “Board”), independently evaluated and separately approved the proposed Reorganization, with related data and analysis, as presented by Lord Abbett at a meeting held on June 6, 2013. At the meeting, the Board considered a number of factors, including but not limited to the following:

• The compatibility of Target Fund’s investment objective, strategies, risks, policies, and restrictions with those of Acquiring Fund, both under its prior investment approach and under its newly adopted investment approach;

• The relative expense ratios of the Funds and the impact of the Reorganization on those expense ratios;

• The relative investment performance of the Funds;

• The relative sizes of the Funds;

• The relative past and current growth in assets of each Fund and its expected future prospects for growth;

• The anticipated tax consequences of the Reorganization with respect to each Fund and its shareholders, including the likelihood that portfolio repositioning before the Reorganization would involve higher taxable distributions in 2013 for Target Fund shareholders;

• The estimated direct costs of the Reorganization, which Lord Abbett has agreed to bear, and the extent to which each Fund might incur portfolio

14

	transaction costs and other indirect costs associated with the Reorganization; and
•	The potential benefits of the Reorganization for the shareholders of each Fund.

In considering such factors, the Board questioned Lord Abbett about the compatibility of each Fund’s investment strategies and policies, the comparative expense ratios of the Funds, the performance and growth of assets of the Funds, the costs and anticipated tax consequences of the Reorganization and of portfolio repositioning before and after the Reorganization, and the potential benefits to shareholders. Actual results of the Reorganization may differ from the expected results described in this Combined Prospectus/Proxy Statement.

The Board’s considerations and conclusions are summarized below.

In proposing the Reorganization, Lord Abbett recommended, and the Board approved, a 10-basis point reduction in Acquiring Fund’s contractual management fee rate at each breakpoint effective October 1, 2013. The Board understood that Lord Abbett’s undertaking to reduce Acquiring Fund’s contractual management fee rate was related to, but not conditioned on, the Reorganization. The Board considered that, as a result of this contractual reduction, Target Fund and Acquiring Fund will have identical contractual management fee rates when the Reorganization is completed. The Board observed that Acquiring Fund’s lower contractual management fee rate effective October 1, 2013 will cause the total annual operating expenses of each class of shares of Acquiring Fund to be the same as or lower than the total annual operating expenses of the corresponding class of Target Fund on a gross basis (i.e., before giving effect to the Funds’ respective contractual expense caps) and on a net basis (i.e., after giving effect to the Funds’ respective contractual expense caps). In addition, the Board approved the extension of Acquiring Fund’s 0.60% contractual expense cap (excluding any applicable Rule 12b-1 fee) at the same level through at least March 31, 2015, which the Board noted was lower than Target Fund’s 0.63% contractual expense cap (excluding any applicable Rule 12b-1 fee).

The Board also considered that because of Acquiring Fund’s comparatively higher pre-October 1, 2013 contractual management fee rate, management fees were higher and gross expense ratios generally were higher for Acquiring Fund than for Target Fund over the Funds’ 2012 fiscal year. The Board noted that the sole exception was Class A shares, for which Acquiring Fund’s gross expense ratio was lower than Target Fund’s gross expense ratio during the Funds’ 2012 fiscal year because Acquiring Fund’s Class A Rule 12b-1 fee is 10 basis points lower than Target Fund’s Class A Rule 12b-1 fee. The Board further noted that distribution and service (Rule 12b-1) fees and administrative services fees, each a component of operating expenses, were the same for each Fund’s respective share classes other than Class A. The Board compared the Funds’ other (i.e., non-management) expenses, which were lower for Acquiring Fund than they were for Target Fund during the Funds’ 2012 fiscal year.

15

The Board considered the potential tax implications of any pre- or post-Reorganization portfolio repositioning, with a particular focus on the likelihood that Target Fund’s portfolio repositioning before the Reorganization will cause Target Fund shareholders to receive higher capital gain distributions in 2013 than they would have received absent the repositioning. The Board also considered whether the Funds would incur portfolio transaction costs related to portfolio repositioning, and the extent to which such costs might be borne by Target Fund and its shareholders before the Reorganization or by the Combined Fund and its shareholders after the Reorganization.

The Board considered that Acquiring Fund’s performance for periods before September 27, 2012 was achieved by its prior portfolio management team under its prior investment strategy of investing in a mix of equity and fixed income securities and thus does not represent the Fund’s current portfolio management team or investment strategy. Accordingly, the Board reviewed the Funds’ relative historical performance since September 27, 2012 and for earlier periods with that change in mind. The Board observed that Acquiring Fund outperformed Target Fund for the period from September 27, 2012 through April 30, 2013. The Board also observed that as of April 30, 2013, Acquiring Fund’s Class A shares’ performance (without sales charges) was higher than Target Fund’s Class A shares’ performance (without sales charges) for the calendar year-to-date, 1-, 3-, 5-, and 10-year periods. For more performance information, please see “Performance” below.

Also, the Board considered the level of investment management services provided by Lord Abbett to each Fund; the investment management experience of Messrs. Prahl and Ruvkun, each Fund’s lead portfolio managers; the expected prospects for future sales of Target Fund shares, in light of its historical asset flows; the related possibility of future declines or increases in Target Fund’s asset level, and their effect on administrative, portfolio management, distribution, shareholder servicing, and other operating efficiencies; and the magnitude of the increase in Acquiring Fund’s assets from the Reorganization, the likelihood of future sales of Acquiring Fund, the effect of each on Acquiring Fund’s asset level, and any resulting administrative, portfolio management, distribution, shareholder servicing, and other operating efficiencies. The Board also reviewed each Fund’s net asset flows for the calendar year-to-date period ended April 30, 2013.

The Board also considered that the Funds have the same portfolio management team. The Board took into account that the Reorganization may provide Target Fund shareholders with relatively less portfolio diversification as a result of Acquiring Fund’s somewhat more stringent investment criteria. Notwithstanding the differences between the Funds’ investment approaches, the Board concluded that the Funds’ overall risk profiles are similar.

The Board also considered the compatibility of the Funds’ respective investment objectives, strategies, and policies; the principal investment risks associated with each Fund’s investment strategies; the tax-free nature of the Reorganization; and

16

the fact that the Funds share the same portfolio managers and service providers, including their investment adviser, distributor, administrator, custodian, and transfer agent. The Board noted that after the Reorganization, the same directors would continue to oversee the interests of Target Fund shareholders under the same charter and by-laws, and under the same legal and regulatory standards. The Board weighed alternatives to the Reorganization, including liquidating Target Fund or merging it into a different fund, but concluded that the Reorganization was preferable to those alternatives.

The Board evaluated the relevant factors described above independently and approved the Reorganization separately. In light of these factors and their fiduciary duty under federal and state law, the Board, including all of the directors who were not interested persons of either Fund (as defined in the 1940 Act), unanimously determined, separately on behalf of each Fund, that: (1) the Reorganization is in the best interests of the Fund and its shareholders; and (2) the Reorganization will not result in a dilution of the interests of the Fund’s shareholders.

Investment Objectives, Principal Investment Strategies, and Principal Risks

This section describes the similarities and differences between the investment objectives, strategies, and risks of Target Fund and those of Acquiring Fund. For a more complete description of the investment objective, strategies, and risks of Acquiring Fund, you should read the section titled “Information from Acquiring Fund’s April 1, 2013 Prospectus” in this Combined Prospectus/Proxy Statement and Acquiring Fund’s SAI.

The similarities and differences between the principal investment attributes of Target Fund and Acquiring Fund are summarized in the chart and the discussion below.

	Target Fund		Acquiring Fund
Investment Objective	Seeks growth of capital and income consistent with reasonable risk		Seeks current income and capital appreciation
Investing Style	Dividend growth		Dividend growth
Principal Investment Strategies	•	Invests at least 80% of its assets in large companies	•	Invests in large and mid-sized companies that have a history of increasing dividends and seeks to maintain portfolio characteristics similar to those of the S&P 900 10-Year Dividend Growth Index
	•	Invests in companies that have a history of increasing dividends
	•	May invest up to 10% of its assets in foreign (including emerging market) companies	•	May invest up to 5% of its assets in foreign (including emerging market) companies

17

	Target Fund		Acquiring Fund
Index for Definition of Market Capitalization Range	Russell 1000® Index(1)		S&P 900® Index(2)
Performance	Russell 1000® Index(1)		S&P 500® Index(3)
Benchmarks	S&P 500® Index(3)		S&P 900 10-Year Dividend Growth Index(4)
Diversification Status	Diversified		Diversified
Fundamental Investment Restrictions	Identical to those of Acquiring Fund		Identical to those of Target Fund
Non-Fundamental Investment Restrictions	Identical to those of Acquiring Fund		Identical to those of Target Fund
Portfolio Turnover	For the six months ended May 31, 2013, Target Fund’s portfolio turnover rate was 12.23% (unaudited) of the average value of its portfolio. This portfolio turnover rate does not fully reflect that the Fund sold securities to implement a change in its investment strategy. For the period August 1, 2012 through July 31, 2013, during which the Fund’s portfolio repositioning took place, Target Fund’s portfolio turnover rate was 86.73% (unaudited).		For the six months ended May 31, 2013, Acquiring Fund’s portfolio turnover rate was 32.11% (unaudited) of the average value of its portfolio. This portfolio turnover rate does not fully reflect that the Fund sold securities to implement a change in its investment strategy. For the period August 1, 2012 through July 31, 2013, during which the Fund’s portfolio repositioning took place, Acquiring Fund’s portfolio turnover rate was 134.66% (unaudited).
Principal	•	Portfolio Management Risk	•	Investment Strategy Risk
Investment Risks	•	Investment Strategy Risk	•	Equity Risk
(Described Below)	•	Equity Risk	•	Dividend Risk
	•	Large Company Risk	•	Large Company Risk
	•	Blend Style Risk	•	Mid-Sized Company Risk
	•	Dividend Risk	•	Value Investing Risk
	•	Foreign Company Risk	•	Foreign Company Risk
	•	Derivatives Risk
	•	Industry/Sector Risk

18

		Target Fund	Acquiring Fund
Portfolio Construction Process		Fundamental research and quantitative analysis	Fundamental research and quantitative analysis
(1)	The market capitalization range of the Russell 1000® Index as of July 31, 2013, following its most recent annual reconstitution, was approximately $1.8 billion to $402 billion. This range varies daily.
(2)	The market capitalization range of the S&P 900® Index as of June 28, 2013, following its most recent annual reconstitution, was approximately $488 million to $402 billion. This range varies daily.
(3)	The market capitalization range of the S&P 500® Index as of June 28, 2013, following its most recent quarterly reconstitution, was approximately $2 billion to $422 billion. This range varies daily.
(4)	The market capitalization range of the S&P 900 10-year Dividend Growth Index as of January 31, 2013, following its most recent reconstitution, was approximately $2.1 billion to $421 billion. This range varies daily.

As the chart above demonstrates, there are many similarities between Target Fund’s and Acquiring Fund’s respective investment strategies and policies. Each Fund seeks income and capital appreciation and invests in equity securities of large companies. Target Fund’s investment objective specifically refers to a “reasonable risk” standard, whereas Acquiring Fund’s investment objective does not contain such a specific reference. This distinction reflects disclosure approaches that were prevalent when each Fund was organized (1992 in the case of Target Fund versus 2001 in the case of Acquiring Fund), rather than a difference in the level of risk the Funds can assume. Similarly, “Derivatives Risk” appears above as a principal investment risk of Target Fund as a legacy from its prior investment strategies. Currently, both Funds may manage cash by investing in futures or other derivatives that provide efficient short-term investment exposure to broad equity markets, as detailed in their SAI. Each Fund invests in companies that historically have increased their dividends. Each Fund utilizes fundamental research and quantitative analysis in making investment decisions. Each Fund is diversified, meaning that with respect to 75% of each Fund’s total assets, the Fund normally will not purchase a security if, as a result, more than 5% of the Fund’s total assets would be invested in securities of a single issuer or the Fund would hold more than 10% of the outstanding voting securities of the issuer. The Funds have identical fundamental and non-fundamental investment restrictions.

The material differences between the Funds’ investment strategies and policies are: (1) Target Fund and Acquiring Fund focus on companies within market capitalization ranges defined by different benchmark indices, affording Acquiring Fund relatively greater flexibility to invest in mid-sized companies, although both Funds currently are managed in a similar fashion with respect to exposure to mid-sized companies; (2) Acquiring Fund has a smaller investable universe than Target Fund because Acquiring Fund invests principally in companies included in the S&P 900 10-Year Dividend Growth Index, while Target Fund invests principally in companies included in the Russell 1000® Index, which has less stringent company selection criteria than the S&P 900 10-Year Dividend Growth Index; and (3) Target Fund’s investment policies allow the Fund to invest to a greater extent than Acquiring Fund in foreign companies and derivatives, although both Funds currently are managed in a similar fashion with respect to such investments.

19

Notwithstanding these differences, the Funds have similar, though not identical, overall risk profiles. Accordingly, although certain risks are identified in the chart above as principal investment risks for a particular Fund based on its past portfolio composition, Target Fund and Acquiring Fund each may be exposed to such risks to varying degrees. Each Fund is subject to the same other principal investment risks, with the exception of Acquiring Fund’s relatively greater exposure to the risks of investing in mid-sized companies. In evaluating the Reorganization, Target Fund shareholders should carefully consider the risks of investing in Acquiring Fund, which are described immediately below.

The principal risks that could adversely affect a Fund’s performance or increase volatility include the following:

• Portfolio Management Risk: The strategies used and securities selected by a Fund’s investment team may fail to produce the intended result and the Fund may not achieve its objective. The securities selected for a Fund may not perform as well as other securities that were not selected for the Fund. As a result, a Fund may suffer losses or underperform other funds with the same investment objective or strategies, even in a rising market.

• Investment Strategy Risk (Acquiring Fund): The strategies used and securities selected by the Fund may fail to produce the intended result and the Fund may not achieve its objective. Through the integration of fundamental research and quantitative analysis, the Fund expects that stock selection is likely to be a primary driver of the Fund’s performance relative to the Dividend Growth Index. To the extent that the performance consequences of overall portfolio attributes, such as sector weightings, are substantially similar to those of the Dividend Growth Index, the Fund may magnify the remaining effect of stock selection on the Fund’s relative performance. In addition, there is no guarantee that the Fund’s use of quantitative analytic tools will be successful. Factors that affect a security’s value can change over time and these changes may not be reflected in the Fund’s quantitative models. Although the Fund seeks to maintain an investment portfolio with overall industry and sector weightings generally similar to those of the Dividend Growth Index, the Fund may underperform its benchmark(s). As a result of the risks associated with the Fund’s investment strategies, the Fund may underperform other funds with the same investment objective and which invest in large and mid-sized companies, even in a rising market. In addition, the Fund’s strategy of focusing on the relatively narrow market segment of dividend paying companies means the Fund will be more exposed to risks associated with that particular market segment than a fund that invests more widely.

• Investment Strategy Risk (Target Fund): If the Fund’s fundamental research and quantitative analysis fail to produce the intended result, the

20

	Fund may suffer losses or underperform its benchmark or other funds with the same investment objective or strategies, even in a rising market.
•	Equity Securities Risk: Each Fund invests principally in common stocks and other equity securities. Stock markets may experience significant volatility at times and may fall sharply in response to adverse events. Certain segments of the stock market may react differently than other segments and U.S. markets may react differently than foreign markets. Individual stock prices also may experience dramatic movements in price. Factors that may affect the markets in general or individual stocks include periods of slower growth or recessionary economic conditions, future expectations of poor economic conditions or lack of investor confidence. In addition, individual stocks may be adversely affected by factors such as reduced sales, increased costs or a negative outlook for the future performance of the company. Common stock represents ownership in a company. In claims for assets in a liquidation or bankruptcy and in claims for dividends, common stock has lower priority than preferred stock and debt securities. Because convertible securities have certain features that are common to fixed-income securities and may be exchanged for common stock, they are subject to the risks affecting both equity and fixed income securities, including market, credit and interest rate risk.
•	Large Company Risk: Larger, more established companies may be unable to respond quickly to certain market developments. In addition, larger companies may have slower rates of growth as compared to successful, but less well-established, smaller companies, especially during market cycles corresponding to periods of economic expansion.
•	Mid-Sized Company Risk: Investments in mid-sized companies may involve greater risks than investments in larger, more established companies. Smaller and mid-sized companies generally have narrower product lines, more limited financial resources, less experienced management, and unproven track records, which may cause them to be more vulnerable to changing economic conditions. Their securities may be less well-known and trade less frequently and in more limited volume than the securities of larger, more established companies. In addition, smaller and mid-sized companies typically are subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of these stocks tend to rise and fall in value more frequently and to a greater degree than the prices of larger company stocks. Although investing in smaller and mid-sized companies offers potential for above-average returns, these companies may not succeed and the value of their stock could decline significantly.
•	Value Investing Risk: In contrast to growth stocks, the market may fail to recognize the intrinsic value of value stocks as a whole, or of particular

21

	value stocks, for a long time. In addition, if the Fund’s assessment of market conditions or of a company’s value or prospects for earnings growth is wrong, the Fund could suffer losses or produce poor performance relative to other funds, even in a rising market. Certain investments may never reach what the Fund believes is their full value or may decrease in value.
•	Blend Style Risk: The prices of growth stocks may fall dramatically if, for example, the company fails to meet earnings or revenue projections. The prices of value stocks may lag the market for long periods of time if the market fails to recognize the company’s worth. By combining both growth and value styles, the investment team seeks to diversify these risks and lower volatility, but there is no assurance this strategy will achieve that result.
•	Foreign Company Risk: The Fund’s investments in foreign (including emerging market) companies and in U.S. companies with economic ties to foreign markets generally involve special risks that can increase the likelihood that the Fund will lose money. For example, as compared with companies organized and operated in the U.S., these companies may be more vulnerable to economic, political, and social volatility and subject to less government supervision, lack of transparency, inadequate regulatory and accounting standards, and foreign taxes. In addition, the securities of foreign companies also may be subject to inadequate exchange control regulations, higher transaction and other costs, and delays in settlement to the extent that such securities are traded on non-U.S. exchanges or markets. Foreign company securities also may be subject to thin trading volumes and reduced liquidity, which may lead to greater price fluctuation. A change in the value of a foreign currency relative to the U.S. dollar will change the value of securities held by the Fund that are denominated in that foreign currency, including the value of any income distributions payable to the Fund as a holder of such securities. These and other factors can materially adversely affect the prices of securities the Fund holds, impair the Fund’s ability to buy or sell securities at their desired price or time, or otherwise adversely affect the Fund’s operations. The Fund may invest in securities of issuers whose economic fortunes are linked to non-U.S. markets, but which principally are traded on a U.S. securities market or exchange and denominated in U.S. dollars. To the extent the Fund invests in this manner, the percentage of the Fund’s assets that is exposed to the risks associated with foreign companies may exceed the percentage of the Fund’s assets that is invested in foreign securities that are principally traded outside of the U.S. The Fund’s investments in emerging market companies generally are subject to heightened risks compared to its investments in developed market companies.

22

•	Derivatives Risk: Derivatives are subject to certain risks, including the risk that the value of the derivative may not correlate with the value of the underlying security, rate, or index in the manner anticipated by portfolio management. Derivatives may be more sensitive to changes in economic or market conditions and may become illiquid. Derivatives are subject to leverage risk, which may increase the Fund’s volatility, and counterparty risk, which means that the counterparty may fail to perform its obligations under the derivative contract.
	Because derivatives may involve a small amount of cash relative to the total amount of the transaction (known as leverage), the magnitude of losses from derivatives may be greater than the amount originally invested by the Fund in the derivative instrument. The Fund’s use of leverage may make the Fund more volatile. The Fund will be required to identify and earmark permissible liquid assets to cover its obligations under these transactions. The Fund may have to liquidate positions before it is desirable to do so in order to fulfill its requirements to provide asset coverage for derivative transactions. The Fund’s use of derivatives may affect the amount, timing and character of distributions, and may cause the Fund to realize more short-term capital gain and ordinary income than if the Fund did not use derivatives.
	There is no assurance that the Fund will be able to employ its derivatives strategy successfully. Whether the Fund’s use of derivatives is successful will depend on, among other things, the Fund’s ability to correctly forecast market movements, company and industry valuation levels and trends, changes in foreign exchange rates, and other factors. If the Fund incorrectly forecasts these and other factors, the Fund’s performance could suffer. Although hedging may reduce or eliminate losses, it also may reduce or eliminate gains.
•	Industry/Sector Risk: Although the Fund maintains a diversified portfolio, from time to time the Fund may favor investments in one or more particular industries or sectors. To the extent that the Fund emphasizes a particular industry or sector, the value of the relevant portion of the Fund’s investments may fluctuate in response to events affecting that industry or sector (such as government regulations, resource availability or economic developments) to a greater degree than securities within other industries or sectors.

An investment in a Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Federal Income Tax Considerations

The Reorganization transaction itself is not intended to result in any income, gain or loss being recognized for U.S. federal income tax purposes by Target Fund or its shareholders and will not take place unless each Fund receives a satisfactory

23

opinion from Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Funds, substantially to the effect that the Reorganization will be a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

Despite the tax-free nature of the Reorganization itself, Target Fund portfolio repositioning before the Reorganization is expected to generate significant capital gains, which will cause Target Fund shareholders to receive higher capital gain distributions in 2013 than they would have received absent the modifications to Target Fund’s investment approach and the Reorganization. The amount of capital gain distributions is determined by the extent to which Target Fund repositioned its portfolio and the extent to which the Fund realized gains from the sale of portfolio securities. The tax impact of such capital gain distributions to an individual shareholder will depend on whether the shareholder holds Target Fund shares in a taxable account and other factors specific to each shareholder.

Shareholders should note that, if necessary, in accordance with Target Fund’s policy of distributing its investment company taxable income and net capital gains for each taxable year in order to qualify for favorable tax treatment as a regulated investment company and avoid federal income and excise tax at the fund level, the Fund will declare and pay a distribution of any such previously undistributed income and gains to its shareholders immediately before the Reorganization. Such distributions will be taxable to Target Fund shareholders if they hold Target Fund shares in a taxable account.

For additional information about the tax consequences of the Reorganization, see “More Information about the Reorganization—Material Federal Income Tax Consequences of the Reorganization” below.

Classes of Shares

Each Fund has the following classes of shares: Class A, Class B, Class C, Class F, Class I, Class P, Class R2, and Class R3, each of which invests in the same portfolio, but bears different expenses and receives different levels of dividends. The Funds’ share-specific fee structure is the same except that Acquiring Fund’s Class A Rule 12b-1 fee is 0.25% and Target Fund’s Class A Rule 12b-1 fee is 0.35%. If the Reorganization is completed, Target Fund shareholders will receive the same class of shares in Acquiring Fund as they currently own in Target Fund.

Purchases, Exchanges, Redemptions, and Valuation of Fund Shares

Procedures for the purchase, exchange, redemption, and valuation of shares of Target Fund and Acquiring Fund are identical. Acquiring Fund shares are available through certain authorized dealers at the public offering price, which is the net asset value (“NAV”) plus any applicable sales charge. In accordance with Target Fund’s prospectus, shareholders of Target Fund may exchange their shares for shares of Acquiring Fund or certain other Lord Abbett-sponsored funds at any time before the Reorganization; however, each such exchange will represent a sale of

24

shares for which a shareholder may recognize a taxable gain or loss. In contrast, no gain or loss will be recognized by shareholders of Target Fund upon the exchange of their Target Fund shares for shares of Acquiring Fund received as a result of the Reorganization. More information about procedures for purchases, exchanges, redemptions and valuation of Acquiring Fund shares is available in the section titled “Information from Acquiring Fund’s April 1, 2013 Prospectus” in this Combined Prospectus/Proxy Statement.

Dividend Policies

Acquiring Fund expects to declare and pay dividends from its net investment income quarterly, while Target Fund expects to declare and pay dividends from its net investment income at least annually. Detailed information about Acquiring Fund’s distribution policies is included in the section titled “Information from Acquiring Fund’s April 1, 2013 Prospectus” in this Combined Prospectus/Proxy Statement.

Capitalization

The following table sets forth the capitalization of Target Fund and Acquiring Fund as of May 31, 2013 and the pro forma capitalization of the Combined Fund if the proposed Reorganization had occurred on that date. The table should not be relied upon to determine the amount of Acquiring Fund shares that actually will be received and distributed in the Reorganization. The actual exchange ratio will be determined based on the Funds’ relative NAVs and the number of shares of Target Fund outstanding on or about the date on which the Reorganization is completed (the “Closing Date”).

25

	Target Fund			Acquiring Fund			Pro Forma Adjustments(1)		Pro Forma Combined Fund
Class A Net Assets		$	513,717,733		$	982,634,879				$	1,496,352,612
Class A NAV		$	34.90		$	14.09				$	14.09
Class A Shares Outstanding			14,719,021			69,747,039		21,744,463			106,210,523
Class B Net Assets		$	19,776,027		$	28,183,061				$	47,959,088
Class B NAV		$	33.28		$	13.97				$	13.97
Class B Shares Outstanding			594,252			2,017,433		821,379			3,433,064
Class C Net Assets		$	70,969,486		$	96,103,087				$	167,072,573
Class C NAV		$	33.32		$	13.98				$	13.98
Class C Shares Outstanding			2,130,091			6,873,235		2,945,604			11,948,930
Class F Net Assets		$	24,948,379		$	46,840,548				$	71,788,927
Class F NAV		$	34.78		$	14.08				$	14.08
Class F Shares Outstanding			717,298			3,326,686		1,054,573			5,098,557
Class I Net Assets		$	164,385,602		$	7,705,212				$	172,090,814
Class I NAV		$	34.96		$	14.17				$	14.17
Class I Shares Outstanding			4,702,258			543,652		6,896,198			12,142,108
Class P Net Assets		$	1,062,512		$	1,343,181				$	2,405,693
Class P NAV		$	35.16		$	14.13				$	14.13
Class P Shares Outstanding			30,221			95,044		44,963			170,228
Class R2 Net Assets		$	1,814,864		$	397,048				$	2,211,912
Class R2 NAV		$	34.71		$	14.16				$	14.16
Class R2 Shares Outstanding			52,282			28,034		75,858			156,174
Class R3 Net Assets		$	16,106,907		$	4,863,182				$	20,970,089
Class R3 NAV		$	34.53		$	14.05				$	14.05
Class R3 Shares Outstanding			466,443			346,175		680,092			1,492,710
Total Net Assets		$	812,781,510		$	1,168,070,198				$	1,980,851,708
Total Shares Outstanding			23,411,866			82,977,298		34,263,130			140,652,294

⁽¹⁾ Adjustment reflects additional shares issued in connection with the Reorganization.

26

Performance

Target Fund

The bar chart and table below provide some indication of the risks of investing in Target Fund by illustrating the variability of the Fund’s returns. Each assumes reinvestment of dividends and distributions. Target Fund’s past performance, before and after taxes, is not necessarily an indication of how Target Fund will perform in the future.

The bar chart shows changes in the performance of Target Fund’s Class A shares from calendar year to calendar year. This chart does not reflect the sales charge applicable to Class A shares. If the sales charge were reflected, returns would be lower. Performance for Target Fund’s other share classes will vary due to the different expenses each class bears. Updated performance information is available at www.lordabbett.com or by calling 888-522-2388.

Bar Chart (per calendar year) — Class A Shares*

Best Quarter 2nd Q ’03 +18.49% Worst Quarter 4th Q ’08 -19.90%

* The total return for the Fund’s Class A shares for the six-month period from January 1, 2013 to June 30, 2013 was +11.75%.

The table below shows how Target Fund’s average annual total returns compare to the returns of securities market indices with investment characteristics similar to those of the Fund. The Fund’s average annual total returns include applicable sales charges.

The after-tax returns of Class A shares included in the table below are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to a tax benefit resulting from realized losses on a sale of Fund shares at the end of the period that is used to offset other gains. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. The after-tax returns

27

shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts (“IRAs”). After-tax returns for other share classes are not shown in the table and will vary from those shown for Class A shares.

Average Annual Total Returns (for the periods ended December 31, 2012)
Class	1 Year	5 Years	10 Years	Life of Class	Inception Date for Performance
Class A Shares
Before Taxes	8.37%	-0.38%	6.12%	–
After Taxes on Distributions	8.18%	-0.50%	5.76%	–
After Taxes on Distributions and Sale of Fund Shares	5.70%	-0.34%	5.34%	–
Class B Shares	9.29%	-0.24%	6.20%	–
Class C Shares	13.29%	0.16%	6.07%	–
Class F Shares	15.30%	1.06%	–	0.65%	9/28/2007
Class I Shares	15.42%	1.17%	7.14%	–
Class P Shares	14.91%	0.71%	6.74%	–
Class R2 Shares	14.74%	0.75%	–	0.33%	9/28/2007
Class R3 Shares	14.87%	0.68%	–	0.26%	9/28/2007
Index
Russell 1000® Index (reflects no deduction for fees, expenses, or taxes)	16.42%	1.92%	7.52%	1.19%	9/28/2007
S&P 500® Index (reflects no deduction for fees, expenses, or taxes)	16.00%	1.66%	7.10%	0.93%	9/28/2007

Acquiring Fund

The bar chart and table below provide some indication of the risks of investing in Acquiring Fund by illustrating the variability of the Fund’s returns. Each assumes reinvestment of dividends and distributions. Acquiring Fund’s past performance, before and after taxes, is not necessarily an indication of how Acquiring Fund will perform in the future.

The bar chart shows changes in the performance of Acquiring Fund’s Class A shares from calendar year to calendar year. This chart does not reflect the sales charge applicable to Class A shares. If the sales charge were reflected, returns would be lower. Performance for Acquiring Fund’s other share classes will vary due to the different expenses each class bears. Updated performance information is available at www.lordabbett.com or by calling 888-522-2388.

The bar chart and table show performance of Acquiring Fund during periods when the Fund operated under the name “Lord Abbett Capital Structure Fund” and

28

invested in a mix of equity and fixed income securities. Effective September 27, 2012, Acquiring Fund implemented its present dividend-oriented equity strategy. This change is likely to affect Acquiring Fund’s performance in the future.

Bar Chart (per calendar year) — Class A Shares*

Best Quarter 4th Q ’03 +12.47% Worst Quarter 3rd Q ’11 -13.93%

* The total return for the Fund’s Class A shares for the six-month period from January 1, 2013 to June 30, 2013 was +11.88%.

The table below shows how Acquiring Fund’s average annual total returns compare to the returns of securities market indices with investment characteristics similar to those of the Fund. Acquiring Fund’s average annual total returns include applicable sales charges. Acquiring Fund believes that the S&P 900 10-Year Dividend Growth Index is a more appropriate index than the 60% S&P 500^® Index/40% Barclays U.S. Aggregate Bond Index, in light of the composition of Acquiring Fund’s portfolio following implementation of its dividend-oriented equity strategy. Because the S&P 900 10-Year Dividend Growth Index more closely reflects the market segment in which Acquiring Fund invests, the Fund will remove the 60% S&P 500^® Index/40% Barclays U.S. Aggregate Bond Index from the performance table in the future.

The after-tax returns of Class A shares included in the table below are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to a tax benefit resulting from realized losses on a sale of Fund shares at the end of the period that is used to offset other gains. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or IRAs. After-tax returns for other share classes are not shown in the table and will vary from those shown for Class A shares.

29

Average Annual Total Returns (for the periods ended December 31, 2012)
Class	1 Year	5 Years	10 Years	Life of Class	Inception Date for Performance
Class A Shares
Before Taxes	6.53%	1.81%	6.66%	–
After Taxes on Distributions	5.78%	1.04%	5.80%	–
After Taxes on Distributions and Sale of Fund Shares	4.65%	1.19%	5.50%	–
Class B Shares	7.26%	1.98%	6.74%	–
Class C Shares	11.30%	2.36%	6.62%	–
Class F Shares	13.23%	3.27%	–	2.47%	9/28/2007
Class I Shares	13.34%	3.37%	7.67%	–
Class P Shares	12.94%	2.92%	7.21%	–
Class R2 Shares	12.80%	2.90%	–	2.10%	9/28/2007
Class R3 Shares	12.81%	2.86%	–	2.07%	9/28/2007
Index
S&P 500® Index (reflects no deduction for fees, expenses, or taxes)	16.00%	1.66%	7.10%	0.93%	9/28/2007
S&P 900 10-Year Dividend Growth Index (reflects no deduction for fees, expenses, or taxes)	12.50%	2.20%	5.98%	1.07%	9/28/2007
60% S&P 500®Index/40% Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)	11.31%	3.81%	6.62%	3.46%	9/28/2007

Disclosure of Portfolio Holdings

A description of each Fund’s policies and procedures regarding the disclosure of such Fund’s portfolio holdings is available in the Funds’ SAI. Further information is available at www.lordabbett.com.

Management and Organization of the Funds

Board of Directors. The Board oversees the management of the business and affairs of Target Fund and Acquiring Fund. The Board meets regularly to review each Fund’s portfolio investments, performance, expenses, and operations. The Board appoints officers who are responsible for the day-to-day operations of each Fund and who execute policies authorized by the Board. At least 75 percent of the Board members are independent of Lord Abbett.

Investment Adviser. The Funds’ investment adviser is Lord Abbett, which is located at 90 Hudson Street, Jersey City, NJ 07302-3973. Founded in 1929, Lord

30

Abbett manages one of the nation’s oldest mutual fund complexes, and manages approximately $135.4 billion in assets across a full range of mutual funds, institutional accounts and separately managed accounts, including approximately $1.6 billion for which Lord Abbett provides investment models to managed account sponsors, as of June 30, 2013.

Portfolio Managers. The portfolio managers who are jointly and primarily responsible for the day-to-day management of each Fund are identical and are identified below. Each Fund is managed by a team of experienced portfolio managers responsible for investment decisions together with a team of investment professionals who provide issuer, industry, sector and macroeconomic research and analysis. The Funds’ SAI contains additional information about portfolio manager compensation, other accounts managed, and ownership of Fund shares.

Portfolio Manager/Title	Member of Acquiring Fund’s Investment Management Team Since	Member of Target Fund’s Investment Management Team Since	Biography
Walter H. Prahl, Partner and Director	2012	2013	Mr. Prahl joined Lord Abbett in 1997.
Frederick J. Ruvkun, Partner and Director	2012	2013	Mr. Ruvkun joined Lord Abbett in 2006.

Management Fee. Lord Abbett is entitled to a management fee based on each Fund’s average daily net assets. The management fee is accrued daily and payable monthly.

Target Fund

Before April 1, 2013, Lord Abbett was entitled to a management fee for Target Fund as calculated at the following annual rate:

0.70% of the first $1 billion of average daily net assets;
0.65% of the next $1 billion of average daily net assets; and
0.60% of average daily net assets over $2 billion.

Effective April 1, 2013, Lord Abbett is entitled to a management fee for Target Fund as calculated at the following annual rate:

0.65% of the first $1 billion of average daily net assets;
0.60% of the next $1 billion of average daily net assets; and
0.55% of average daily net assets over $2 billion.

For the fiscal year ended November 30, 2012, the effective annual rate of the fee paid to Lord Abbett, net of any applicable waivers or reimbursements, was 0.37% for Target Fund. If Target Fund’s present contractual management fee rate had been in effect during the 2012 fiscal year, Target Fund’s effective management fee rate would have been lower.

31

Acquiring Fund

Currently, Lord Abbett is entitled to a management fee for Acquiring Fund as calculated at the following annual rate:

0.75% of the first $1 billion of average daily net assets;
0.70% of the next $1 billion of average daily net assets; and
0.65% of average daily net assets over $2 billion.

Effective October 1, 2013, Lord Abbett will be entitled to a management fee for Acquiring Fund as calculated at the following annual rate:

0.65% of the first $1 billion of average daily net assets;
0.60% of the next $1 billion of average daily net assets; and
0.55% of average daily net assets over $2 billion.

For the fiscal year ended November 30, 2012, the effective annual rate of the fee paid to Lord Abbett, net of any applicable waivers or reimbursements, was 0.66% for Acquiring Fund. The effective annual management fee rate paid to Lord Abbett for the 2012 fiscal year does not fully reflect a lower contractual expense cap that took effect for Acquiring Fund on September 27, 2012. If Acquiring Fund’s present contractual expense cap had been in effect during the entire 2012 fiscal year, Acquiring Fund’s effective management fee rate would have been lower.

Both Funds

In addition, Lord Abbett provides certain administrative services to each Fund pursuant to an Administrative Services Agreement in return for a fee at an annual rate of 0.04% of each Fund’s average daily net assets. Each Fund pays all of its expenses not expressly assumed by Lord Abbett.

Each year the Board considers whether to approve the continuation of the existing management and administrative services agreements between the Funds and Lord Abbett. A discussion regarding the basis for the Board’s approval generally is available in the Funds’ semiannual report to shareholders for the six-month period ended May 31.

The Board unanimously recommends that you vote “FOR” the
approval of the Reorganization Proposal.

MORE INFORMATION ABOUT THE REORGANIZATION

Description of the Reorganization

On or about the Closing Date, if the conditions discussed below are met, Target Fund will transfer all of its assets to Acquiring Fund in exchange for shares of Acquiring Fund having an aggregate value equal to the aggregate value of the assets, less any liabilities, of Target Fund and the assumption by Acquiring Fund of all the liabilities of Target Fund. Target Fund will distribute as of the Closing Date such shares pro rata to its shareholders of record, determined as of the close of

32

business on the Closing Date, in exchange for their shares of Target Fund. The NAV of such shares, the value of Target Fund’s assets, and the amount of Target Fund’s liabilities will be determined as of the Closing Date in accordance with Acquiring Fund’s valuation procedures, which are the same as those used by Target Fund.

Target Fund has sold and will continue to sell some of its portfolio securities before the Reorganization, reinvesting the proceeds in other securities consistent with its investment objective. The tax impact of any such sales will depend on the difference between the price at which Target Fund sells portfolio securities and Target Fund’s basis in those securities. Because the prices of many of Target Fund’s portfolio securities have appreciated, Target Fund is expected to recognize significant capital gains on such sales, which will result in a pre-Reorganization taxable distribution to Target Fund shareholders that will exceed the amount of taxable distributions they would have received absent the repositioning of Target Fund’s portfolio. In addition, before the Reorganization, Target Fund expects to pay a final dividend that will have the effect of distributing all of its undistributed investment company income and net realized capital gains to its shareholders, including any such gains resulting from the sale of portfolio securities discussed above.

Each Fund’s obligation to complete the Reorganization is subject to the satisfaction of certain conditions, including: (1) approval of a “majority of the outstanding voting securities,” as defined under the 1940 Act, of Target Fund; and (2) receipt of a favorable opinion of legal counsel as to the federal income tax consequences of the Reorganization as described below under “Material Federal Income Tax Consequences of the Reorganization.” A majority of the outstanding voting securities for these purposes means the lesser of: (1) two-thirds or more of the voting shares of Target Fund represented at a meeting at which more than half of the outstanding voting shares of the Fund are present in person or represented by proxy; or (2) more than half of the outstanding voting shares of Target Fund.

This summary of the Reorganization is not comprehensive and is subject in all respects to the provisions of, and is qualified in its entirety by reference to, the Plan, a copy of which is attached as Appendix A.

Material Federal Income Tax Consequences of the Reorganization

The following is a summary of the anticipated material federal income tax consequences of the Reorganization. The discussion is based upon the Code, Treasury regulations, court decisions, published positions of the IRS, and other applicable authorities, all as in effect on the date of this Combined Prospectus/ Proxy Statement and all of which are subject to change and to differing interpretations (possibly with retroactive effect). This summary is limited to U.S. persons who hold shares of Target Fund as capital assets for federal income tax purposes (generally, assets held for investment). This summary does not address all of the federal income tax consequences that may be relevant to a particular person

33

or to persons who may be subject to special treatment under federal income tax laws. You should consult your tax advisor as to the federal income tax consequences to you of the Reorganization, as well as the effects of state, local, and foreign tax laws.

The Reorganization is intended to qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. If the Reorganization does so qualify:

• No gain or loss will be recognized by Target Fund upon (1) the transfer of all of its assets to Acquiring Fund as described in this Combined Prospectus/Proxy Statement or (2) the distribution by Target Fund of Acquiring Fund shares to Target Fund’s shareholders;

• No gain or loss will be recognized by Acquiring Fund upon the receipt of Target Fund’s assets solely in exchange for the issuance of Acquiring Fund shares to Target Fund and the assumption of Target Fund’s liabilities by Acquiring Fund;

• The basis of the assets of Target Fund acquired by Acquiring Fund will be the same as the basis of those assets in the hands of Target Fund immediately before the transfer;

• The tax holding period of the assets of Target Fund in the hands of Acquiring Fund will include Target Fund’s tax holding period for those assets;

• Shareholders will not recognize any gain or loss upon the exchange of shares of Target Fund solely for Acquiring Fund shares as part of the Reorganization;

• The basis of Acquiring Fund shares received by shareholders in the Reorganization will be the same as the basis of their shares of Target Fund surrendered in the exchange; and

• The tax holding period of Acquiring Fund shares that shareholders receive will include the tax holding period of Target Fund shares surrendered in the exchange, provided that shareholders held Target Fund shares as capital assets on the date of the exchange.

As a non-waivable condition to the closing of the Reorganization, the Funds must receive a tax opinion from Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Funds, substantially to the effect that the Reorganization will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel will rely upon, among other things, reasonable assumptions as well as representations of Acquiring Fund and Target Fund. No tax ruling has been requested from the IRS in connection with the Reorganization. The tax opinion is not binding on the IRS or a court, and does not preclude the IRS from asserting or adopting a contrary position.

34

Target Fund’s portfolio management team has sold and will continue to sell a portion of Target Fund’s portfolio securities before the Reorganization. It is anticipated that Target Fund’s pre-Reorganization sales of portfolio securities will generate significant capital gains. Any capital gains recognized in these sales on a net basis will be distributed to Target Fund’s shareholders as capital gain dividends before the Reorganization and such distributions will be taxable to Target Fund shareholders. As of August 31, 2013, Target Fund does not expect to have any remaining capital loss carryover to offset such gains.

Shareholders should note that, if necessary, in accordance with Target Fund’s policy of distributing its investment company taxable income and net capital gains for each taxable year in order to qualify for favorable tax treatment as a regulated investment company and avoid federal income and excise tax at the fund level, Target Fund will declare and pay a distribution of any such previously undistributed income and gains to its shareholders immediately before the Reorganization. Such distribution will be taxable to Target Fund shareholders.

As a result of current appreciation in Acquiring Fund’s assets, it is expected that for a period of years after the Reorganization, the Combined Fund’s sale of appreciated portfolio securities likely will result in greater taxable capital gain distributions to a former Target Fund shareholder than such shareholders might otherwise have received absent the Reorganization.

Shareholders of Target Fund may redeem their Target Fund shares at any time before the closing of the Reorganization. Generally, these are taxable transactions. Shareholders should consult with their own tax advisors regarding the tax implications of potential transactions.

Expenses of the Reorganization

Lord Abbett will bear the direct costs of the Reorganization. Such costs include the cost of hiring a proxy solicitation firm to request and record shareholders’ votes, the cost of preparing, filing, printing, and mailing this Combined Prospectus/Proxy Statement, and related accounting and legal fees. However, each Fund will bear any portfolio transaction costs or any other indirect costs it incurs related to the Reorganization. Therefore, Target Fund will pay transaction costs associated with selling some of its holdings in connection with the Reorganization and the Combined Fund will pay transaction costs associated with selling some of the holdings it acquires in the Reorganization, if any. These transactions may result in increased capital gain distributions.

INFORMATION ABOUT PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP, including the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte”), which currently serves as Target Fund’s independent registered public accounting firm, has been selected by Target Fund’s Audit Committee and ratified by the Board of Trustees, including a

35

majority of the non-Interested Trustees, as Target Fund’s independent registered public accounting firm for the fiscal year ending November 30, 2013. Such selection is submitted to Target Fund shareholders for ratification.

Audit Fees

The aggregate fees billed to Target Fund for the fiscal years ended November 30, 2012 and November 30, 2011 by Deloitte were as follows:

Fiscal Year Ended:	Audit Fees(1)			Audit-Related Fees			Tax Fees(2)			All Other Fees
November 30, 2012		$	39,500		$	0		$	7,185		$	0
November 30, 2011		$	39,000		$	0		$	7,005		$	0

(1)	Consists of fees for audits of Target Fund’s annual financial statements.
(2)	Consists of fees for tax compliance, tax advice, and tax reporting. Fees for the fiscal years ended November 30, 2012 and November 30, 2011 consisted of fees for preparing the U.S. Income Tax Return for Regulated Investment Companies, New Jersey Corporation Business Tax Return, and U.S. Return of Excise Tax on Undistributed Income of Investment Companies.

The Audit Committee has approved all (100%) of the services listed in the table above.

The aggregate non-audit fees billed by Deloitte for services rendered to Target Fund are shown above in the column titled “All Other Fees.” The aggregate non-audit fees billed by Deloitte for services rendered to Lord Abbett for the fiscal years ended November 30, 2012 and November 30, 2011 were:

Fiscal Year Ended:	Non-Audit Fees(1)
November 30, 2012	$178,975
November 30, 2011	$172,220

⁽¹⁾ Consists of fees for Independent Services Auditors’ Report on Controls Placed in Operation and Tests of Operating Effectiveness related to Lord Abbett’s Asset Management Services.

Deloitte did not bill any non-audit fees for services rendered to entities controlling, controlled by, or under common control with Lord Abbett for the fiscal years ended November 30, 2012 and November 30, 2011.

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

A representative from Deloitte is expected to be present in person or by telephonic conference call at the Meeting and will have the opportunity to make a statement and to respond to appropriate questions.

36

Audit Committee Pre-Approval Policies and Procedures

Target Fund’s Audit Committee has adopted pre-approval policies and procedures. Such policies and procedures generally provide that the Audit Committee must pre-approve:

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

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

The Audit Committee has delegated pre-approval authority to its Chairman, subject to a per-event fee limit of $10,000 and an overall annual limit of $25,000. The Chairman will report any pre-approval decisions to the Audit Committee at its next scheduled meeting. Unless a type of service to be provided by the independent auditor has received general pre-approval, it must be pre-approved by the Audit Committee. Any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee.

The Audit Committee, together with the Board, unanimously recommends
that you vote “FOR” the approval of Proposal 2.

ADDITIONAL INFORMATION

Solicitation Method

This Combined Prospectus/Proxy Statement is being furnished to Target Fund shareholders in connection with the solicitation of proxies on behalf of the Board for the Meeting. It is expected that the solicitation of proxies will be primarily by mail. Additional solicitations may be made by telephone, email, or personal contact by officers or employees of Lord Abbett and its affiliates. Broadridge Financial Solutions, Inc., a proxy solicitation firm, has been retained to contact shareholders to obtain their votes for the Meeting. Target Fund also may request brokerage houses, custodians, nominees, and fiduciaries who are shareholders of record to forward proxy material to the beneficial owners of Target Fund’s shares.

Authorizations for another person to execute proxies may be obtained by telephonic or electronically transmitted instructions in accordance with procedures designed to authenticate the shareholder’s identity. In all cases where a telephonic proxy is solicited, the shareholder will be asked to verify his or her identity, and to confirm that the shareholder has received the Combined Prospectus/Proxy Statement and proxy card in the mail. Except for votes cast by automated telephonic voting, within 72 hours of receiving a shareholder’s telephonic voting

37

instructions, a confirmation will be sent to the shareholder to ensure that the vote has been taken in accordance with the shareholder’s instructions and to provide a telephone number to call immediately if the shareholder’s instructions are not correctly reflected in the confirmation. In the case of voting instructions electronically transmitted by the Internet, a confirmation will be sent only if specifically requested by the shareholder.

Shareholders requiring further information as to telephonic or electronically transmitted voting instructions or the proxy generally should call 888-991-1294.

Voting Information

Only shareholders of Target Fund as of the Record Date may vote on the proposals. The presence in person or by proxy of the holders of one-third of the outstanding shares of Target Fund entitled to vote is required to constitute a quorum of the Meeting.

Approval of Proposal 1 (the Reorganization) will require the affirmative vote of a “majority of the outstanding voting securities” of Target Fund, as defined in the 1940 Act. The 1940 Act defines such vote as the lesser of (1) two-thirds or more of the total number of shares of all classes of Target Fund present or represented by proxy at the Meeting if the holders of more than half of the outstanding shares of the Fund are present or represented by proxy at the Meeting; or (2) more than half of the total number of the outstanding shares of all classes of Target Fund. The Reorganization will be approved only if a sufficient number of votes are cast “FOR” Proposal 1.

Approval of Proposal 2 (the ratification of the selection of Deloitte as Target Fund’s independent registered public accounting firm for the fiscal year ending November 30, 2013) will require the affirmative vote of a majority of the votes cast. With regard to any other business matters that may properly come before the Meeting, the persons named in the enclosed proxy card intend to vote in accordance with their discretion.

Shareholders are entitled to one vote for each full share, and a proportionate vote for each fractional share, of Target Fund held as of the Record Date. Under Maryland Law, shares owned by two or more persons (whether as joint tenants, co-fiduciaries, or otherwise) will be voted as follows, unless a written instrument or court order providing to the contrary has been filed with the Secretary of Research Fund: (1) if only one votes, that vote binds all; (2) if more than one votes, the vote of the majority binds all; and (3) if more than one votes and the vote is evenly divided, each faction may vote the shares in question proportionally or any person voting the shares or any beneficiary may apply to a court of competent jurisdiction to appoint an additional person to act with the persons voting the shares and the shares will then be voted as determined by a majority of those persons and the person appointed by the court.

38

For purposes of determining the presence of a quorum and for determining whether sufficient votes have been received for approval of a proposal, abstentions and broker “non-votes” (that is, proxies from brokers or nominees indicating that they have not received voting instructions from the beneficial owner on a particular proposal for which the brokers or nominees do not have discretion to vote) will be treated as shares that are present at the Meeting but which have not been voted. For this reason, abstentions and broker non-votes will assist Target Fund in obtaining a quorum, but both have the practical effect of a “no” vote for purposes of obtaining the requisite vote for approval of each proposal.

If the enclosed proxy card is properly executed and returned in time to be voted at the Meeting, or if the shareholder votes via the Internet or by telephone before the Meeting, the named proxies will vote the shares represented by the proxy in accordance with the shareholder’s instructions. Unless revoked in the manner described below, all valid proxies will be voted in accordance with the specifications on them.

Adjournment of the Meeting

If Target Fund does not receive sufficient votes to hold the Meeting, the Meeting may be adjourned to permit further solicitation of proxies. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, and the nature of any further solicitation and any information to be provided to shareholders for such solicitation. Any such adjournment will require the affirmative vote of a majority of the shares present in person or by proxy (whether or not sufficient to constitute a quorum) and entitled to vote at the Meeting. The persons named as proxies will vote on an adjournment after considering the best interests of all Target Fund shareholders.

Revocation of Proxies

Any shareholder giving a proxy may revoke it at any time before it is exercised by submitting to Target Fund a written notice of revocation or subsequently executed proxy, or by attending the Meeting and voting in person.

Voting Shares

The table below sets forth the number of shares of Target Fund issued and outstanding at the close of business on the Record Date.

39

Class	Number of Shares Outstanding
Class A		14,531,019.76
Class B		565,919.55
Class C		2,123,041.26
Class F		714,234.06
Class I		793,234.59
Class P		30,743.20
Class R2		52,324.91
Class R3		462,191.49

Principal Shareholders of Target Fund and Acquiring Fund

As of the Record Date, to the best of our knowledge, the following record holders held 25% or more of each Fund’s outstanding shares:

Edward Jones & Co.
201 Progress Parkway
Maryland Heights, MO 63043-3009 Target Fund
Acquiring Fund 42.75
65.86 %
%

Target Fund. As of the Record Date, Target Fund’s officers and directors, as a group, owned approximately 1.23% of Target Fund’s Class I shares.

To the knowledge of the Board, as of the Record Date, other than as set forth below, no shareholder or group (as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) owns beneficially or of record more than 5% of the outstanding shares of Target Fund:

Name and Address	Class	Percent of Class of Target Fund			Estimated Percent of Combined Fund Post Merger
Edward Jones & Co.	Class A		54.77	%		58.31	%
for the Benefit of Customers	Class B		27.93	%		43.55	%
12555 Manchester Rd	Class C		5.76	%		8.75	%
Saint Louis, MO 63131-3729
MLPF&S	Class B		10.43	%		1.80	%
for the Sole Benefit of its Customers	Class C		25.98	%		15.57	%
4800 Deer Lake Drive E. Fl. 3	Class F		29.22	%		17.66	%
Jacksonville, FL 32246-6484	Class R2		30.08	%		24.39	%
	Class I		25.48	%		20.28	%
Wells Fargo Advisors LLC	Class B		5.72	%		0.99	%
Special Custody Account	Class C		6.65	%		7.45	%
2801 Market Street	Class F		30.92	%		15.35	%
Saint Louis, MO 63103-2523
Morgan Stanley Smith Barney	Class B		5.38	%		0.93	%
Harborside Financial Center	Class C		13.37	%		9.67	%
Plaza II, 3rd Floor	Class F		15.03	%		16.54	%
Jersey City, NJ 07311

40

Name and Address	Class	Percent of Class of Target Fund			Estimated Percent of Combined Fund Post Merger
UBS Financial Services Inc.	Class C		6.91	%		1.12	%
499 Washington Boulevard, 9th Floor
Jersey City, NJ 07310-2055
Raymond James	Class C		5.47	%		4.91	%
Omnibus for Mutual Funds House Account	Class F		8.23	%		5.97	%
880 Carillon Parkway
St. Petersburg, FL 33716-1100
Hartford Life Separate Account 401(k) Plan	Class P		51.81	%		56.70	%
P.O. Box 2999	Class R3		39.57	%		17.81	%
Hartford, CT 06104-2999
MG Trust Co.	Class P		17.66	%		4.12	%
FBO Verhoff Machine & Welding
700 17th Street, Suite 300
Denver, CO 80202-3531
Reliance Trust Co.	Class P		7.42	%		1.34	%
First Med Queens
PO Box 48529
Atlanta, GA 30362-1529
Capital Bank and Trust	Class P		6.27	%		1.14	%
United Drilling Inc. 401(k) Plan
8515 E. Orchard Road #2T2
Greenwood Village, CO 80111-5002
ING National Trust	Class P		6.22	%		1.13	%
P.O. Box 990065
Hartford, CT 06199-0065
MG Trust Co.	Class P		5.10	%		4.12	%
FBO North Laurel Animal Hospital
700 17th Street, Suite 300
Denver, CO 80202-3531
PAI Trust Company, Inc.	Class R2		45.99	%		15.41	%
Don Ayres Pontiac, Inc. 401(k) Plan
1300 Enterprise Drive
De Pere, WI 54115-4934
NFS LLC	Class R2		11.56	%		3.87	%
1150 S Olive Street, Suite 2700
Los Angeles, CA 90015-2211
MG Trust Co.	Class R2		6.66	%		2.23	%
FBO Buckeye Tools and Supply Co.
700 17th Street, Suite 300
Denver, CO 80202-3531

41

Name and Address	Class	Percent of Class of Target Fund			Estimated Percent of Combined Fund Post Merger
MG Trust Co.	Class R3		8.00	%		2.47	%
FBO Euclid Fish Company
717 17th Street, Suite 1300
Denver, CO 80202-3304
Mercer Trust Co.	Class I		28.12	%		8.91	%
1 Investors Way MSC N-1-G
Norwood, MA 02062-1599
Wells Fargo Bank	Class I		24.04	%		7.62	%
1525 West WT Harris Blvd
Charlotte, NC 28288-1076
New York Life Trust Company	Class I		19.15	%		6.07	%
169 Lackawanna Ave Fl 2
Parsippany, NJ 07054-1007

Acquiring Fund. As of the Record Date, Acquiring Fund’s officers and directors, as a group, owned approximately 6.77% of Acquiring Fund’s Class I shares.

To the knowledge of the Board, as of the Record Date, other than as set forth below, no shareholder or group (as that term is used in Section 13(d) of the 1934 Act) owns beneficially or of record more than 5% of the outstanding shares of Acquiring Fund:

Name and Address	Class	Percent of Class of Acquiring Fund			Estimated Percent of Combined Fund Post Merger
Edward Jones & Co.	Class A		76.07	%		58.31	%
for the Benefit of Customers	Class B		65.34	%		43.55	%
12555 Manchester Rd	Class C		12.67	%		8.75	%
Saint Louis, MO 63131-3729
MLPF&S	Class C		18.40	%		15.57	%
for the Sole Benefit of its Customers	Class F		20.42	%		17.66	%
4800 Deer Lake Drive E. Fl. 3	Class R2		79.73	%		24.39	%
Jacksonville, FL 32246-6484	Class I		54.33	%		20.28	%
Morgan Stanley Smith Barney	Class C		12.15	%		9.67	%
Harborside Financial Center	Class F		21.54	%		16.54	%
Plaza II, 3rd Floor
Jersey City, NJ 07311
Wells Fargo Advisors LLC	Class C		10.32	%		8.57	%
Special Custody Account	Class F		16.67	%		15.35	%
2801 Market Street
Saint Louis, MO 63103-2523
Pershing LLC	Class C		9.66	%		5.96	%
1 Pershing Plz	Class F		9.70	%		6.55	%
Jersey City, NJ 07399-0002

42

Name and Address	Class	Percent of Class of Acquiring Fund			Estimated Percent of Combined Fund Post Merger
Raymond James	Class C		6.53	%		4.91	%
Omnibus for Mutual Funds House Account	Class F		7.22	%		5.97	%
880 Carillon Parkway
St. Petersburg, FL 33716-1100
Hartford Life Separate Account 401(k) Plan	Class P		85.48	%		56.70	%
P.O. Box 2999	Class R3		22.58	%		17.81	%
Hartford, CT 06104-2999
MG Trust Co.	Class P		7.96	%		4.41	%
FBO R.A. Wold & Sons, Inc.
717 17th Street, Suite 1300
Denver, CO 80202-3304
LPL Financial	Class F		15.11	%		10.20	%
9785 Towne Centre Dr
San Diego, CA 92121-1968
Mid Atlantic Trust Co.	Class R2		12.18	%		2.19	%
FBO Columbus Podiatry & Surgery
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222-4228
Woodmere Medical Associates	Class R3		5.62	%		1.39	%
8515 E Orchard Rd #2T2
Greenwood Village, CO 80111-5002
The Dow Foundation	Class I		31.07	%		6.98	%
2719 Main Street
Trenton, NJ 08648-1014
DCGT Trustee and/or Custodian	Class I		12.57	%		2.82	%
711 High Street
Des Moines, IA 50392-0001

Shareholder Rights

The rights of shareholders of Target Fund will not change as a result of the Reorganization because Target Fund and Acquiring Fund both are series of Research Fund, and therefore are governed by the same Board under the same charter and by-laws, and are subject to the same legal and regulatory standards.

Target Fund shareholders have the right to redeem their shares at NAV (minus any applicable sales charges) at any time until the Closing Date. Thereafter, shareholders may redeem shares of Acquiring Fund acquired by them in the Reorganization at the NAV of such shares (minus any applicable sales charges).

Acquiring Fund and Target Fund are subject to the information requirements of the 1940 Act, and accordingly file reports, proxy statements, and other information with the SEC. Such reports, proxy statements, and other information filed by the Funds can be inspected and copied at prescribed rates at the public reference facilities of the SEC at 100 F Street, NE, Washington, DC. Copies of such material

43

also can be obtained from the SEC’s website at www.sec.gov or by mail from the Public Reference Branch, Office of Consumer Affairs and Information Services, SEC, Washington, DC 20549, at prescribed rates.

FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
ABOUT THE FUNDS

Additional information about the Funds (including their respective financial statements) is available in Target Fund’s prospectus, the Funds’ SAI, each Fund’s semi-annual and annual reports, and in the section of this Combined Prospectus/Proxy Statement titled “Information from Acquiring Fund’s April 1, 2013 Prospectus.”

44

FINANCIAL HIGHLIGHTS

These tables describe Acquiring Fund’s performance for the fiscal periods indicated. “Total Return” shows how much your investment in Acquiring Fund would have increased or decreased during each period without considering the effects of sales loads and assuming you had reinvested all dividends and distributions. These Financial Highlights, excluding the six months ended May 31, 2013, have been audited by Deloitte & Touche LLP, Acquiring Fund’s independent registered public accounting firm, in conjunction with their annual audit of the Fund’s financial statements. Financial statements and the report of the independent registered public accounting firm thereon appear in the 2012 annual report to shareholders and are incorporated by reference in Acquiring Fund’s SAI, which is available upon request. Unaudited financial statements for the six months ended May 31, 2013 appear in the 2013 semiannual report to shareholders and are incorporated by reference in Acquiring Fund’s SAI. Certain information reflects financial results for a single Acquiring Fund share.

45

Financial Highlights

	Class A Shares
	Six Months Ended 5/31/2013 (unaudited)				Year Ended 11/30
					2012				2011				2010				2009				2008
Per Share Operating Performance
Net asset value, beginning of period		$	12.66			$	11.43			$	11.26			$	10.35			$	8.66			$	13.49
Investment operations:
Net investment income(a)			.12				.29				.29				.28				.34				.41
Net realized and unrealized gain (loss)			1.53				1.27				.17				.93				1.72				(4.26	)
Total from investment operations			1.65				1.56				.46				1.21				2.06				(3.85	)
Distributions to shareholders from:
Net investment income			(.22	)			(.33	)			(.29	)			(.30	)			(.37	)			(.44	)
Net realized gain			–				–				–				–				–				(.54	)
Total distributions			(.22	)			(.33	)			(.29	)			(.30	)			(.37	)			(.98	)
Net asset value, end of period		$	14.09			$	12.66			$	11.43			$	11.26			$	10.35			$	8.66
Total Return(b)			13.21	%(c)			13.77	%			4.03	%			11.90	%			24.58	%			(30.43	)%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived			.42	%(c)			1.23	%			1.30	%			1.31	%			1.37	%			1.32	%
Expenses, including expense reductions and management fee waived			.42	%(c)			1.23	%			1.30	%			1.31	%			1.37	%			1.32	%
Expenses, excluding expense reductions and management fee waived			.60	%(c)			1.31	%			1.30	%			1.31	%			1.37	%			1.32	%
Net investment income			.92	%(c)			2.33	%			2.45	%			2.64	%			3.66	%			3.61	%
Supplemental Data:
Net assets, end of period (000)		$	982,635			$	848,026			$	898,508			$	933,371			$	974,791			$	852,774
Portfolio turnover rate			32.11	%(c)			102.89	%			22.87	%			29.52	%			52.24	%			54.70	%

(a)	Calculated using average shares outstanding during the period.
(b)	Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(c)	Not annualized.

46

Financial Highlights (continued)

	Class B Shares
	Six Months Ended 5/31/2013 (unaudited)				Year Ended 11/30
					2012				2011				2010				2009				2008
Per Share Operating Performance
Net asset value, beginning of period		$	12.55			$	11.33			$	11.16			$	10.26			$	8.59			$	13.38
Investment operations:
Net investment income(a)			.07				.20				.21				.21				.27				.33
Net realized and unrealized gain (loss)			1.52				1.26				.17				.92				1.71				(4.21	)
Total from investment operations			1.59				1.46				.38				1.13				1.98				(3.88	)
Distributions to shareholders from:
Net investment income			(.17	)			(.24	)			(.21	)			(.23	)			(.31	)			(.37	)
Net realized gain			–				–				–				–				–				(.54	)
Total distributions			(.17	)			(.24	)			(.21	)			(.23	)			(.31	)			(.91	)
Net asset value, end of period		$	13.97			$	12.55			$	11.33			$	11.16			$	10.26			$	8.59
Total Return(b)			12.78	%(c)			13.04	%			3.36	%			11.17	%			23.75	%			(30.86	)%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived			.80	%(c)			1.90	%			1.95	%			1.96	%			2.02	%			1.97	%
Expenses, including expense reductions and management fee waived			.80	%(c)			1.90	%			1.95	%			1.96	%			2.02	%			1.97	%
Expenses, excluding expense reductions and management fee waived			.98	%(c)			1.98	%			1.95	%			1.96	%			2.02	%			1.97	%
Net investment income			.55	%(c)			1.67	%			1.78	%			1.99	%			3.00	%			2.96	%
Supplemental Data:
Net assets, end of period (000)		$	28,183			$	31,891			$	39,643			$	48,714			$	53,941			$	44,682
Portfolio turnover rate			32.11	%(c)			102.89	%			22.87	%			29.52	%			52.24	%			54.70	%

(a)	Calculated using average shares outstanding during the period.
(b)	Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(c)	Not annualized.

47

Financial Highlights (continued)

	Class C Shares
	Six Months Ended 5/31/2013 (unaudited)				Year Ended 11/30
					2012				2011				2010				2009				2008
Per Share Operating Performance
Net asset value, beginning of period		$	12.57			$	11.35			$	11.18			$	10.28			$	8.60			$	13.40
Investment operations:
Net investment income(a)			.07				.20				.21				.21				.28				.33
Net realized and unrealized gain (loss)			1.52				1.27				.17				.92				1.71				(4.23	)
Total from investment operations			1.59				1.47				.38				1.13				1.99				(3.90	)
Distributions to shareholders from:
Net investment income			(.18	)			(.25	)			(.21	)			(.23	)			(.31	)			(.36	)
Net realized gain			–				–				–				–				–				(.54	)
Total distributions			(.18	)			(.25	)			(.21	)			(.23	)			(.31	)			(.90	)
Net asset value, end of period		$	13.98			$	12.57			$	11.35			$	11.18			$	10.28			$	8.60
Total Return(b)			12.76	%(c)			13.06	%			3.39	%			11.15	%			23.82	%			(30.90	)%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived			.79	%(c)			1.88	%			1.94	%			1.96	%			2.02	%			1.97	%
Expenses, including expense reductions and management fee waived			.79	%(c)			1.88	%			1.94	%			1.96	%			2.02	%			1.97	%
Expenses, excluding expense reductions and management fee waived			.97	%(c)			1.98	%			1.95	%			1.96	%			2.02	%			1.97	%
Net investment income			.55	%(c)			1.67	%			1.82	%			1.99	%			3.02	%			2.95	%
Supplemental Data:
Net assets, end of period (000)		$	96,103			$	61,096			$	57,695			$	56,383			$	59,267			$	54,081
Portfolio turnover rate			32.11	%(c)			102.89	%			22.87	%			29.52	%			52.24	%			54.70	%

(a)	Calculated using average shares outstanding during the period.
(b)	Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(c)	Not annualized.

48

Financial Highlights (continued)

	Class F Shares
	Six Months Ended 5/31/2013 (unaudited)				Year Ended 11/30
					2012				2011				2010				2009				2008
Per Share Operating Performance
Net asset value, beginning of period		$	12.65			$	11.43			$	11.25			$	10.34			$	8.65			$	13.49
Investment operations:
Net investment income(a)			.14				.31				.32				.31				.34				.43
Net realized and unrealized gain (loss)			1.52				1.27				.18				.93				1.75				(4.25	)
Total from investment operations			1.66				1.58				.50				1.24				2.09				(3.82	)
Distributions to shareholders from:
Net investment income			(.23	)			(.36	)			(.32	)			(.33	)			(.40	)			(.48	)
Net realized gain			–				–				–				–				–				(.54	)
Total distributions			(.23	)			(.36	)			(.32	)			(.33	)			(.40	)			(1.02	)
Net asset value, end of period		$	14.08			$	12.65			$	11.43			$	11.25			$	10.34			$	8.65
Total Return(b)			13.31	%(c)			13.97	%			4.39	%			12.09	%			25.05	%			(30.31	)%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived			.35	%(c)			.98	%			1.05	%			1.06	%			1.11	%			1.10	%
Expenses, including expense reductions and management fee waived			.35	%(c)			.98	%			1.05	%			1.06	%			1.11	%			1.10	%
Expenses, excluding expense reductions and management fee waived			.52	%(c)			1.08	%			1.06	%			1.06	%			1.11	%			1.10	%
Net investment income			1.00	%(c)			2.57	%			2.70	%			2.91	%			3.66	%			4.21	%
Supplemental Data:
Net assets, end of period (000)		$	46,841			$	14,857			$	8,251			$	7,395			$	4,238			$	1,194
Portfolio turnover rate			32.11	%(c)			102.89	%			22.87	%			29.52	%			52.24	%			54.70	%

(a)	Calculated using average shares outstanding during the period.
(b)	Total return assumes the reinvestment of all distributions.
(c)	Not annualized.

49

Financial Highlights (continued)

	Class I Shares
	Six Months Ended 5/31/2013 (unaudited)				Year Ended 11/30
					2012				2011				2010				2009				2008
Per Share Operating Performance
Net asset value, beginning of period		$	12.73			$	11.50			$	11.33			$	10.41			$	8.70			$	13.56
Investment operations:
Net investment income(a)			.14				.30				.32				.32				.36				.45
Net realized and unrealized gain (loss)			1.54				1.30				.18				.94				1.75				(4.28	)
Total from investment operations			1.68				1.60				.50				1.26				2.11				(3.83	)
Distributions to shareholders from:
Net investment income			(.24	)			(.37	)			(.33	)			(.34	)			(.40	)			(.49	)
Net realized gain			–				–				–				–				–				(.54	)
Total distributions			(.24	)			(.37	)			(.33	)			(.34	)			(.40	)			(1.03	)
Net asset value, end of period		$	14.17			$	12.73			$	11.50			$	11.33			$	10.41			$	8.70
Total Return(b)			13.35	%(c)			14.08	%			4.37	%			12.33	%			25.13	%			(30.24	)%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived			.30	%(c)			.97	%			.95	%			.96	%			1.01	%			.97	%
Expenses, including expense reductions and management fee waived			.30	%(c)			.97	%			.95	%			.96	%			1.01	%			.97	%
Expenses, excluding expense reductions and management fee waived			.48	%(c)			.98	%			.95	%			.96	%			1.01	%			.97	%
Net investment income			1.03	%(c)			2.54	%			2.72	%			2.98	%			3.91	%			3.97	%
Supplemental Data:
Net assets, end of period (000)		$	7,705			$	3,497			$	100,317			$	337,978			$	309,336			$	197,714
Portfolio turnover rate			32.11	%(c)			102.89	%			22.87	%			29.52	%			52.24	%			54.70	%

(a)	Calculated using average shares outstanding during the period.
(b)	Total return assumes the reinvestment of all distributions.
(c)	Not annualized.

50

Financial Highlights (continued)

	Class P Shares
	Six Months Ended 5/31/2013 (unaudited)				Year Ended 11/30
					2012				2011				2010				2009				2008
Per Share Operating Performance
Net asset value, beginning of period		$	12.70			$	11.46			$	11.29			$	10.38			$	8.68			$	13.52
Investment operations:
Net investment income(a)			.11				.27				.28				.27				.33				.40
Net realized and unrealized gain (loss)			1.52				1.28				.16				.93				1.73				(4.27	)
Total from investment operations			1.63				1.55				.44				1.20				2.06				(3.87	)
Distributions to shareholders from:
Net investment income			(.20	)			(.31	)			(.27	)			(.29	)			(.36	)			(.43	)
Net realized gain			–				–				–				–				–