UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-07538

LORD ABBETT SECURITIES TRUST

(Exact name of Registrant as specified in charter)

90 Hudson Street, Jersey City, NJ 07302

(Address of principal executive offices) (Zip code)

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

90 Hudson Street, Jersey City, NJ 07302

(Name and address of agent for service)

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

Date of fiscal year end: 10/31

Date of reporting period: 10/31/2010

Item 1: Report(s) to Shareholders.

2010

LORD ABBETT

ANNUAL

REPORT    

Lord Abbett

Alpha Strategy Fund

Fundamental Equity Fund

International Core Equity Fund

International Dividend Income Fund

International Opportunities Fund

Large Cap Value Fund

Value Opportunities Fund

For the fiscal year ended October 31, 2010

Lord Abbett Securities Trust

Annual Report

For the fiscal year ended October 31, 2010

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

Dear Shareholders: We are pleased to provide you with this overview of the performance of the Lord Abbett Securities Trust for the fiscal year ended October 31, 2010. On this page and the following pages, we discuss the major factors that influenced performance. For detailed and more timely information about the Funds, please visit our Website at www.lordabbett.com, where you also can access the quarterly commentaries by the Funds’ portfolio managers.

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

Best regards,

Robert S. Dow

Chairman

Alpha Strategy Fund

For the fiscal year ended October 31, 2010, the Fund returned 27.36%, reflecting performance at the net asset value (NAV) of Class A shares, with all distributions reinvested, compared to its benchmark, the combined 85% Russell 2000^® Index¹/15% S&P Developed Ex-U.S. Small Cap Index,² which returned 25.28% over the same period.

For the 12-month fiscal period, domestic equity markets (as represented by the S&P 500^® Index³) outperformed foreign equity markets (as represented by the MSCI EAFE Index with Gross Dividends⁴). Furthermore, growth stocks (as represented by the Russell 3000^® Growth Index⁵) outperformed value stocks (as represented by the Russell 3000^® Value Index⁶) while small cap stocks (as represented by the Russell 2000^® Index⁷) outperformed micro cap stocks (as represented by the Russell Microcap^® Index⁸) for the 12-month fiscal period.

All of the Lord Abbett mutual funds among which the Alpha Strategy Fund allocates its assets enjoyed positive performance for the period. The most significant contributors to the Alpha Strategy Fund’s performance were growth stocks in the Developing Growth and Micro

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Cap Growth Funds and value stocks in the Small Cap Value and Micro Cap Value Funds. In both the Developing Growth and Micro Cap Growth Funds, performance was helped by positions in the information technology, health care, and consumer discretionary sectors. The most significant contributor to the Developing Growth Fund’s performance was information technology holding Netezza Corporation, a provider of data warehouse, analytic, and monitoring appliances. In addition, the most significant contributor to the Micro Cap Growth Fund’s performance was health care holding NxStage Medical, Inc., a medical device developer and manufacturer of products for the treatment of kidney failure, fluid overload, and related blood treatments and procedures.

In the Small Cap Value Fund, performance benefited from positions in the industrials and health care sectors. The most significant contributor to the Fund’s performance was industrials holding Hexcel Corporation, a developer and manufacturer of lightweight composites for use in aerospace, space, defense, and industrial applications. In addition, the Micro Cap Value Fund’s performance was boosted by positions in the materials and consumer discretionary sectors. Further, the Fund’s underweight position versus the benchmark, the Russell Microcap^® Value Index,⁹ in the financials sector also contributed to relative performance. The most significant contributor to the Fund was information technology holding Radiant Systems, Inc., a technology provider focused on solutions for managing site operations in the hospitality and retail industries.

The most significant detractors to the Alpha Strategy Fund’s performance were the Small Cap Blend and International Opportunities Funds. In the Small Cap Blend Fund, performance was hampered by positions in the information technology, consumer discretionary, industrials, financials, and energy sectors. The most significant detractor to the Small Cap Blend Fund’s performance was consumer discretionary holding Lincoln Educational Services Corporation, a U.S.-based provider of career-oriented post-secondary education. In the International Opportunities Fund, performance was hurt by positions in the information technology and consumer discretionary sectors. The most significant detractor from the International Opportunities Fund’s performance was consumer discretionary holding Bellway plc, a United Kingdom-based homebuilder.

Fundamental Equity Fund

For the fiscal year ended October 31, 2010, the Fund returned 19.06%, reflecting performance at the net asset value (NAV) of Class A shares, with all distributions reinvested, compared to its benchmark, the Russell 3000^® Value Index⁶, which returned 16.40% over the same period.

The broad market generally advanced during the beginning of 2010, peaked in April, and then entered a period of

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dramatic uncertainty. The United States experienced downward revisions to gross domestic product (GDP), a fear of deflation, and a need for additional monetary easing. We continue to seek out investments in high-quality companies that we believe are capable of maintaining their strong competitive positions during the kinds of difficult economic environments we have experienced over the past two years.

The largest contributors to performance during this period were stock selection within the industrials and consumer discretionary sectors. Within industrials, railroad operator Kansas City Southern saw strong financial performance driven by a recovery in the U.S. economy, rapid growth in its Mexico subsidiary, and returns from successful capital investments made over the past several quarters. Shares of Eaton Corp., a maker of fluid power systems and vehicle transmissions, rose on better than expected earnings driven by its rapidly recovering end markets. Within consumer discretionary, shares of Wabco Holdings Inc., a commercial vehicle parts manufacturer, benefited from a recovery in European truck production levels, as well as higher sales and profits in emerging markets.

The Fund’s relative performance was hampered by stock selection within utilities and a lack of exposure to the telecommunication services sector, which was one of the benchmark’s strongest performing sectors during the year. Negative stock selection within the information technology sector also hampered relative performance, as shares of security software developer McAfee, Inc. fell on a drop in profits owing to a faulty antivirus update and foreign currency headwinds. Adobe Systems Inc., a software company, saw its shares stumble after reporting weakening sales and a disappointing outlook.

International Core Equity Fund

For the fiscal year October 31, 2010, the Fund returned 8.95%, reflecting performance at the net asset value (NAV) of Class A shares, with all distributions reinvested, compared to its benchmark, the MSCI EAFE Index with Gross Dividends,⁴ which returned 8.82% over the same period.

Global markets had a volatile run during this period with developed markets, specifically the eurozone, faring badly compared with global emerging markets. While the eurozone endeavors to resolve investors’ concerns about peripheral Europe (i.e., Greece, Spain, Portugal, and Ireland), growth is more evident in the Asian economies (excluding Japan) and in Latin America, where debt levels and government finances generally were in far better shape than in Europe. The Fund’s exposure to emerging markets both directly and indirectly (by owning global

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companies deriving revenues from emerging markets) contributed significantly to the Fund’s returns.

Overall, the Fund benefited from strong stock selection, particularly in the industrials and information technology sectors. Within the industrials sector, shares of Weichai Power Co., Ltd., a China-based automobile and component manufacturer, were propelled by a strong rally in the latter part of the fiscal year due to record-high sales, particularly in the heavy duty truck sector, where Weichai Power Co. Ltd. has strong market share, and also benefited from good cost controls. Another significant contributor was GEA Group AG, a Germany-based specialty mechanical engineer, whose shares profited from the company’s restructuring of divisions, which resulted in overall cost savings for the company. Within the information technology sector, shares of Sohu.com, Inc., an Internet company headquartered in China, but incorporated in the United States, rose as the company increased guidance for the fourth quarter 2010, driven by its gaming division.

On the negative side, stock selection in the energy and health care sectors hurt performance. Within the energy sector, shares of Transocean Ltd., a Switzerland-based provider of offshore contract drilling services for oil and gas wells, suffered due to the oil spill in the Gulf of Mexico in late April. Uncertainty regarding potential litigation hurt the company, which leased the rig that British Petroleum was using at the time of the spill. In addition, shares of Questerre Energy Corporation, a Canada-based oil and gas exploration and production company, dropped due to lower than expected oil well output and delays in the company’s oil well project in Quebec. In the health care sector, shares of Actelion Ltd., a Switzerland-based biopharmaceutical company, fell after Tracleer, the company’s idiopathic pulmonary fibrosis drug, failed to meet expected results in the Phase III trial testing. This unfavorable outcome along with delays in the company’s other drugs caused the share price to fall.

International Dividend Income Fund

For the fiscal year ended October 31, 2010, the Fund returned 9.58%, reflecting performance at the net asset value (NAV) of Class A shares, with all distributions reinvested, compared to its benchmark, the MSCI All Country World Ex-U.S. Value Index with Gross Dividends,¹⁰ which returned 10.29% over the same period.

Global markets had a volatile run during this period with developed markets, specifically the eurozone, faring badly compared with global emerging markets. While the eurozone endeavors to resolve investors’ concerns about peripheral Europe (i.e., Greece, Spain, Portugal, and Ireland), growth is more evident in the Asian economies (excluding Japan) and in Latin America, where debt levels and

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government finances generally were in far better shape than in Europe. The Fund’s exposure to emerging markets both directly and indirectly (by owning global companies deriving revenues from emerging markets) contributed significantly to the Fund’s returns.

Overall, currency exposure, most notably in the Japanese yen, detracted from relative performance. The worst performing sector on a relative basis was consumer staples, where stock selection led to some underperforming stocks. Shares of Goodman Fielder Limited, an Australia-based manufacturer and distributor of food, beverages, and food ingredients, dropped due to lower than expected profits as competition within the fresh-baking segment has increased as wheat prices rise. Additionally, shares of Unilever plc, a United Kingdom-based supplier of consumer goods, dropped slightly, but exhibited volatile performance during the fiscal year, as a result of weak consumer demand within Western Europe and a rise in pricing competition in emerging market countries such as Brazil and India.

Contributing to performance was stock selection in half of the Fund’s sectors, with the best performing sector being energy. Shares of Baytex Energy Trust, a Canada- based oil and gas trust, benefited from a healthy balance sheet and success in its heavy oil business unit in the Seal property in Alberta. In addition, shares of Turkiye Petrol Rafinerileri A.S., a Turkey-based company engaged in the production and marketing of petroleum and petrochemical products, profited from strong earnings as the company outpaced its European competitors. The Fund’s underweight position relative to the benchmark within the financials sectors also benefited performance, as this sector was one of the poorer performing sectors for both the Fund and the benchmark.

International Opportunities Fund

For the fiscal year ended October 31, 2010, the Fund returned 21.21%, reflecting performance at the net asset value (NAV) of class A shares, with all distributions reinvested, compared to its benchmark, the S&P Developed Ex-U.S. SmallCap^® Index,² which returned 17.21% over the same period.

Global markets had a volatile run during this period with developed markets, specifically the eurozone, faring badly compared with global emerging markets. While the eurozone endeavors to resolve investors’ concerns about peripheral Europe (i.e., Greece, Spain, Portugal, and Ireland), growth is more evident in the Asian economies (excluding Japan) and in Latin America, where debt levels and government finances generally were in far better shape than in Europe. The Fund’s exposure to emerging markets both directly and indirectly (by owning global companies deriving revenues from

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emerging markets) contributed significantly to the Fund’s returns.

Overall, the Fund benefited from strong stock selection, particularly in the financials and consumer staples sectors. Within the financials sector, shares of Megaworld Corporation, a Philippines-based real estate company, were boosted due to the rise in the company’s residential project launches as demand for condominiums increased during the second and third quarters of 2010. Additionally, shares of Metropolitan Bank & Trust Company, one of the leading banks in the Philippines, benefited from the improving economic environment in the Philippines. Lending and yields have lowered significantly since the general election there in May. Within the consumer staples sectors, shares of Viscofan S.A., a Spain-based manufacturer and distributor of sausage casings, rose due to greater than expected profits during the first quarter of 2010. In particular, the appreciation of the U.S. dollar versus the euro during the first part of this year benefited the company as casing sales in the United States make up a significant portion of revenues.

Detracting from relative performance was stock selection in the information technology and consumer discretionary sectors. Within the information technology sector, shares of IBIDEN Co., Ltd., a Japan-based manufacturer of printed circuit boards and plastic packages, fell due to the company’s lower than expected operating profit forecast for the fiscal year 2011. In addition, shares of Axell Corporation, a Japan-based manufacturer of semiconductors for graphics large-scale integration (LSI) products, suffered upon weak first quarter results and the company’s announcement of lowered sales and operating profit projections for 2010. Competition from recycling pachinko (gaming device) machines and parts and an overall decrease in the production of pachinko machines could cut into Axell Corporation’s profits as graphics LSIs are used in pachinko machines. Within the consumer discretionary sector, shares of Bellway plc, a United Kingdom-based homebuilder, dropped due to investors’ concerns about the U.K. housing market, as well as recent austerity measures introduced by the new government.

Large Cap Value Fund

For the fiscal year ended October 31, 2010, the Large Cap Value Fund returned 10.69%, reflecting performance at the net asset value of Class A shares, with all distributions reinvested, compared to its benchmark, Russell 1000^® Value Index¹¹, which returned 15.71% over the same period.

This annual report covers the first full fiscal year since Daniel Frascarelli assumed leadership of the Large Cap Value Fund. Part of his technique was to maintain the benchmark aware approach previously employed in managing the Fund. The composition of the portfolio during the reporting period was weighted more

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towards cyclical exposure than the index (e.g., overweight consumer discretionary, materials). During the period, the Russell 1000 Value Index saw its composition change significantly during the annual Russell reconstitution. The major effects of the rebalancing of the index included a substantial move away from energy and relatively large increases in the weights of the consumer staples and health care sectors, thereby lowering the economic cyclicality of the index. During the fiscal year, the structure of the portfolio was impacted by the index rebalancing as well as the continuous reallocation of assets via portfolio management. Several impacts of the changes due to reconstitution include: a large increase in active weight within materials, a large decrease in exposure within financials, and a moderate increase and a moderate decrease in the active weights of the energy and consumer staples sectors, respectively.

The primary sources of underperformance during the fiscal year were weak stock selection and unfavorable sub-sector exposures. Within the financials sector, unfavorable stock selection was the largest detractor from relative performance. Shares of financial institutions Morgan Stanley and Goldman Sachs declined after the Securities and Exchange Commission initiated an investigation regarding a 2007 synthetic collateralized debt obligation transaction. Investors’ concerns completely overshadowed the firms’ quarterly earnings reports, which far exceeded analysts’ expectations.

Elsewhere within the sector, shares of Bank of America declined following the release of quarterly earnings, which were below analysts’ expectations after adjusting for non-core items. The weak results were attributable to declining net interest income resulting from net income margin compression, a contracting balance sheet and lower capital markets/trading revenues. The squeezing of its net income margin and the resulting reduction in net interest income have been a consistent theme among banking institutions during the period as the Federal Reserve Board maintained a low interest rate environment. The underweight position within the strong-performing real estate investment trusts and the overweight positions within the capital markets and diversified financial services areas detracted meaningfully.

Stock selection within the information technology sector detracted relatively, as shares of Adobe Systems Inc. slid early in the first quarter before recovering somewhat near the end of the quarter. Investors became concerned when monthly revenue data were tracking below analysts’ estimates. In addition, the company issued new long-term debt that will be used in part to pay down borrowing under the credit facility used for a recent acquisition. Later in the period (i.e., within the third quarter) shares of the software provider and developer declined after the company issued a strong quarterly earnings report but lowered guidance for the upcoming quarter.

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Also, the underweight within health care affected portfolio performance negatively. The resultant modest declines can be attributed to the underweight positions within the pharmaceuticals industry, and to a lesser extent, the health care providers and services industry.

On the positive side, a beneficial overweight within the strong-performing materials sector was a key contributor to relative performance. Within the overweight chemical industry one of the strongest performers during the period was fertilizer company Potash, whose shares rose sharply after it received and rejected a takeover bid from BHP Billiton, a diversified natural resources company. Further, investors benefited from solid returns from Freeport McMoran Copper & Gold resulting from a strong third quarter earnings report. While the mining company’s better-than-consensus expectations results were aided by rising gold and copper prices, it was operational effectiveness that drove the outperformance. The company continued its strong performance into the fourth quarter when the company exceeded analysts’ expectations for sales volumes, realized prices, and copper cash costs. In addition, volumes were driven by strong demand from China.

During the second quarter heavy machinery manufacturer Caterpillar contributed relatively within the industrials sector as equipment orders and shipments both accelerated. The company stated that it was expanding its product offerings and capacity in its mining business. The company also announced an accretive acquisition of a locomotive manufacturer. In the following quarter the heavy machinery manufacturer reported earnings that were well ahead of consensus expectations, due in part to better than expected margins. The firm also raised its full-year revenue and earnings guidance. Elsewhere within the sector, Eaton Corporation, whose stock posted strong gains for the period, reported second quarter earnings well ahead of forecast estimates. The manufacturer of industrial power control systems reported solid results that were driven by higher than expected operating margins, cash flow, and revenues. The company raised its full year 2010 earning guidance as it looked towards growth in its end market demand.

The overweight position within the consumer discretionary sector was the largest contributing segment within the portfolio. The outperformance was sustained primarily by results within the hotels, restaurants and leisure industry and the automobiles industry. On a quarterly basis both the hotels, restaurants and leisure industry and the automobiles industry were relative contributors for a large percentage of the time during the reporting period. The top three performing stocks in the portfolio were integral to the outperformance by these areas, with the automobiles area being the top performing industry.

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Value Opportunities Fund

For the fiscal year ended October 31, 2010, the Fund returned 24.03%, reflecting performance at the net asset value (NAV) of Class A shares, with all distributions reinvested, compared to its benchmark, the Russell 2500^® Value Index¹², which returned 26.88% over the same period.

The Small/Mid (smid) cap market segment, as measured by the Russell 2500^® Index¹², was the strongest performing sector over the past 12 months, with the index returning 27.76%. This edged out the 27.71% return of the Russell Midcap^® Index and the 26.58% return of the Russell 2000 Index. Larger cap names lagged, with the Russell 1000 Index up only 17.67%.

Stock selection was weakest within the energy and information technology sectors for the period. Within the energy sector, Range Resources Corp., a natural gas exploration and development company, detracted from performance due in part to decreased natural gas prices, as well as increased spending and a capital expenditure increase directed to activities in the Marcellus Shale. Within the information technology sector, shares of Lender Processing Services, Inc., a software and programming company for mortgage lending companies, suffered within its Default Services segment due to delays in the foreclosure process in the United States. In addition, a high cash weighting within the portfolio detracted from performance for the year.

The Fund benefited from positive stock selection with the consumer discretionary and industrials sectors. Within the consumer discretionary sector, Interpublic Group of Cos., a global media and advertising company, experienced increased organic revenue growth during the first nine months of 2010 versus the same period of time in 2009. AnnTaylor Stores Corp., a women’s retail company, contributed to the portfolio during the time it was held, announcing better than expected sales for the fourth quarter of 2009 and the first quarter of 2010. We exited the position in May because we felt the company had reached full valuation. Within the industrials sector, Atlas Air Worldwide, an air transportation holding company, benefited from strong airfreight demand and tight supply.

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

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¹  The Russell 2000^® Index measures the performance of the 2,000 smallest companies in the Russell 3000^® Index, which represents approximately 10% of the total market capitalization of the Russell 3000^® Index.

²  The S&P Developed Ex-U.S. Small Cap Index is the small cap and developed markets component of S&P’s Broad Market Index (BMI). The Small Cap Index includes the bottom 15% of market capitalizations per country.

³  The S&P 500^® Index is widely regarded as the standard for measuring large-cap U.S. stock market performance and includes a representative sample of leading companies in leading industries.

⁴  The MSCI EAFE Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the United States and Canada. As of May 27, 2010, the MSCI EAFE Index consisted of the following 22 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.

The MSCI EAFE Index is calculated with both gross and net dividends. The MSCI EAFE Index with Gross Dividends approximates the maximum possible dividend reinvestment. The amount reinvested is the entire dividend distributed to individuals resident in the country of the company, but does not include tax credits.

⁵  The Russell 3000^® Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values.

⁶  The Russell 3000^® Value Index measures the performance of those Russell 3000^® Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000^® Value or the Russell 2000^® Value indexes.

⁷  The Russell 2000^® Index measures the performance of the 2,000 smallest companies in the Russell 3000^® Index, which represents approximately 10% of the total market capitalization of the Russell 1000^® Index.

⁸  The Russell Microcap^® Index measures performance of the micro cap segment, representing less than 3% of the U.S. equity market. The Russell Microcap Index includes the smallest 1,000 securities in the small cap Russell 2000 Index plus the next smaller 1,000 securities.

⁹  The Russell Microcap^® Value Index measures the performance of those Russell Microcap companies with lower price-to-book ratios and lower forecasted growth values.

¹⁰  The MSCI All Country World Ex-U.S. Value Index with Gross Dividends is an unmanaged index that reflects the stock markets of 23 developed and 22 emerging market country indexes, with values expressed in U.S. dollars. The index approximates the maximum possible dividend reinvestment. The amount reinvested is the entire dividend distributed to individuals resident in the country of the company, but does not include tax credits.

¹¹  The Russell 1000^® Value Index measures the performance of those Russell 1000^® companies with lower price-to-book ratios and lower forecasted growth values.

¹²  The Russell 2500^® Value Index measures the performance of those Russell 2500^® Index companies with lower price-to-book ratios and lower forecasted growth values.

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

Important Performance and Other Information

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

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

During certain periods shown, expense waivers and reimbursements were in place for Alpha Strategy Fund, International Core Equity Fund, International Dividend Income Fund and Value Opportunities Fund. Without such expense waivers and reimbursements, each of the Fund’s returns would have been lower.

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The views of the Funds’ management and the portfolio holdings described above are as of October 31, 2010; these views and portfolio holdings may have changed subsequent to this date, and they do not guarantee the future performance of the markets or the Funds. Information provided in this report should not be considered a recommendation to purchase or sell securities.

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

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

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Alpha Strategy Fund

Investment Comparison

Below is a comparison of a $10,000 investment in Class A shares with the same investment in the Russell 2000^® Index, 85% Russell 2000 Index/15% S&P Developed Ex-U.S. SmallCap Index, and the S&P Developed Ex-U.S. SmallCap Index, assuming reinvestment of all dividends and distributions. The performance of other classes will be greater than or less than the performance shown in the graph below due to different sales loads and expenses applicable to such classes. The graph and performance table below do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. During certain periods, expenses of the Fund have been waived or reimbursed by Lord Abbett; without such waivers or reimbursements of expenses, the Fund’s returns would have been lower. Past performance is no guarantee of future results.

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended October 31, 2010

	1 Year		5 Years		10 Years		Life of Class
Class A3		20.05%		6.02%		4.93%		–
Class B4		22.51%		6.44%		5.01%		–
Class C5		26.52%		6.59%		4.89%		–
Class F6		27.67%		–		–		-1.77%
Class I7		27.80%		7.67%		–		10.10%
Class R28		27.03%		–		–		-2.27%
Class R39		27.18%		–		–		-2.17%

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

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

³    Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended October 31, 2010, is calculated using the SEC-required uniform method to compute such return.

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

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

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

⁷    Class I shares commenced operations on October 19, 2004. Performance is at net asset value.

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

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

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Fundamental Equity Fund

Investment Comparison

Below is a comparison of a $10,000 investment in Class A shares with the same investment in the Russell 3000^® Value Index and the Russell 1000^® Value Index, assuming reinvestment of all dividends and distributions. The performance of other classes will be greater than or less than the performance shown in the graph below due to different sales loads and expenses applicable to such classes. The graph and performance table below do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Past performance is no guarantee of future results.

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended October 31, 2010

	1 Year		5 Years		10 Years		Life of Class
Class A3		12.21%		3.37%		4.55%		–
Class B4		14.48%		3.77%		4.64%		–
Class C5		18.32%		3.92%		4.53%		–
Class F6		19.42%		–		–		-1.21%
Class I7		19.54%		4.99%		–		9.90%
Class P8		19.05%		4.50%		–		5.27%
Class R29		18.81%		–		–		-1.69%
Class R310		18.96%		–		–		-1.61%

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

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

³    Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended October 31, 2010, is calculated using the SEC-required uniform method to compute such return.

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

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

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

⁷    Class I shares commenced operations on March 31, 2003. Performance is at net asset value.

⁸    Class P shares commenced operations on August 15, 2001. Performance is at net asset value.

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

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

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International Core Equity Fund

Investment Comparison

Below is a comparison of a $10,000 investment in Class A shares with the same investment in the Morgan Stanley Capital International Europe, Australasia, Far East Index (“MSCI EAFE^® Index”) with Gross Dividends and the MSCI EAFE^® Index with Net Dividends assuming reinvestment of all dividends and distributions. The MSCI EAFE Index with Net Dividends reflects a reduction in dividends after taking into account withholding of taxes by certain foreign countries represented in the MSCI EAFE Index. The performance of other classes will be greater than or less than the performance shown in the graph below due to different sales loads and expenses applicable to such classes. The graph and performance table below do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. During certain periods, expenses of the Fund have been waived or reimbursed by Lord Abbett; without such waivers or reimbursements of expenses, the Fund’s returns would have been lower. Past performance is no guarantee of future results.

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended October 31, 2010

	1 Year		5 Years		Life of Class
Class A3		2.72%		3.04%		5.22%
Class B4		4.23%		3.40%		5.45%
Class C5		8.21%		3.57%		5.45%
Class F6		9.25%		–		-7.22%
Class I7		9.31%		4.62%		6.50%
Class P8		8.84%		4.15%		6.03%
Class R29		8.86%		–		-7.27%
Class R310		8.89%		–		-7.56%

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

²    Performance for each unmanaged index does not reflect any fees or expenses. The performance of each index is not necessarily representative of the Fund’s performance. Performance of each index begins on December 31, 2003.

³    Class A shares commenced operations on December 15, 2003 and performance for the Class began on December 31, 2003. Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended October 31, 2010, is calculated using the SEC-required uniform method to compute such return.

⁴    Class B shares commenced operations on December 15, 2003 and performance for the Class began on December 31, 2003. Performance reflects the deduction of a CDSC of 4% for 1 year, 1% for 5 years and 0% for the Life of the Class. Class B shares automatically convert to Class A shares after approximately 8 years. (There is no initial sales charge for automatic conversions.) All returns for periods greater than 8 years reflect this conversion.

⁵    Class C shares commenced operations on December 15, 2003 and performance for the Class began on December 31, 2003. The 1% CDSC for Class C shares normally applies before the first anniversary of the purchase date. Performance is at net asset value.

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

⁷    Class I shares commenced operations on December 15, 2003 and performance for the Class began on December 31, 2003. Performance is at net asset value.

⁸    Class P shares commenced operations on December 15, 2003 and performance for the Class began on December 31, 2003. Performance is at net asset value.

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

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

14

International Dividend Income Fund

Investment Comparison

Below is a comparison of a $10,000 investment in Class A shares with the same investment in the Morgan Stanley Capital International (MSCI) All Country World Ex-U.S. Value Index with Gross Dividends and the MSCI All Country World Ex-U.S. Value Index with Net Dividends, assuming reinvestment of all dividends and distributions. The MSCI All Country World Ex-U.S. Value Index with Net Dividends reflects a reduction in dividends after taking into account withholding of taxes by certain foreign countries represented in the MSCI All Country World Ex-U.S. Value Index. The performance of other classes will be greater than or less than the performance shown in the graph below due to different sales loads and expenses applicable to such classes. The graph and performance table below do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. During certain periods, expenses of the Fund have been waived or reimbursed by Lord Abbett; without such waivers or reimbursements of expenses, the Fund’s returns would have been lower. Past performance is no guarantee of future results.

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended October 31, 2010

	1 Year		Life of Class
Class A3		3.30%		-4.09%
Class C4		8.99%		-2.26%
Class F5		9.95%		-1.41%
Class I6		10.03%		-1.30%
Class R27		9.96%		-1.36%
Class R38		9.62%		-1.50%

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

²    Performance for each unmanaged index does not reflect any fees or expenses. The performance of each index is not necessarily representative of the Fund’s performance. Performance of each index begins on June 30, 2008.

³    Class A shares commenced operations on June 23, 2008 and performance for the Class began on June 30, 2008. Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended October 31, 2010, is calculated using the SEC-required uniform method to compute such return.

⁴    Class C shares commenced operations on June 23, 2008 and performance for the Class began on June 30, 2008. The 1% CDSC for Class C shares normally applies before the first anniversary of the purchase date. Performance is at net asset value.

⁵    Class F shares commenced operations on June 23, 2008 and performance for the Class began on June 30, 2008. Performance is at net asset value.

⁶    Class I shares commenced operations on June 23, 2008 and performance for the Class began on June 30, 2008. Performance is at net asset value.

⁷    Class R2 shares commenced operations on June 23, 2008 and performance for the Class began on June 30, 2008. Performance is at net asset value.

⁸    Class R3 shares commenced operations on June 23, 2008 and performance for the Class began on June 30, 2008. Performance is at net asset value.

15

International Opportunities Fund

Investment Comparison

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

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended October 31, 2010

	1 Year		5 Years		10 Years		Life of Class
Class A3		14.27%		3.39%		0.09%		–
Class B4		16.35%		3.76%		0.15%		–
Class C5		20.34%		3.93%		0.07%		–
Class F6		21.47%		–		–		-6.88%
Class I7		21.50%		4.97%		1.02%		–
Class P7		21.05%		4.53%		0.69%		–
Class R28		20.90%		–		–		-7.34%
Class R39		21.04%		–		–		-7.16%

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

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

³    Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended October 31, 2010, is calculated using the SEC-required uniform method to compute such return.

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

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

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

⁷    Performance is at net asset value.

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

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

16

Large Cap Value Fund

Investment Comparison

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

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended October 31, 2010

	1 Year		5 Years		Life of Class
Class A3		4.27%		-1.26%		2.62%
Class B4		5.96%		-0.87%		2.76%
Class C5		10.03%		-0.69%		2.79%
Class F6		10.98%		–		-8.59%
Class I7		11.08%		0.27%		3.81%
Class P8		10.55%		-0.17%		3.35%
Class R29		–		–		-2.47%	*
Class R310		–		–		-2.67%	*

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

²    Performance for each unmanaged index does not reflect any fees or expenses. The performance of each index is not necessarily representative of the Fund’s performance. Performance for each index begins on June 30, 2003.

³    Class A shares commenced operations on June 23, 2003 and performance for the Class began on June 30, 2003. Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended October 31, 2010, is calculated using the SEC-required uniform method to compute such return.

⁴    Class B shares commenced operations on June 23, 2003 and performance for the Class began on June 30, 2003. Performance reflects the deduction of a CDSC of 4% for 1 year, 1% for 5 years and 0% for the Life of the Class. Class B shares automatically convert to Class A shares after approximately 8 years. (There is no initial sales

charge for automatic conversions.) All returns for periods greater than 8 years reflect this conversion.

⁵    Class C shares commenced operations on June 23, 2003 and performance for the Class began on June 30, 2003. The 1% CDSC for Class C shares normally applies before the first anniversary of the purchase date. Performance is at net asset value.

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

⁷    Class I shares commenced operations on June 23, 2003 and performance for the Class began on June 30, 2003. Performance is at net asset value.

⁸    Class P shares commenced operations on June 23, 2003 and performance for the Class began on June 30, 2003. Performance is at net asset value.

⁹    Class R2 shares commenced operations and performance for the Class began on March 23, 2010. Performance is at net asset value.

¹⁰   Class R3 shares commenced operations and performance for the Class began on March 23, 2010. Performance is at net asset value.

*    Because Class R2 and R3 shares have existed for less than one year, average annual returns are not provided.

17

Value Opportunities Fund

Investment Comparison

Below is a comparison of a $10,000 investment in Class A shares with the same investment in the Russell 2500^® Value Index and the Russell 2500^® Index, assuming reinvestment of all dividends and distributions. The performance of other classes will be greater than or less than the performance shown in the graph below due to different sales loads and expenses applicable to such classes. The graph and performance table below do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. During certain periods, expenses of the Fund have been waived or reimbursed by Lord Abbett; without such waivers or reimbursements of expenses, the Fund’s returns would have been lower. Past performance is no guarantee of future results.

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended October 31, 2010

	1 Year		Life of Class
Class A3		16.91%		8.33%
Class B4		19.18%		8.69%
Class C5		23.18%		8.98%
Class F6		24.25%		2.12%
Class I7		24.42%		10.06%
Class P8		23.92%		9.56%
Class R29		23.62%		1.61%
Class R310		23.73%		1.71%

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

²    Performance for each unmanaged index does not reflect any fees or expenses. The performance of each index is not necessarily representative of the Fund’s performance. Performance for each index begins on December 30, 2005.

³    Class A shares commenced operations on December 20, 2005 and performance for the Class began on December 30, 2005. Total return, which is the percentage change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended October 31, 2010, is calculated using the SEC-required uniform method to compute such return.

⁴    Class B shares commenced operations on December 20, 2005 and performance for the Class began on December 30, 2005. Performance reflects the deduction of a CDSC of 4% for 1 year and 2% for life of the Class. Class B shares automatically convert to Class A shares after approximately 8 years. (There is no initial sales charge for automatic conversions.) All returns for periods greater than 8 years reflect this conversion.

⁵    Class C shares commenced operations on December 20, 2005 and performance for the Class began on December 30, 2005. The 1% CDSC for Class C shares normally applies before the first anniversary of the purchase date. Performance is at net asset value.

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

⁷    Class I shares commenced operations on December 20, 2005 and performance for the Class began on December 30, 2005. Performance is at net asset value.

⁸    Class P shares commenced operations on December 20, 2005 and performance for the Class began on December 30, 2005. Performance is at net asset value.

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

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

18

Expense Examples

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

19

Alpha Strategy Fund

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

	Beginning Account Value		Ending Account Value		Expenses Paid During Period†
	5/1/10		10/31/10		5/1/10 - 10/31/10
Class A
Actual	$	1,000.00	$	1,040.80	$	1.80
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,023.44	$	1.79
Class B
Actual	$	1,000.00	$	1,037.50	$	5.14
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.16	$	5.09
Class C
Actual	$	1,000.00	$	1,037.20	$	5.13
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.16	$	5.09
Class F
Actual	$	1,000.00	$	1,041.80	$	0.51
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,024.70	$	0.51
Class I
Actual	$	1,000.00	$	1,042.50	$	0.00
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,025.21	$	0.00
Class R2
Actual	$	1,000.00	$	1,039.70	$	3.08
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,022.19	$	3.06
Class R3
Actual	$	1,000.00	$	1,039.70	$	2.57
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,022.69	$	2.55

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (0.35% for Class A, 1.00% for Classes B and C, 0.10% for Class F, 0.00% for Class I, 0.60% for Class R2 and 0.50% for Class R3) multiplied by the average account value over the period, multiplied by 184/365 (to reflect one-half year period).

Portfolio Holdings Presented by Portfolio Allocation

October 31, 2010

Portfolio Allocation	%*
Equity		99.88%
Short-Term Investment		0.12%
Total		100.00%

* Represents percent of total investments.

20

Fundamental Equity Fund

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

	Beginning Account Value		Ending Account Value		Expenses Paid During Period†
	5/1/10		10/31/10		5/1/10 - 10/31/10
Class A
Actual	$	1,000.00	$	995.00	$	5.58
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.59	$	5.65
Class B
Actual	$	1,000.00	$	992.10	$	8.89
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.31	$	9.00
Class C
Actual	$	1,000.00	$	992.10	$	8.84
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.31	$	8.94
Class F
Actual	$	1,000.00	$	996.60	$	4.33
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.86	$	4.38
Class I
Actual	$	1,000.00	$	996.70	$	3.82
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,021.36	$	3.87
Class P
Actual	$	1,000.00	$	994.10	$	6.08
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.09	$	6.16
Class R2
Actual	$	1,000.00	$	993.20	$	6.83
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.37	$	6.92
Class R3
Actual	$	1,000.00	$	994.10	$	6.33
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.85	$	6.41

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.11% for Class A, 1.77% for Class B, 1.76% for Class C, 0.86% for Class F, 0.76% for Class I, 1.21% for Class P, 1.36% for Class R2 and 1.26% for Class R3) multiplied by the average account value over the period, multiplied by 184/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

October 31, 2010

Sector*	%**		Sector*	%**
Consumer Discretionary		9.64%	Information Technology		10.13%
Consumer Staples		3.16%	Materials		8.65%
Energy		15.34%	Utilities		2.55%
Financials		20.25%	Short-Term Investment		2.63%
Health Care		14.91%	Total		100.00%
Industrials		12.74%

* A sector may comprise several industries.

** Represents percent of total investments.

21

International Core Equity Fund

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

	Beginning Account Value		Ending Account Value		Expenses Paid During Period†
	5/1/10		10/31/10		5/1/10 - 10/31/10
Class A
Actual	$	1,000.00	$	1,063.20	$	5.82
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.55	$	5.70
Class B
Actual	$	1,000.00	$	1,059.60	$	9.19
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.27	$	9.00
Class C
Actual	$	1,000.00	$	1,059.50	$	9.19
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.27	$	9.00
Class F
Actual	$	1,000.00	$	1,065.30	$	4.53
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.83	$	4.43
Class I
Actual	$	1,000.00	$	1,065.40	$	4.01
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,021.33	$	3.92
Class P
Actual	$	1,000.00	$	1,062.70	$	6.34
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.06	$	6.21
Class R2
Actual	$	1,000.00	$	1,062.10	$	7.12
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.36	$	6.97
Class R3
Actual	$	1,000.00	$	1,062.90	$	6.60
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.83	$	6.46

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.12% for Class A, 1.77% for Classes B and C, 0.87% for Class F, 0.77% for Class I, 1.22% for Class P, 1.37% for Class R2 and 1.27% for Class R3) multiplied by the average account value over the period, multiplied by 184/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

October 31, 2010

Sector*	%**		Sector*	%**
Consumer Discretionary		12.76%	Information Technology		7.50%
Consumer Staples		11.59%	Materials		9.21%
Energy		6.26%	Telecommunication Services		7.28%
Financials		19.98%	Utilities		5.30%
Health Care		5.35%	Short-Term Investment		1.38%
Industrials		13.39%	Total		100.00%

* A sector may comprise several industries.

** Represents percent of total investments.

22

International Dividend Income Fund

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

	Beginning Account Value		Ending Account Value		Expenses Paid During Period†
	5/1/10		10/31/10		5/1/10 - 10/31/10
Class A
Actual	$	1,000.00	$	1,056.00	$	5.80
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.57	$	5.70
Class C
Actual	$	1,000.00	$	1,053.00	$	9.16
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.30	$	9.00
Class F
Actual	$	1,000.00	$	1,058.40	$	4.51
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.82	$	4.43
Class I
Actual	$	1,000.00	$	1,057.60	$	3.99
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,021.32	$	3.92
Class R2
Actual	$	1,000.00	$	1,057.60	$	3.89
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,021.43	$	3.82
Class R3
Actual	$	1,000.00	$	1,056.00	$	6.58
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.81	$	6.46

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.12% for Class A, 1.77% for Class C, 0.87% for Class F, 0.77% for Class I, 0.75% for Class R2 and 1.27% for Class R3) multiplied by the average account value over the period, multiplied by 184/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

October 31, 2010

Sector*	%**
Consumer Discretionary		10.61%
Consumer Staples		7.09%
Energy		6.90%
Financials		25.09%
Health Care		3.27%
Industrials		14.11%
Information Technology		5.05%
Materials		5.72%
Telecommunication Services		8.22%
Utilities		10.94%
Short-Term Investment		3.00%
Total		100.00%

* A sector may comprise several industries.

** Represents percent of total investments.

23

International Opportunities Fund

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

	Beginning Account Value		Ending Account Value		Expenses Paid During Period†
	5/1/10		10/31/10		5/1/10 - 10/31/10
Class A
Actual	$	1,000.00	$	1,108.50	$	8.08
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.54	$	7.73
Class B
Actual	$	1,000.00	$	1,105.00	$	11.51
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.25	$	11.02
Class C
Actual	$	1,000.00	$	1,105.60	$	11.52
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.25	$	11.02
Class F
Actual	$	1,000.00	$	1,110.10	$	6.75
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.81	$	6.46
Class I
Actual	$	1,000.00	$	1,110.40	$	6.22
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.30	$	5.95
Class P
Actual	$	1,000.00	$	1,108.70	$	8.61
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.04	$	8.24
Class R2
Actual	$	1,000.00	$	1,107.50	$	9.40
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.28	$	9.00
Class R3
Actual	$	1,000.00	$	1,108.00	$	8.82
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.82	$	8.44

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.52% for Class A, 2.17% for Classes B and C, 1.27% for Class F, 1.17% for Class I, 1.62% for Class P, 1.77% for Class R2 and 1.66% for Class R3) multiplied by the average account value over the period, multiplied by 184/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

October 31, 2010

Sector*	%**		Sector*	%**
Consumer Discretionary		23.63%	Information Technology		7.60%
Consumer Staples		11.65%	Materials		8.25%
Energy		3.62%	Telecommunication Services		0.64%
Financials		17.59%	Utilities		4.89%
Health Care		3.58%	Short-Term Investment		1.95%
Industrials		16.60%	Total		100.00%

* A sector may comprise several industries.

** Represents percent of total investments.

24

Large Cap Value Fund

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

	Beginning Account Value		Ending Account Value		Expenses Paid During Period†
	5/1/10		10/31/10		5/1/10 - 10/31/10
Class A
Actual	$	1,000.00	$	955.60	$	5.82
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.24	$	6.01
Class B
Actual	$	1,000.00	$	952.90	$	9.01
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.96	$	9.30
Class C
Actual	$	1,000.00	$	952.90	$	9.01
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.96	$	9.30
Class F
Actual	$	1,000.00	$	956.40	$	4.59
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.50	$	4.74
Class I
Actual	$	1,000.00	$	956.80	$	4.09
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,021.02	$	4.23
Class P
Actual	$	1,000.00	$	954.80	$	6.21
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.84	$	6.41
Class R2
Actual	$	1,000.00	$	956.70	$	4.04
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,021.06	$	4.18
Class R3
Actual	$	1,000.00	$	955.60	$	6.70
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.36	$	6.92

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.18% Class A, 1.83% for Classes B and C, 0.93% for Class F, 0.83% for Class I, 1.26% for Class P, 0.82% for Class R2 and 1.36% for Class R3) multiplied by the average account value over the period, multiplied by 184/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

October 31, 2010

Sector*	%**		Sector*	%**
Consumer Discretionary		12.22%	Information Technology		6.71%
Consumer Staples		6.82%	Materials		8.80%
Energy		13.75%	Telecommunication Services		4.07%
Financials		24.03%	Utilities		1.40%
Health Care		11.66%	Short-Term Investment		2.18%
Industrials		8.36%	Total		100.00%

* A sector may comprise several industries.

** Represents percent of total investments.

25

Value Opportunities Fund

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

	Beginning Account Value		Ending Account Value		Expenses Paid During Period†
	5/1/10		10/31/10		5/1/10 - 10/31/10
Class A
Actual	$	1,000.00	$	984.30	$	6.75
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,018.24	$	6.87
Class B
Actual	$	1,000.00	$	980.40	$	9.98
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.96	$	10.16
Class C
Actual	$	1,000.00	$	980.40	$	9.98
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.96	$	10.16
Class F
Actual	$	1,000.00	$	985.00	$	5.50
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,019.54	$	5.60
Class I
Actual	$	1,000.00	$	985.80	$	5.01
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,020.00	$	5.09
Class P
Actual	$	1,000.00	$	983.60	$	7.25
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.74	$	7.37
Class R2
Actual	$	1,000.00	$	982.20	$	7.99
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.98	$	8.13
Class R3
Actual	$	1,000.00	$	982.90	$	7.50
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,017.54	$	7.63

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (1.35% for Class A, 2.00% for Classes B and C, 1.10% for Class F, 1.00% for Class I, 1.45% for Class P, 1.60% for Class R2 and 1.50% for Class R3) multiplied by the average account value over the period, multiplied by 184/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

October 31, 2010

Sector*	%**		Sector*	%**
Consumer Discretionary		13.46%	Information Technology		13.58%
Consumer Staples		2.18%	Materials		9.38%
Energy		6.91%	Utilities		3.61%
Financials		16.12%	Short-Term Investment		6.09%
Health Care		6.94%	Total		100.00%
Industrials		21.73%

* A sector may comprise several industries.

** Represents percent of total investments.

26

Schedule of Investments

ALPHA STRATEGY FUND October 31, 2010

Investments	Shares		Value (000)
INVESTMENTS IN UNDERLYING FUNDS(a) 99.87%
Lord Abbett Developing Growth Fund, Inc.—Class I*(b)		8,321,160	$	167,921
Lord Abbett Securities Trust—International Opportunities Fund—Class I(c)		13,081,961		172,420
Lord Abbett Securities Trust—Micro-Cap Growth Fund—Class I*(c)		5,314,492		84,819
Lord Abbett Securities Trust—Micro-Cap Value Fund—Class I*(c)		3,252,429		77,766
Lord Abbett Blend Trust—Small-Cap Blend Fund—Class I*(d)		5,532,997		77,351
Lord Abbett Research Fund, Inc.—Small-Cap Value Fund—Class I*(c)		5,330,980		159,023
Lord Abbett Securities Trust—Value Opportunities Fund—Class I*(c)		5,357,688		78,062
Total Investments in Underlying Funds (cost $760,096,986)				817,362

Investments	Principal Amount (000)		Value (000)
SHORT-TERM INVESTMENT 0.12%
Repurchase Agreement
Repurchase Agreement dated 10/29/2010, 0.02% due 11/1/2010 with Fixed Income Clearing Corp. collateralized by $870,000 of Federal Home Loan Mortgage Corp. at 4.50% due 1/15/2014; value: $984,188; proceeds: $961,820 (cost $961,819)	$	962	$	962
Total Investments in Securities 99.99% (cost $761,058,805)				818,324
Other Assets in Excess of Liabilities 0.01%				44
Net Assets 100.00%			$	818,368

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

See Notes to Financial Statements.

27

Schedule of Investments

FUNDAMENTAL EQUITY FUND October 31, 2010

Investments	Shares		Value (000)
COMMON STOCKS 97.25%
Aerospace & Defense 1.75%
Hexcel Corp.*		620,531	$	11,027
United Technologies Corp.		590,000		44,114
Total				55,141
Airlines 0.77%
Southwest Airlines Co.		1,761,000		24,231
Auto Components 0.23%
Tenneco, Inc.*		221,211		7,216
Automobiles 1.87%
Ford Motor Co.*		4,175,000		58,993
Biotechnology 2.98%
Amgen, Inc.*		1,380,000		78,922
Human Genome Sciences, Inc.*		310,000		8,333
Onyx Pharmaceuticals, Inc.*		251,300		6,742
Total				93,997
Capital Markets 9.41%
Affiliated Managers Group, Inc.*		460,000		39,381
Charles Schwab Corp. (The)		1,240,000		19,096
Franklin Resources, Inc.		327,500		37,564
Goldman Sachs Group, Inc. (The)		365,000		58,747
Invesco Ltd.		941,200		21,648
Lazard Ltd. Class A		1,580,000		58,302
State Street Corp.		1,475,000		61,596
Total				296,334
Chemicals 2.44%
Air Products & Chemicals, Inc.		735,000		62,453

Investments	Shares		Value (000)
LyondellBasell Industries NV Class A (Netherlands)*(a)		539,871	$	14,501
Total				76,954
Commercial Banks 6.34%
City National Corp.		625,000		32,231
Commerce Bancshares, Inc.		525,914		19,375
Cullen/Frost Bankers, Inc.		655,000		34,348
KeyCorp		2,875,000		23,546
Signature Bank*		274,800		11,608
TCF Financial Corp.		2,050,000		26,978
Wells Fargo & Co.		1,587,100		41,392
Zions Bancorporation		505,000		10,433
Total				199,911
Computers & Peripherals 0.25%
EMC Corp.*		372,900		7,835
Diversified Financial Services 1.53%
Bank of America Corp.		1,850,000		21,164
JPMorgan Chase & Co.		715,000		26,905
Total				48,069
Electric: Utilities 1.85%
NextEra Energy, Inc.		700,000		38,528
PPL Corp.		730,000		19,637
Total				58,165
Electrical Equipment 0.11%
AMETEK, Inc.		65,000		3,513
Electronic Equipment, Instruments & Components 0.11%
Plexus Corp.*		109,391		3,320
Energy Equipment & Services 3.02%
Halliburton Co.		1,215,000		38,710
Superior Energy Services, Inc.*		590,800		16,318

See Notes to Financial Statements.

28

Schedule of Investments (continued)

FUNDAMENTAL EQUITY FUND October 31, 2010

Investments	Shares		Value (000)
Energy Equipment & Services (continued)
Weatherford International Ltd. (Switzerland)*(a)		2,386,500	$	40,117
Total				95,145
Food Products 3.15%
Archer Daniels Midland Co.		1,850,000		61,642
Bunge Ltd.		628,093		37,730
Total				99,372
Gas Utilities 0.70%
EQT Corp.		586,100		21,944
Health Care Equipment & Supplies 2.25%
Cooper Cos., Inc. (The)		494,122		24,380
Kinetic Concepts, Inc.*		430,500		16,372
Wright Medical Group, Inc.*		560,000		7,470
Zimmer Holdings, Inc.*		480,000		22,771
Total				70,993
Health Care Providers & Services 5.61%
AmerisourceBergen Corp.		295,800		9,708
Healthspring, Inc.*		266,664		7,784
Humana, Inc.*		796,900		46,451
McKesson Corp.		450,000		29,691
Patterson Cos., Inc.		360,000		9,954
UnitedHealth Group, Inc.		1,449,300		52,247
Universal Health Services, Inc. Class B		510,500		21,068
Total				176,903
Hotels, Restaurants & Leisure 0.88%
Carnival Corp. Unit		390,300		16,849
Marriott International, Inc. Class A		290,000		10,745
Total				27,594

Investments	Shares		Value (000)
Household Durables 0.97%
Fortune Brands, Inc.		565,000	$	30,538
Industrial Conglomerates 1.62%
3M Co.		605,000		50,953
Information Technology Services 5.14%
Accenture plc Class A (Ireland)(a)		923,400		41,285
Fiserv, Inc.*		255,000		13,903
MasterCard, Inc. Class A		102,500		24,606
VeriFone Systems, Inc.*		1,650,000		55,820
Western Union Co. (The)		1,498,875		26,380
Total				161,994
Insurance 2.95%
Aflac, Inc.		571,900		31,964
Berkshire Hathaway, Inc. Class B*		359,400		28,594
Chubb Corp. (The)		321,200		18,636
MetLife, Inc.		337,700		13,619
Total				92,813
Machinery 7.85%
Eaton Corp.		510,000		45,303
EnPro Industries, Inc.*		485,000		17,043
Kennametal, Inc.		896,783		30,616
Pall Corp.		791,900		33,790
Parker Hannifin Corp.		397,500		30,429
RBC Bearings, Inc.*		280,610		9,350
Robbins & Myers, Inc.		407,200		11,821
Trinity Industries, Inc.		590,182		13,415
WABCO Holdings, Inc.*		1,196,351		55,535
Total				247,302
Media 4.97%
Interpublic Group of Cos., Inc. (The)*		5,175,000		53,561
Omnicom Group, Inc.		1,975,000		86,821
Walt Disney Co. (The)		448,900		16,210
Total				156,592

See Notes to Financial Statements.

29

Schedule of Investments (continued)

FUNDAMENTAL EQUITY FUND October 31, 2010

Investments	Shares		Value (000)
Metals & Mining 6.20%
Agnico-Eagle Mines Ltd. (Canada)(a)		325,000	$	25,217
Barrick Gold Corp. (Canada)(a)		1,476,000		70,981
Newmont Mining Corp.		590,000		35,913
Reliance Steel & Aluminum Co.		877,300		36,715
United States Steel Corp.		616,400		26,376
Total				195,202
Oil, Gas & Consumable Fuels 12.30%
Anadarko Petroleum Corp.		825,000		50,795
Apache Corp.		185,000		18,689
Chevron Corp.		480,000		39,653
Devon Energy Corp.		355,000		23,082
El Paso Corp.		4,230,000		56,090
Exxon Mobil Corp.		2,305,000		153,213
Forest Oil Corp.*		128,611		3,952
QEP Resources, Inc.		430,000		14,203
Southwestern Energy Co.*		825,000		27,926
Total				387,603
Pharmaceuticals 4.04%
Abbott Laboratories		635,000		32,588
Teva Pharmaceutical Industries Ltd. ADR		490,000		25,431
Warner Chilcott plc Class A (Ireland)(a)		1,794,400		43,137
Watson Pharmaceuticals, Inc.*		560,000		26,124
Total				127,280
Road & Rail 0.63%
Heartland Express, Inc.		270,400		4,032
Kansas City Southern*		361,600		15,845
Total				19,877

Investments	Shares		Value (000)
Semiconductors & Semiconductor Equipment 2.42%
Intel Corp.		2,290,000	$	45,960
National Semiconductor Corp.		587,676		8,051
Texas Instruments, Inc.		755,000		22,326
Total				76,337
Software 2.20%
Adobe Systems, Inc.*		873,500		24,589
Intuit, Inc.*		479,900		23,035
Microsoft Corp.		816,100		21,741
Total				69,365
Specialty Retail 0.42%
J. Crew Group, Inc.*		415,000		13,276
Textiles, Apparel & Luxury Goods 0.29%
VF Corp.		109,800		9,140
Total Common Stocks (cost $2,625,589,755)				3,063,902

See Notes to Financial Statements.

30

Schedule of Investments (concluded)

FUNDAMENTAL EQUITY FUND October 31, 2010

Investments	Principal Amount (000)		Value (000)
SHORT-TERM INVESTMENT 2.63%
Repurchase Agreement
Repurchase Agreement dated 10/29/2010, 0.02% due 11/1/2010 with Fixed Income Clearing Corp. collateralized by $24,510,000 of Federal Home Loan Mortgage Corp. at 4.50% due 1/15/2013 and $50,940,000 of Federal Home Loan Mortgage Corp. at 4.50% due 1/15/2014; value: $84,586,875; proceeds: $82,924,329 (cost $82,924,190)	$	82,924	$	82,924
Total Investments in Securities 99.88% (cost $2,708,513,945)				3,146,826
Other Assets in Excess of Liabilities 0.12%				3,900
Net Assets 100.00%			$	3,150,726

ADR	American Depositary Receipt.
Unit	More than one class of securities traded together.
*	Non-income producing security.
(a)	Foreign security traded in U.S. dollars.

See Notes to Financial Statements.

31

Schedule of Investments

INTERNATIONAL CORE EQUITY FUND October 31, 2010

Investments	Shares		U.S. $ Value (000)
LONG-TERM INVESTMENTS 97.04%
COMMON STOCKS 94.67%
Australia 2.38%
Chemicals 1.08%
Incitec Pivot Ltd.		2,921,996	$	10,648
Multi-Line Retail 1.30%
Myer Holdings Ltd.		3,402,395		12,798
Total Australia				23,446
Belgium 1.51%
Beverages
Anheuser-Busch InBev NV		236,956		14,852
Brazil 5.30%
Commercial Banks 2.47%
Banco do Brasil SA		599,300		11,667
Banco Santander Brasil SA ADR		877,600		12,637
				24,304
Household Durables 0.88%
PDG Realty SA Empreendimentos e Participacoes		692,992		8,669
Real Estate Management & Development 0.75%
BR Malls Participacoes SA		773,800		7,395
Water Utilities 1.20%
Companhia de Saneamento Basico do Estado de Sao Paulo ADR*		257,900		11,853
Total Brazil				52,221
Canada 2.81%
Metals & Mining 0.84%
First Quantum Minerals Ltd.		93,900		8,223

Investments	Shares		U.S. $ Value (000)
Oil, Gas & Consumable Fuels 1.97%
Bankers Petroleum Ltd.*		947,595	$	6,643
Pembina Pipeline Corp.		463,300		10,016
Questerre Energy Corp.*		1,617,783		2,749
				19,408
Total Canada				27,631
China 2.78%
Gas Utilities 0.38%
ENN Energy Holdings Ltd.		1,248,000		3,751
Independent Power Producers & Energy Traders 0.25%
China Resources Power Holdings Co., Ltd.		1,262,000		2,429
Internet Software & Services 1.04%
Sohu.com, Inc.*		137,900		10,274
Machinery 1.11%
Weichai Power Co., Ltd. H Shares		831,000		10,914
Total China				27,368
Denmark 0.86%
Beverages
Carlsberg A/S Class B		77,697		8,497
France 6.68%
Aerospace & Defense 0.98%
Safran SA		303,399		9,619
Construction & Engineering 1.27%
Vinci SA		234,321		12,517
Electrical Equipment 0.75%
Alstom SA		146,586		7,398
Food & Staples Retailing 1.25%
Carrefour SA		228,930		12,356

See Notes to Financial Statements.

32

Schedule of Investments (continued)

INTERNATIONAL CORE EQUITY FUND October 31, 2010

Investments	Shares		U.S. $ Value (000)
France (continued)
Insurance 0.83%
AXA SA		446,955	$	8,137
Multi-Line Retail 1.01%
PPR		60,731		9,957
Pharmaceuticals 0.59%
Sanofi-Aventis SA		30,006		2,096
Sanofi-Aventis SA ADR		105,800		3,715
				5,811
Total France				65,795
Germany 8.88%
Air Freight & Logistics 1.03%
Deutsche Post AG Registered Shares		543,471		10,136
Airlines 1.39%
Deutsche Lufthansa AG Registered Shares*		640,488		13,706
Automobiles 0.63%
Daimler AG Registered Shares*		93,190		6,151
Diversified Telecommunication Services 1.00%
Deutsche Telekom AG Registered Shares		679,188		9,841
Household Products 1.03%
Henkel KGaA		204,434		10,153
Industrial Conglomerates 0.96%
Siemens AG Registered Shares		82,947		9,476
Machinery 0.86%
GEA Group AG		325,116		8,502

Investments	Shares		U.S. $ Value (000)
Semiconductors & Semiconductor Equipment 0.75%
Dialog Semiconductor plc*		404,010	$	7,372
Software 1.23%
SAP AG		231,018		12,048
Total Germany				87,385
Greece 0.63%
Electric: Utilities
Public Power Corp. SA		368,541		6,181
Hong Kong 2.52%
Chemicals 0.84%
Huabao International Holdings Ltd.		5,504,000		8,294
Insurance 0.13%
AIA Group Ltd.*		435,800		1,296
Specialty Retail 0.76%
GOME Electrical Appliances Holdings Ltd.*		22,042,000		7,422
Water Utilities 0.79%
Guangdong Investment Ltd.		15,508,000		7,783
Total Hong Kong				24,795
Indonesia 2.41%
Commercial Banks 0.69%
PT Bank Negara Indonesia (Persero) Tbk		15,512,000		6,769
Diversified Telecommunication Services 1.04%
PT Telekomunikasi Indonesia Tbk		10,038,367		10,221
Oil, Gas & Consumable Fuels 0.68%
PT Bumi Resources Tbk		27,144,000		6,758
Total Indonesia				23,748

See Notes to Financial Statements.

33

Schedule of Investments (continued)

INTERNATIONAL CORE EQUITY FUND October 31, 2010

Investments	Shares		U.S. $ Value (000)
Ireland 0.99%
Information Technology Services
Accenture plc Class A		218,175	$	9,755
Israel 1.71%
Pharmaceuticals
Teva Pharmaceutical Industries Ltd. ADR		324,045		16,818
Italy 3.76%
Commercial Banks 2.63%
Intesa Sanpaolo SpA		2,647,419		9,313
UniCredit SpA		6,347,040		16,546
				25,859
Diversified Telecommunication Services 1.13%
Telecom Italia SpA		7,291,468		11,183
Total Italy				37,042
Japan 10.84%
Auto Components 1.31%
Bridgestone Corp.		717,700		12,870
Automobiles 1.34%
Honda Motor Co., Ltd.		360,595		13,161
Chemicals 0.62%
Asahi Kasei Corp.		1,040,000		6,113
Commercial Banks 1.22%
Bank of Yokohama Ltd. (The)		2,437,000		11,993
Consumer Finance 0.62%
ORIX Corp.		66,660		6,080
Electronic Equipment, Instruments & Components 0.72%
Nippon Electric Glass Co., Ltd.		551,000		7,101

Investments	Shares		U.S. $ Value (000)
Household Durables 1.03%
Sony Corp.		304,500	$	10,179
Machinery 1.02%
NSK Ltd.		1,325,000		10,044
Tobacco 0.38%
Japan Tobacco, Inc.		1,205		3,748
Trading Companies & Distributors 2.58%
Mitsui & Co., Ltd.		712,000		11,193
Sumitomo Corp.		1,122,100		14,223
				25,416
Total Japan				106,705
Luxembourg 0.38%
Metals & Mining
ArcelorMittal		117,923		3,790
Netherlands 3.66%
Diversified Financial Services 1.42%
ING Groep NV CVA*		1,308,021		13,963
Food & Staples Retailing 1.03%
Koninklijke Ahold NV		730,320		10,093
Industrial Conglomerates 1.21%
Koninklijke Philips Electronics NV		394,673		11,936
Total Netherlands				35,992
Norway 2.67%
Chemicals 1.68%
Yara International ASA		314,958		16,564
Commercial Banks 0.99%
DnB NOR ASA		711,600		9,769
Total Norway				26,333
Poland 0.39%
Beverages
Central European Distribution Corp.*		151,800		3,790

See Notes to Financial Statements.

34

Schedule of Investments (continued)

INTERNATIONAL CORE EQUITY FUND October 31, 2010

Investments	Shares		U.S. $ Value (000)
Singapore 1.08%
Commercial Banks
DBS Group Holdings Ltd.		989,100	$	10,622
South Korea 3.28%
Auto Components 1.59%
Hyundai Mobis		63,114		15,705
Diversified Telecommunication Services 1.10%
KT Corp.		273,880		10,807
Semiconductors & Semiconductor Equipment 0.59%
Samsung Electronics Co., Ltd.		8,721		5,774
Total South Korea				32,286
Sweden 1.22%
Communications Equipment
Telefonaktiebolaget LM Ericsson ADR		1,096,100		12,046
Switzerland 2.24%
Food Products 1.49%
Nestle SA Registered Shares		267,304		14,641
Insurance 0.75%
Zurich Financial Services AG		30,238		7,402
Total Switzerland				22,043
Taiwan 0.85%
Computers & Peripherals
Wistron Corp.		4,055,065		8,330
Thailand 1.06%
Commercial Banks
Bangkok Bank Public Co., Ltd.		2,024,900		10,435

Investments	Shares		U.S. $ Value (000)
Turkey 1.74%
Automobiles 0.65%
Ford Otomotiv Sanayi AS		723,145	$	6,338
Diversified Telecommunication Services 1.09%
Turk Telekomunikasyon AS		2,302,158		10,753
Total Turkey				17,091
United Kingdom 22.04%
Commercial Banks 3.25%
Barclays plc		3,314,558		14,584
HSBC Holdings plc		890,733		9,264
HSBC Holdings plc ADR		155,695		8,113
				31,961
Food & Staples Retailing 1.26%
Tesco plc		1,820,291		12,450
Insurance 1.79%
Aviva plc		1,332,911		8,503
Prudential plc		899,117		9,084
				17,587
Media 2.07%
Reed Elsevier plc		1,093,680		9,376
WPP plc		943,019		10,970
				20,346
Metals & Mining 3.61%
Anglo American plc		444,556		20,715
Vedanta Resources plc		445,927		14,827
				35,542
Multi-Utilities 1.33%
National Grid plc		1,382,485		13,070
Oil, Gas & Consumable Fuels 3.50%
BG Group plc		655,000		12,757
Tullow Oil plc		1,144,841		21,738
				34,495

See Notes to Financial Statements.

35

Schedule of Investments (continued)

INTERNATIONAL CORE EQUITY FUND October 31, 2010

Investments	Shares		U.S. $ Value (000)
United Kingdom (continued)
Pharmaceuticals 1.23%
GlaxoSmithKline plc ADR		310,795	$	12,133
Tobacco 2.20%
British American Tobacco plc		260,830		9,947
Imperial Tobacco Group plc		366,810		11,749
				21,696
Wireless Telecommunication Services 1.80%
Vodafone Group plc		6,495,896		17,679
Total United Kingdom				216,959
Total Common Stocks (cost $790,394,323)				931,956
PREFERRED STOCKS 2.37%
Brazil 0.64%
Independent Power Producers & Energy Traders
Companhia Energetica de Sao Paulo B Shares		393,500		6,260
Germany 1.73%
Health Care Equipment & Supplies
Fresenius SE		190,400		17,069
Total Preferred Stocks (cost $17,163,301)				23,329
Total Long-Term Investments (cost $807,557,624)				955,285

Investments	Principal Amount (000)		Value (000)
SHORT-TERM INVESTMENT 1.36%
Repurchase Agreement
Repurchase Agreement dated 10/29/2010, 0.02% due 11/1/2010 with Fixed Income Clearing Corp. collateralized by $6,405,000 of Federal Home Loan Mortgage Corp. at 4.50% due 1/15/2014 and $5,745,000 of Federal National Mortgage Assoc. at 4.125% due 4/15/2014; value: $13,638,118; proceeds: $13,368,478 (cost $13,368,456)	$	13,368	$	13,368
Total Investments in Securities 98.40% (cost $820,926,080)				968,653
Foreign Cash and Other Assets in Excess of Liabilities(a) 1.60%				15,762
Net Assets 100.00%			$	984,415

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

See Notes to Financial Statements.

36

Schedule of Investments (concluded)

INTERNATIONAL CORE EQUITY FUND October 31, 2010

Open Forward Foreign Currency Exchange Contracts at October 31, 2010:

Forward Foreign Currency Exchange Contracts	Transaction Type	Counterparty	Expiration Date	Foreign Currency		U.S. $ Cost On Origination Date		U.S. $ Current Value		Unrealized Appreciation (Depreciation)
Australian dollar	Buy	Barclays Bank plc	1/24/2011		14,730,000	$	13,891,568	$	14,284,377	$	392,809
Australian dollar	Buy	Goldman Sachs	2/22/2011		12,235,000		11,832,468		11,821,500		(10,968)
Brazilian real	Sell	Morgan Stanley	1/18/2011		10,600,000		6,058,181		6,142,676		(84,495)
euro	Buy	Credit Suisse	2/22/2011		6,775,000		9,358,308		9,414,485		56,177
Israeli new shekel	Sell	Goldman Sachs	1/24/2011		38,646,500		10,386,052		10,619,300		(233,248)
Japanese yen	Buy	UBS AG	1/18/2011		2,955,000,000		34,570,703		36,749,775		2,179,072
South Korean won	Sell	Barclays Bank plc	1/18/2011		10,675,000,000		9,182,796		9,458,083		(275,287)
Net Unrealized Appreciation on Forward Foreign Currency Exchange Contracts											$2,024,060

See Notes to Financial Statements.

37

Schedule of Investments

INTERNATIONAL DIVIDEND INCOME FUND October 31, 2010

Investments	Shares		U.S. $ Value (000)
LONG-TERM INVESTMENTS 95.86%
COMMON STOCKS 95.03%
Australia 9.20%
Commercial Banks 2.08%
Australia & New Zealand Banking Group Ltd.		196,214	$	4,769
National Australia Bank Ltd.		187,637		4,680
				9,449
Construction & Engineering 1.41%
UGL Ltd.		443,663		6,406
Diversified Financial Services 1.10%
ASX Ltd.		137,052		4,981
Food & Staples Retailing 0.84%
Metcash Ltd.		891,407		3,816
Insurance 0.70%
QBE Insurance Group Ltd.		187,628		3,158
Multi-Line Retail 1.22%
Myer Holdings Ltd.		1,473,807		5,544
Multi-Utilities 1.00%
DUET Group		2,686,179		4,565
Real Estate Investment Trusts 0.85%
GPT Group		1,419,016		3,878
Total Australia				41,797
Austria 1.98%
Air Freight & Logistics 1.50%
Oesterreichische Post AG		225,425		6,822
Insurance 0.48%
Vienna Insurance Group		40,438		2,175
Total Austria				8,997

Investments	Shares		U.S. $ Value (000)
Brazil 3.78%
Commercial Banks 1.23%
Banco do Brasil SA		286,200	$	5,571
Household Durables 0.70%
PDG Realty SA Empreendimentos e Participacoes		253,329		3,169
Information Technology Services 0.39%
Redecard SA		137,400		1,778
Water Utilities 1.46%
Companhia de Saneamento Basico do Estado de Sao Paulo ADR*		144,400		6,637
Total Brazil				17,155
Canada 4.35%
Media 1.40%
Yellow Media, Inc. Unit		1,057,355		6,355
Oil, Gas & Consumable Fuels 2.95%
Baytex Energy Trust Unit		158,731		5,930
Pembina Pipeline Corp.		204,770		4,427
Penn West Energy Trust Unit		133,760		3,050
				13,407
Total Canada				19,762
China 0.77%
Commercial Banks
Bank of China Ltd. H Shares		5,831,000		3,491
Czech Republic 1.06%
Commercial Banks 0.51%
Komercni Banka AS		10,245		2,324

See Notes to Financial Statements.

38

Schedule of Investments (continued)

INTERNATIONAL DIVIDEND INCOME FUND October 31, 2010

Investments	Shares		U.S. $ Value (000)
Czech Republic (continued)
Diversified Telecommunication Services 0.55%
Telefonica O2 Czech Republic AS		114,033	$	2,510
Total Czech Republic				4,834
Finland 1.68%
Machinery
Konecranes OYJ		191,000		7,622
France 8.46%
Construction & Engineering 1.69%
Vinci SA		143,997		7,692
Electrical Equipment 1.33%
Schneider Electric SA		42,510		6,035
Insurance 0.87%
AXA SA		218,421		3,976
Media 2.15%
Metropole Television SA		266,379		6,507
PagesJaunes Groupe		295,859		3,253
				9,760
Multi-Line Retail 1.36%
PPR		37,695		6,180
Pharmaceuticals 1.06%
Sanofi-Aventis SA		68,792		4,805
Total France				38,448
Germany 4.38%
Air Freight & Logistics 1.64%
Deutsche Post AG Registered Shares		400,817		7,475
Chemicals 1.36%
BASF SE		84,680		6,162

Investments	Shares		U.S. $ Value (000)
Diversified Telecommunication Services 1.38%
Deutsche Telekom AG Registered Shares		433,751	$	6,284
Total Germany				19,921
Greece 1.12%
Electric: Utilities
Public Power Corp. SA		303,565		5,091
Hong Kong 1.98%
Communications Equipment 1.06%
VTech Holdings Ltd.		461,000		4,797
Water Utilities 0.92%
Guangdong Investment Ltd.		8,342,000		4,186
Total Hong Kong				8,983
Indonesia 0.78%
Diversified Telecommunication Services
PT Telekomunikasi Indonesia Tbk ADR		87,600		3,538
Israel 0.78%
Chemicals
Israel Chemicals Ltd.		233,223		3,559
Italy 4.46%
Diversified Telecommunication Services 1.16%
Telecom Italia SpA		3,433,697		5,267
Electric: Utilities 1.06%
Enel SpA		848,500		4,845
Media 1.37%
Mediaset SpA		842,095		6,212
Oil, Gas & Consumable Fuels 0.87%
Eni SpA ADR		87,680		3,939
Total Italy				20,263

See Notes to Financial Statements.

39

Schedule of Investments (continued)

INTERNATIONAL DIVIDEND INCOME FUND October 31, 2010

Investments	Shares		U.S. $ Value (000)
Japan 3.43%
Office Electronics 1.44%
Canon, Inc.		141,600	$	6,546
Real Estate Investment Trusts 0.51%
MID REIT, Inc.		969		2,323
Trading Companies & Distributors 1.48%
Sumitomo Corp.		528,300		6,696
Total Japan				15,565
Luxembourg 0.50%
Metals & Mining
ArcelorMittal		71,212		2,289
Netherlands 1.88%
Industrial Conglomerates 0.97%
Koninklijke Philips Electronics NV		146,343		4,426
Oil, Gas & Consumable Fuels 0.91%
Royal Dutch Shell plc ADR		63,300		4,110
Total Netherlands				8,536
New Zealand 0.62%
Construction Materials
Fletcher Building Ltd.		451,567		2,826
Norway 0.79%
Specialty Retail
Statoil Fuel & Retail ASA*		503,804		3,570
Portugal 1.32%
Electric: Utilities
EDP—Energias de Portugal SA		1,570,834		6,010

Investments	Shares		U.S. $ Value (000)
Singapore 1.75%
Commercial Banks 0.93%
DBS Group Holdings Ltd.		391,975	$	4,210
Real Estate Investment Trusts 0.82%
CapitaRetail China Trust		3,821,000		3,720
Total Singapore				7,930
South Africa 1.56%
Metals & Mining
Kumba Iron Ore Ltd.		125,039		7,104
South Korea 1.82%
Capital Markets 0.81%
Daishin Securities Co., Ltd.		270,090		3,696
Diversified Telecommunication Services 1.01%
KT Corp. ADR		221,800		4,589
Total South Korea				8,285
Spain 7.09%
Commercial Banks 2.33%
Banco Bilbao Vizcaya Argentaria SA		388,600		5,111
Banco Santander SA ADR		429,400		5,501
				10,612
Diversified Financial Services 1.01%
Bolsas y Mercados Espanoles SA		167,780		4,577
Gas Utilities 1.63%
Enagas SA		335,370		7,391
Insurance 1.17%
Mapfre SA		1,602,822		5,318
Oil, Gas & Consumable Fuels 0.95%
Repsol YPF SA		156,438		4,338
Total Spain				32,236

See Notes to Financial Statements.

40

Schedule of Investments (continued)

INTERNATIONAL DIVIDEND INCOME FUND October 31, 2010

Investments	Shares		U.S. $ Value (000)
Switzerland 1.76%
Food Products 0.97%
Nestle SA Registered Shares		80,400	$	4,404
Insurance 0.79%
Zurich Financial Services AG		14,677		3,593
Total Switzerland				7,997
Taiwan 2.10%
Computers & Peripherals 0.82%
Wistron Corp.		1,824,000		3,747
Semiconductors & Semiconductor Equipment 1.28%
Siliconware Precision Industries Co. ADR		1,042,120		5,815
Total Taiwan				9,562
Thailand 1.20%
Commercial Banks
Tisco Financial Group Public Co., Ltd.		3,876,700		5,431
Turkey 4.25%
Automobiles 1.51%
Ford Otomotiv Sanayi AS		780,856		6,844
Diversified Telecommunication Services 1.60%
Turk Telekomunikasyon AS		1,557,587		7,275
Oil, Gas & Consumable Fuels 1.14%
Tupras Turkiye Petrol Rafinerileri AS		194,707		5,177
Total Turkey				19,296
United Kingdom 19.17%
Capital Markets 0.89%
Man Group plc		966,085		4,037

Investments	Shares		U.S. $ Value (000)
Commercial Banks 1.39%
HSBC Holdings plc		607,910	$	6,323
Food & Staples Retailing 0.89%
Tesco plc		594,198		4,064
Food Products 0.72%
Unilever plc		112,754		3,250
Insurance 2.69%
Aviva plc		691,515		4,411
Catlin Group Ltd.		775,002		4,330
Prudential plc		345,185		3,487
				12,228
Metals & Mining 0.69%
Vedanta Resources plc		94,755		3,150
Multi-Utilities 1.59%
National Grid plc		763,433		7,217
Pharmaceuticals 2.17%
AstraZeneca plc		65,251		3,272
GlaxoSmithKline plc		337,974		6,612
				9,884
Professional Services 1.08%
Hays plc		2,768,933		4,903
Road & Rail 2.84%
FirstGroup plc		725,695		4,743
Stagecoach Group plc		2,437,495		8,163
				12,906
Tobacco 2.58%
British American Tobacco plc		184,280		7,028
Imperial Tobacco Group plc		146,041		4,678
				11,706

See Notes to Financial Statements.

41

Schedule of Investments (continued)

INTERNATIONAL DIVIDEND INCOME FUND October 31, 2010

Investments	Shares		U.S. $ Value (000)
United Kingdom (continued)
Wireless Telecommunication Services 1.64%
Vodafone Group plc		2,733,202	$	7,439
Total United Kingdom				87,107
United States 1.01%
Tobacco
Altria Group, Inc.		180,800		4,596
Total Common Stocks (cost $379,387,281)				431,801
	Principal Amount (000)
CONVERTIBLE BOND 0.13%
Luxembourg
Metals & Mining
ArcelorMittal at 5.00% due 5/15/2014 (cost $475,000)	$	475		625
	Shares
PREFERRED STOCK 0.70%
Brazil
Independent Power Producers & Energy Traders
Companhia Energetica de Sao Paulo B Shares (cost $3,351,177)		199,700		3,177
Total Long-Term Investments (cost $383,213,458)				435,603

Investments	Principal Amount (000)		Value (000)
SHORT-TERM INVESTMENT 2.97%
Repurchase Agreement
Repurchase Agreement dated 10/29/2010, 0.02% due 11/1/2010 with Fixed Income Clearing Corp. collateralized by $12,165,000 of Federal Home Loan Mortgage Corp. at 4.50% due 1/15/2014; value: $13,761,656 proceeds: $13,487,310 (cost $13,487,288)	$	13,487	$	13,487
Total Investments in Securities 98.83% (cost $396,700,746)				449,090
Foreign Cash and Other Assets in Excess of Liabilities 1.17%(a)				5,295
Net Assets 100.00%			$	454,385

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

See Notes to Financial Statements.

42

Schedule of Investments (concluded)

INTERNATIONAL DIVIDEND INCOME FUND October 31, 2010

Open Forward Foreign Currency Exchange Contracts at October 31, 2010:

Forward Foreign Currency Exchange Contracts	Transaction Type	Counterparty		Expiration Date	Foreign Currency		U.S. $ Cost on Origination Date		U.S. $ Current Value		Unrealized Appreciation (Depreciation)
Australian dollar	Buy		UBS AG	2/22/2011		4,550,000	$	4,421,599	$	4,396,226	$	(25,373)
British pound	Sell		Prudential Securities	12/23/2010		7,800,000		12,182,820		12,493,423		(310,603)
British pound	Sell		Barclays Bank plc	2/22/2011		5,580,000		8,835,372		8,932,338		(96,966)
Canadian dollar	Buy		Credit Suisse	12/23/2010		17,450,000		16,582,881		17,088,685		505,804
Canadian dollar	Buy		UBS AG	2/22/2011		4,530,000		4,418,650		4,429,174		10,524
euro	Buy		Goldman Sachs	12/10/2010		15,100,000		20,047,213		21,006,478		959,265
euro	Buy		Credit Suisse	2/7/2011		6,340,000		8,841,333		8,812,334		(28,999)
euro	Buy		Credit Suisse	2/7/2011		9,400,000		12,998,790		13,065,605		66,815
Japanese yen	Sell		Morgan Stanley	2/22/2011		715,500,000		8,835,624		8,901,918		(66,294)
Net Unrealized Appreciation on Forward Foreign Currency Exchange Contracts											$	1,014,173

See Notes to Financial Statements.

43

Schedule of Investments

INTERNATIONAL OPPORTUNITIES FUND October 31, 2010

Investments	Shares		U.S. $ Value (000)
LONG-TERM INVESTMENTS 96.52%
COMMON STOCKS 94.59%
Australia 3.63%
Chemicals 1.44%
Incitec Pivot Ltd.		1,463,196	$	5,332
Multi-Line Retail 0.76%
Myer Holdings Ltd.		743,895		2,798
Multi-Utilities 0.70%
DUET Group		1,523,934		2,590
Trading Companies & Distributors 0.73%
Emeco Holdings Ltd.		3,107,808		2,709
Total Australia				13,429
Austria 0.70%
Hotels, Restaurants & Leisure
bwin Interactive Entertainment AG		54,044		2,585
Brazil 2.66%
Insurance 0.37%
Brasil Insurance Participaco*		1,700		1,350
Real Estate Management & Development 0.82%
BR Properties SA		312,800		3,017
Textiles, Apparel & Luxury Goods 0.50%
Restoque Comercio e Confeccoes de Roupas SA		226,605		1,864
Water Utilities 0.97%
Companhia de Saneamento Basico do Estado de Sao Paulo ADR*		78,000		3,585
Total Brazil				9,816

Investments	Shares		U.S. $ Value (000)
Canada 2.28%
Airlines 0.31%
Westjet Airlines Ltd.*		91,968	$	1,133
Metals & Mining 1.20%
Equinox Minerals Ltd.*		817,500		4,441
Oil, Gas & Consumable Fuels 0.77%
Crescent Point Energy Corp.		56,600		2,242
Questerre Energy Corp.*		350,020		595
				2,837
Total Canada				8,411
China 1.94%
Food Products
Uni-President China Holdings Ltd.		5,000,000		3,561
Zhongpin, Inc.*		178,485		3,609
				7,170
Egypt 1.09%
Automobiles 0.49%
Ghabbour Auto		214,597		1,801
Capital Markets 0.60%
EFG-Hermes Holding SAE		444,308		2,217
Total Egypt				4,018
France 3.80%
Beverages 1.11%
Remy Cointreau SA		58,582		4,114
Computers & Peripherals 0.53%
Gemalto NV		42,696		1,944
Media 2.16%
Ipsos SA		108,063		5,197
Publicis Groupe		56,224		2,801
				7,998
Total France				14,056

See Notes to Financial Statements.

44

Schedule of Investments (continued)

INTERNATIONAL OPPORTUNITIES FUND October 31, 2010

Investments	Shares		U.S. $ Value (000)
Germany 9.39%
Aerospace & Defense 1.17%
MTU Aero Engines Holding AG		71,641	$	4,327
Chemicals 1.61%
Symrise GmbH & Co. AG		196,220		5,960
Electrical Equipment 0.44%
Tognum AG		66,940		1,629
Industrial Conglomerates 1.68%
Rheinmetall AG		86,040		6,198
Life Sciences Tools & Services 1.36%
Gerresheimer AG*		127,068		5,028
Semiconductors & Semiconductor Equipment 1.13%
Dialog Semiconductor plc*		229,724		4,192
Textiles, Apparel & Luxury Goods 0.50%
Adidas AG		28,480		1,858
Trading Companies & Distributors 0.89%
Kloeckner & Co. SE*		148,147		3,278
Transportation Infrastructure 0.61%
Hamburger Hafen und Logistik AG		51,086		2,236
Total Germany				34,706
Greece 0.57%
Hotels, Restaurants & Leisure
Intralot SA-Integrated Lottery Systems & Services		481,690		2,105
Hong Kong 4.22%
Auto Components 1.12%
Minth Group Ltd.		2,224,000		4,160

Investments	Shares		U.S. $ Value (000)
Communications Equipment 0.43%
VTech Holdings Ltd.		153,000	$	1,592
Hotels, Restaurants & Leisure 0.48%
REXLot Holdings Ltd.		19,075,000		1,772
Specialty Retail 1.30%
Hengdeli Holdings Ltd.		8,660,000		4,804
Textiles, Apparel & Luxury Goods 0.89%
Daphne International Holdings Ltd.		2,932,000		3,276
Total Hong Kong				15,604
Indonesia 1.43%
Commercial Banks 0.96%
PT Bank Negara Indonesia (Persero) Tbk		8,159,500		3,560
Real Estate Management & Development 0.47%
PT Bakrieland Development Tbk		97,272,500		1,720
Total Indonesia				5,280
Ireland 2.15%
Beverages 1.06%
C&C Group plc		840,691		3,896
Machinery 1.09%
Charter International plc		341,323		4,036
Total Ireland				7,932
Italy 8.10%
Beverages 0.51%
Davide Campari-Milano SpA		294,571		1,868
Capital Markets 1.39%
Azimut Holding SpA		503,302		5,135

See Notes to Financial Statements.

45

Schedule of Investments (continued)

INTERNATIONAL OPPORTUNITIES FUND October 31, 2010

Investments	Shares		U.S. $ Value (000)
Italy (continued)
Electric: Utilities 2.10%
Iren SpA		1,861,427	$	3,272
Terna-Rete Elettrica Nationale SpA		973,220		4,490
				7,762
Electrical Equipment 0.69%
Prysmian SpA		131,803		2,555
Food Products 1.18%
Parmalat SpA		1,582,985		4,354
Internet & Catalog Retail 0.78%
Yoox SpA*		262,673		2,881
Textiles, Apparel & Luxury Goods 1.04%
Safilo Group SpA*		244,228		3,855
Transportation Infrastructure 0.41%
Ansaldo STS SpA		109,271		1,506
Total Italy				29,916
Japan 15.80%
Auto Components 1.34%
Keihin Corp.		120,000		2,557
Nifco, Inc.		95,700		2,411
				4,968
Chemicals 1.76%
JSR Corp.		266,300		4,610
ZEON Corp.		229,000		1,890
				6,500
Communications Equipment 0.91%
Hitachi Kokusai Electric, Inc.		369,000		3,352
Containers & Packaging 1.38%
FP Corp.		92,500		5,110
Diversified Consumer Services 1.10%
Benesse Holdings, Inc.		84,400		4,054

Investments	Shares		U.S. $ Value (000)
Electronic Equipment, Instruments & Components 0.86%
Nippon Electric Glass Co., Ltd.		248,000	$	3,196
Health Care Equipment & Supplies 1.02%
Hogy Medical Co., Ltd.		82,800		3,766
Hotels, Restaurants & Leisure 0.65%
PGM Holdings KK		3,687		2,415
Household Durables 1.11%
Makita Corp.		117,200		4,122
Information Technology Services 0.78%
Obic Co., Ltd.		15,530		2,868
Internet & Catalog Retail 0.25%
DeNA Co., Ltd.		35,900		929
Internet Software & Services 0.49%
Gree, Inc.		142,600		1,800
Machinery 1.17%
Sumitomo Heavy Industries Ltd.		758,000		4,314
Multi-Line Retail 0.49%
Isetan Mitsukoshi Holdings Ltd.		165,608		1,828
Pharmaceuticals 0.53%
Rohto Pharmaceutical Co., Ltd.		157,000		1,945
Real Estate Investment Trusts 0.32%
United Urban Investment Corp.		172		1,182
Specialty Retail 1.00%
Nitori Co., Ltd.		42,000		3,695
Wireless Telecommunication Services 0.64%
Okinawa Cellular Telephone Co.		1,126		2,349
Total Japan				58,393

See Notes to Financial Statements.

46

Schedule of Investments (continued)

INTERNATIONAL OPPORTUNITIES FUND October 31, 2010

Investments	Shares		U.S. $ Value (000)
Netherlands 0.38%
Electrical Equipment
Draka Holding NV*		65,297	$	1,390
Norway 1.05%
Specialty Retail
Statoil Fuel & Retail ASA*		544,817		3,861
Philippines 5.18%
Commercial Banks 2.59%
Metropolitan Bank & Trust Co.		2,617,530		4,767
Philippine National Bank*		2,913,260		4,808
				9,575
Real Estate Management & Development 2.59%
Filinvest Land, Inc.		90,219,000		2,894
Megaworld Corp.		111,896,000		6,659
				9,553
Total Philippines				19,128
Poland 0.35%
Beverages
Central European Distribution Corp.*		52,140		1,302
Spain 2.56%
Commercial Services & Supplies 0.24%
Prosegur Compania de Seguridad SA Registered Shares		14,885		892
Food Products 2.32%
Ebro Foods SA		154,739		3,402
Viscofan SA		147,850		5,151
				8,553
Total Spain				9,445

Investments	Shares		U.S. $ Value (000)
Sweden 1.17%
Food & Staples Retailing
Axfood AB		123,470	$	4,331
Switzerland 4.12%
Capital Markets 0.98%
EFG International AG		293,400		3,608
Hotels, Restaurants & Leisure 0.74%
Orascom Development Holding AG*		8,017		487
Orascom Development Holding AG EDR*		745,640		2,241
				2,728
Household Durables 0.44%
Forbo Holding AG Registered Shares		3,067		1,647
Life Sciences Tools & Services 0.62%
Lonza Group AG Registered Shares		26,102		2,285
Specialty Retail 1.34%
Dufry Group Registered Shares*		42,763		4,967
Total Switzerland				15,235
Taiwan 1.29%
Computers & Peripherals
Wistron Corp.		2,327,566		4,781
Thailand 0.65%
Real Estate Management & Development
Quality Houses pcl		31,160,200		2,411
Turkey 1.41%
Food Products 0.69%
Ulker Biskuvi Sanayi AS		791,898		2,550

See Notes to Financial Statements.

47

Schedule of Investments (continued)

INTERNATIONAL OPPORTUNITIES FUND October 31, 2010

Investments	Shares		U.S. $ Value (000)
Turkey (continued)
Transportation Infrastructure 0.72%
TAV Havalimanlari Holding AS*		520,745	$	2,672
Total Turkey				5,222
United Kingdom 18.67%
Aerospace & Defense 0.68%
Cobham plc		682,455		2,533
Airlines 0.78%
easyJet plc*		394,212		2,880
Beverages 1.14%
Britvic plc		547,089		4,229
Capital Markets 3.31%
BlueBay Asset Management plc		760,959		5,956
Schroders plc		247,989		6,274
				12,230
Chemicals 0.72%
Croda International plc		115,183		2,654
Commercial Services & Supplies 0.98%
Babcock International Group plc		389,455		3,619
Electrical Equipment 0.13%
Ceres Power Holdings plc*		371,701		487
Hotels, Restaurants & Leisure 1.64%
PartyGaming plc*		617,658		2,493
Sportingbet plc		3,450,697		3,553
				6,046
Household Durables 0.17%
Bellway plc		71,533		612
Insurance 2.28%
Amlin plc		587,574		3,828
Catlin Group Ltd.		821,626		4,591
				8,419

Investments	Shares		U.S. $ Value (000)
Internet Software & Services 0.70%
Telecity Group plc*		326,321	$	2,603
Oil, Gas & Consumable Fuels 2.80%
Afren plc*		1,102,254		2,296
Dragon Oil plc*		597,275		4,230
Premier Oil plc*		141,265		3,805
				10,331
Professional Services 2.36%
Intertek Group plc		150,760		4,481
Michael Page International plc		560,587		4,233
				8,714
Software 0.35%
Micro Focus International plc		212,766		1,302
Specialty Retail 0.63%
Carphone Warehouse Group plc*		480,131		2,343
Total United Kingdom				69,002
Total Common Stocks (cost $281,410,361)				349,529
PREFERRED STOCKS 1.93%
Brazil 1.93%
Electric: Utilities 1.05%
Companhia de Transmissao de Energia Eletrica Paulista		124,042		3,867
Machinery 0.88%
Marcopolo SA		810,758		3,271
Total Preferred Stocks (cost $5,133,186)				7,138
Total Long-Term Investments (cost $286,543,547)				356,667

See Notes to Financial Statements.

48

Schedule of Investments (continued)

INTERNATIONAL OPPORTUNITIES FUND October 31, 2010

Investments	Principal Amount (000)		Value (000)
SHORT-TERM INVESTMENT 1.92%
Repurchase Agreement
Repurchase Agreement dated 10/29/2010, 0.02% due 11/1/2010 with Fixed Income Clearing Corp. collateralized by $6,395,000 of Federal Home Loan Mortgage Corp. at 4.50% due 1/15/2014; value: $7,234,344; proceeds: $7,087,640 (cost $7,087,628)	$	7,088	$	7,088
Total Investments in Securities 98.44% (cost $293,631,175)				363,755
Foreign Cash and Other Assets in Excess of Liabilities 1.56%(a)				5,765
Net Assets 100.00%			$	369,520

ADR	American Depositary Receipt.
EDR	Egyptian Depositary Receipt.
*	Non-income producing security.
(a)	Foreign Cash and Other Assets in Excess of Liabilities include net unrealized depreciation on forward foreign currency exchange contracts as follows:

See Notes to Financial Statements.

49

Schedule of Investments (concluded)

INTERNATIONAL OPPORTUNITIES FUND October 31, 2010

Open Forward Foreign Currency Exchange Contracts at October 31, 2010:

Forward Foreign Currency Exchange Contracts	Transaction Type	Counterparty		Expiration Date	Foreign Currency		U.S. $ Cost on Origination Date		U.S. $ Current Value		Unrealized Appreciation (Depreciation)
Australian dollar	Buy		UBS AG	12/9/2010		2,700,000	$	2,394,522	$	2,633,094	$	238,572
Brazilian real	Sell		UBS AG	12/9/2010		11,400,000		6,359,833		6,655,637		(295,804)
Canadian dollar	Buy		Goldman Sachs	12/9/2010		5,260,000		4,974,136		5,152,833		178,697
Canadian dollar	Buy		Barclays Bank plc	1/24/2011		2,670,000		2,573,990		2,612,586		38,596
Canadian dollar	Buy		Morgan Stanley	2/22/2011		11,985,000		11,668,549		11,718,246		49,697
euro	Sell		Merrill Lynch	11/2/2010		595,626		827,372		828,992		(1,620)
Japanese yen	Sell		Barclays Bank plc	12/9/2010		867,000,000		10,115,860		10,777,606		(661,746)
Philippine peso	Sell		UBS AG	2/14/2011		480,000,000		11,009,174		11,075,707		(66,533)
Singapore dollar	Buy		Credit Suisse	2/14/2011		6,550,000		5,058,306		5,060,974		2,668
South Korean won	Buy		Prudential Securities, Inc.	2/14/2011		8,950,000,000		7,897,988		7,924,094		26,106
Swiss franc	Buy		Goldman Sachs	12/9/2010		6,158,250		5,999,269		6,259,954		260,685
Net Unrealized Depreciation on Forward Foreign Currency Exchange Contracts											$	(230,682)

See Notes to Financial Statements.

50

Schedule of Investments

LARGE CAP VALUE FUND October 31, 2010

Investments	Shares		Value (000)
COMMON STOCKS 97.97%
Aerospace & Defense 1.30%
Honeywell International, Inc.		4,980	$	235
Raytheon Co.		1,480		68
United Technologies Corp.		3,900		292
Total				595
Automobiles 1.28%
Ford Motor Co.*		41,360		584
Beverages 1.73%
Coca-Cola Co. (The)		5,650		346
PepsiCo, Inc.		6,840		447
Total				793
Biotechnology 1.83%
Amgen, Inc.*		12,130		694
Human Genome Sciences, Inc.*		5,280		142
Total				836
Capital Markets 5.91%
Bank of New York Mellon Corp. (The)		5,754		144
Franklin Resources, Inc.		1,460		167
Goldman Sachs Group, Inc. (The)		8,390		1,350
Morgan Stanley		20,790		517
State Street Corp.		7,030		294
T. Rowe Price Group, Inc.		4,210		233
Total				2,705
Chemicals 4.93%
Agrium, Inc. (Canada)(a)		2,370		210
Dow Chemical Co. (The)		27,420		845
E.I. du Pont de Nemours & Co.		6,810		322
Monsanto Co.		5,050		300
Potash Corp. of Saskatchewan, Inc. (Canada)(a)		4,010		582
Total				2,259

Investments	Shares		Value (000)
Commercial Banks 7.18%
BB&T Corp.		2,590	$	61
Comerica, Inc.		7,940		284
Fifth Third Bancorp		37,170		467
PNC Financial Services Group, Inc. (The)		10,750		579
Regions Financial Corp.		22,780		144
SunTrust Banks, Inc.		18,100		453
Wells Fargo & Co.		49,740		1,297
Total				3,285
Communications Equipment 0.29%
Cisco Systems, Inc.*		5,800		132
Computers & Peripherals 1.50%
Dell, Inc.*		18,380		264
EMC Corp.*		10,990		231
Hewlett-Packard Co.		2,780		117
SMART Technologies, Inc. Class A (Canada)*(a)		5,910		77
Total				689
Consumer Finance 1.11%
Capital One Financial Corp.		13,600		507
Containers & Packaging 0.27%
Owens-Illinois, Inc.*		4,380		123
Diversified Financial Services 7.55%
Bank of America Corp.		104,369		1,194
Citigroup, Inc.*		186,500		778
JPMorgan Chase & Co.		39,410		1,483
Total				3,455
Diversified Telecommunication Services 3.71%
AT&T, Inc.		32,963		939
CenturyLink, Inc.		8,340		345
Verizon Communications, Inc.		12,770		415
Total				1,699
Electric: Utilities 1.21%
Duke Energy Corp.		8,450		154
NextEra Energy, Inc.		1,840		101

See Notes to Financial Statements.

51

Schedule of Investments (continued)

LARGE CAP VALUE FUND October 31, 2010

Investments	Shares		Value (000)
Electric: Utilities (continued)
Progress Energy, Inc.		1,520	$	68
Southern Co.		6,060		229
Total				552
Electronic Equipment, Instruments & Components 0.77%
Arrow Electronics, Inc.*		3,130		93
Avnet, Inc.*		5,290		157
Corning, Inc.		5,560		102
Total				352
Energy Equipment & Services 2.56%
Cameron International Corp.*		2,690		118
Halliburton Co.		16,700		532
Schlumberger Ltd.		7,479		523
Total				1,173
Food & Staples Retailing 0.82%
CVS Caremark Corp.		12,460		375
Food Products 1.45%
General Mills, Inc.		4,580		172
Kraft Foods, Inc. Class A		15,245		492
Total				664
Health Care Equipment & Supplies 0.46%
Baxter International, Inc.		3,180		162
Covidien plc (Ireland)(a)		1,220		49
Total				211
Health Care Providers & Services 2.18%
McKesson Corp.		6,100		402
UnitedHealth Group, Inc.		10,910		393
WellPoint, Inc.*		3,740		203
Total				998
Hotels, Restaurants & Leisure 3.29%
Carnival Corp. Unit		18,700		807
Marriott International, Inc. Class A		14,819		549

Investments	Shares		Value (000)
Starwood Hotels & Resorts Worldwide, Inc.		2,730	$	148
Total				1,504
Household Products 1.71%
Colgate-Palmolive Co.		2,100		162
Procter & Gamble Co. (The)		9,760		620
Total				782
Industrial Conglomerates 1.83%
General Electric Co.		52,420		840
Insurance 1.49%
MetLife, Inc.		8,630		348
Prudential Financial, Inc.		6,320		332
Total				680
Machinery 3.19%
Caterpillar, Inc.		6,680		525
Eaton Corp.		5,212		463
Joy Global, Inc.		1,410		100
Parker Hannifin Corp.		4,850		371
Total				1,459
Media 5.52%
News Corp. Class A		27,200		393
Omnicom Group, Inc.		6,300		277
Time Warner Cable, Inc.		6,983		404
Time Warner, Inc.		12,590		409
Viacom, Inc. Class B		7,920		306
Walt Disney Co. (The)		20,470		739
Total				2,528
Metals & Mining 3.61%
Barrick Gold Corp. (Canada)(a)		4,570		220
Cliffs Natural Resources, Inc.		5,270		344
Freeport-McMoRan Copper & Gold, Inc.		5,280		500
Newmont Mining Corp.		5,210		317
Nucor Corp.		540		21
United States Steel Corp.		5,900		252
Total				1,654

See Notes to Financial Statements.

52

Schedule of Investments (continued)

LARGE CAP VALUE FUND October 31, 2010

Investments	Shares		Value (000)
Multi-Line Retail 1.92%
J.C. Penney Co., Inc.		10,510	$	328
Kohl’s Corp.*		2,990		153
Target Corp.		7,640		397
Total				878
Multi-Utilities 0.20%
PG&E Corp.		1,880		90
Oil, Gas & Consumable Fuels 11.21%
Anadarko Petroleum Corp.		5,320		328
Apache Corp.		3,450		349
Cenovus Energy, Inc. (Canada)(a)		1,700		47
Chevron Corp.		13,720		1,133
Devon Energy Corp.		2,520		164
El Paso Corp.		16,760		222
EnCana Corp. (Canada)(a)		1,700		48
EOG Resources, Inc.		1,840		176
Exxon Mobil Corp.		9,871		656
Hess Corp.		11,830		746
Occidental Petroleum Corp.		7,020		552
Range Resources Corp.		3,030		113
Southwestern Energy Co.*		4,190		142
Suncor Energy, Inc. (Canada)(a)		14,250		456
Total				5,132
Pharmaceuticals 7.21%
Abbott Laboratories		6,070		312
Johnson & Johnson		10,340		658
Merck & Co., Inc.		25,110		911
Pfizer, Inc.		64,730		1,126
Teva Pharmaceutical Industries Ltd. ADR		5,660		294
Total				3,301
Real Estate Investment Trusts 0.84%
Host Hotels & Resorts, Inc.		24,258		385
Road & Rail 2.05%
Hertz Global Holdings, Inc.*		55,740		631
Union Pacific Corp.		3,530		310
Total				941

Investments	Shares		Value (000)
Semiconductors & Semiconductor Equipment 1.90%
Intel Corp.		20,560	$	413
Micron Technology, Inc.*		21,740		180
Texas Instruments, Inc.		9,420		279
Total				872
Software 2.25%
Activision Blizzard, Inc.		21,770		250
Adobe Systems, Inc.*		16,700		470
Microsoft Corp.		4,330		115
Oracle Corp.		6,670		196
Total				1,031
Specialty Retail 0.23%
Best Buy Co., Inc.		2,500		107
Tobacco 1.12%
Altria Group, Inc.		8,980		228
Philip Morris International, Inc.		4,830		283
Total				511
Wireless Telecommunication Services 0.36%
Crown Castle International Corp.*		3,870		167
Total Common Stocks (cost $38,130,089)				44,849

See Notes to Financial Statements.

53

Schedule of Investments (concluded)

LARGE CAP VALUE FUND October 31, 2010

Investments	Principal Amount (000)		Value (000)
SHORT-TERM INVESTMENT 2.19%
Repurchase Agreement
Repurchase Agreement dated 10/29/2010, 0.02% due 11/1/2010 with Fixed Income Clearing Corp. collateralized by $975,000 of Federal Home Loan Mortgage Corp. at 5.25% due 7/18/2011; value: $1,023,750; proceeds: $1,002,381 (cost $1,002,380)	$	1,002	$	1,002
Total Investments in Securities 100.16% (cost $39,132,469)				45,851
Liabilities in Excess of Other Assets (0.16%)				(72	)
Net Assets 100.00%			$	45,779

ADR	American Depositary Receipt.
Unit	More than one class of securities traded together.
*	Non-income producing security.
(a)	Foreign security traded in U.S. dollars.

See Notes to Financial Statements.

54

Schedule of Investments

VALUE OPPORTUNITIES FUND October 31, 2010

Investments	Shares		Value (000)
COMMON STOCKS 93.67%
Aerospace & Defense 2.15%
Hexcel Corp.*		697,636	$	12,397
Spirit AeroSystems Holdings, Inc. Class A*		556,272		12,038
Total				24,435
Air Freight & Logistics 1.74%
Atlas Air Worldwide Holdings, Inc.*		148,500		7,761
C.H. Robinson Worldwide, Inc.		169,600		11,953
Total				19,714
Auto Components 1.35%
Gentex Corp.		766,900		15,323
Automobiles 0.59%
Harley-Davidson, Inc.		216,703		6,648
Building Products 0.91%
Crane Co.		225,100		8,612
Trex Co., Inc.*		94,585		1,698
Total				10,310
Capital Markets 1.85%
Lazard Ltd. Class A		569,200		21,003
Chemicals 4.17%
Albemarle Corp.		426,320		21,371
Eastman Chemical Co.		110,900		8,713
Olin Corp.		860,300		17,197
Total				47,281
Commercial Banks 6.87%
Comerica, Inc.		407,551		14,582
Commerce Bancshares, Inc.		336,918		12,412
Cullen/Frost Bankers, Inc.		142,700		7,483
East West Bancorp, Inc.		333,800		5,885
Fifth Third Bancorp		631,200		7,928
First Financial Bancorp		598,201		10,074

Investments	Shares		Value (000)
Huntington Bancshares, Inc.		650,000	$	3,685
KeyCorp		1,573,200		12,885
Webster Financial Corp.		176,703		3,025
Total				77,959
Commercial Services & Supplies 2.06%
Tetra Tech, Inc.*		489,900		10,317
Waste Connections, Inc.		320,200		13,045
Total				23,362
Computers & Peripherals 0.69%
Diebold, Inc.		255,300		7,825
Construction & Engineering 2.70%
Chicago Bridge & Iron Co. NV (Netherlands)*(a)		440,200		11,097
EMCOR Group, Inc.*		402,200		10,397
Jacobs Engineering Group, Inc.*		236,800		9,143
Total				30,637
Diversified Financial Services 1.41%
CIT Group, Inc.*		369,900		16,028
Electric: Utilities 1.10%
Cleco Corp.		398,600		12,464
Electrical Equipment 3.36%
AMETEK, Inc.		223,700		12,091
EnerSys*		621,754		16,389
Roper Industries, Inc.		139,600		9,692
Total				38,172
Electronic Equipment, Instruments & Components 2.11%
Amphenol Corp. Class A		191,000		9,575
Plexus Corp.*		472,500		14,340
Total				23,915
Energy Equipment & Services 4.41%
Bristow Group, Inc.*		262,452		10,178
Key Energy Services, Inc.*		1,171,700		11,541

See Notes to Financial Statements.

55

Schedule of Investments (continued)

VALUE OPPORTUNITIES FUND October 31, 2010

Investments	Shares		Value (000)
Energy Equipment & Services (continued)
Oceaneering International, Inc.*		109,900	$	6,800
Superior Energy Services, Inc.*		461,100		12,736
Weatherford International Ltd. (Switzerland)*(a)		526,800		8,855
Total				50,110
Food Products 2.17%
Bunge Ltd.		178,100		10,698
J.M. Smucker Co. (The)		123,800		7,958
Lance, Inc.		265,000		6,026
Total				24,682
Gas Utilities 1.62%
UGI Corp.		609,400		18,337
Health Care Equipment & Supplies 1.23%
Kinetic Concepts, Inc.*		132,726		5,048
Teleflex, Inc.		160,800		8,965
Total				14,013
Health Care Providers & Services 2.01%
Coventry Health Care, Inc.*		356,100		8,340
LifePoint Hospitals, Inc.*		77,199		2,619
McKesson Corp.		114,000		7,522
Universal Health Services, Inc. Class B		105,712		4,363
Total				22,844
Hotels, Restaurants & Leisure 2.13%
Bravo Brio Restaurant Group, Inc.*		381,950		6,875
Darden Restaurants, Inc.		250,500		11,450
Hyatt Hotels Corp. Class A*		145,700		5,872
Total				24,197
Household Durables 1.23%
Fortune Brands, Inc.		258,000		13,945

Investments	Shares		Value (000)
Information Technology Services 6.51%
Alliance Data Systems Corp.*		256,500	$	15,575
Amdocs Ltd. (Guernsey)*(a)		494,998		15,186
Fiserv, Inc.*		308,359		16,812
Global Payments, Inc.		175,622		6,842
Sapient Corp.		1,478,627		19,459
Total				73,874
Insurance 3.59%
Brown & Brown, Inc.		510,000		11,368
HCC Insurance Holdings, Inc.		453,072		11,997
PartnerRe Ltd.		219,900		17,442
Total				40,807
Life Sciences Tools & Services 1.59%
PerkinElmer, Inc.		769,500		18,045
Machinery 3.85%
Actuant Corp. Class A		269,500		6,056
EnPro Industries, Inc.*		164,595		5,784
RBC Bearings, Inc.*		270,080		8,999
Trinity Industries, Inc.		317,100		7,208
WABCO Holdings, Inc.*		337,700		15,676
Total				43,723
Marine 0.62%
Kirby Corp.*		163,638		7,035
Media 4.23%
Interpublic Group of Cos., Inc. (The)*		2,521,000		26,092
John Wiley & Sons, Inc. Class A		230,100		9,931
Meredith Corp.		353,300		11,995
Total				48,018
Metals & Mining 5.19%
Agnico-Eagle Mines Ltd. (Canada)(a)		231,800		17,985
Allegheny Technologies, Inc.		93,016		4,901

See Notes to Financial Statements.

56

Schedule of Investments (continued)

VALUE OPPORTUNITIES FUND October 31, 2010

Investments	Shares		Value (000)
Metals & Mining (continued)
Carpenter Technology Corp.		235,576	$	8,401
IAMGOLD Corp. (Canada)(a)		679,700		12,425
Reliance Steel & Aluminum Co.		362,300		15,162
Total				58,874
Multi-Utilities 0.89%
Wisconsin Energy Corp.		169,083		10,067
Oil, Gas & Consumable Fuels 2.48%
Concho Resources, Inc.*		202,800		13,926
Petrohawk Energy Corp.*		325,400		5,535
Range Resources Corp.		231,500		8,656
Total				28,117
Pharmaceuticals 2.09%
Warner Chilcott plc Class A (Ireland)(a)		253,500		6,094
Watson Pharmaceuticals, Inc.*		376,800		17,578
Total				23,672
Professional Services 1.04%
Robert Half International, Inc.		156,300		4,237
TrueBlue, Inc.*		537,300		7,549
Total				11,786
Real Estate Investment Trusts 2.35%
DiamondRock Hospitality Co.*		720,138		7,619
Duke Realty Corp.		725,400		9,046
DuPont Fabros Technology, Inc.		133,373		3,348
Host Hotels & Resorts, Inc.		422,999		6,721
Total				26,734
Road & Rail 3.24%
Genesee & Wyoming, Inc. Class A*		197,600		9,135
Heartland Express, Inc.		706,529		10,534

Investments	Shares		Value (000)
Kansas City Southern*		268,300	$	11,757
Knight Transportation, Inc.		298,200		5,329
Total				36,755
Semiconductors & Semiconductor Equipment 2.08%
Atheros Communications, Inc.*		150,559		4,673
Cypress Semiconductor Corp.*		730,900		10,306
Lam Research Corp.*		188,400		8,627
Total				23,606
Software 2.16%
Autodesk, Inc.*		177,800		6,433
Nuance Communications, Inc.*		517,000		8,122
Rovi Corp.*		196,478		9,952
Total				24,507
Specialty Retail 2.01%
CarMax, Inc.*		149,000		4,617
Dress Barn, Inc. (The)*		65,158		1,495
Regis Corp.		814,952		16,666
Total				22,778
Textiles, Apparel & Luxury Goods 1.89%
Phillips-Van Heusen Corp.		280,300		17,194
Vera Bradley, Inc.*		157,072		4,296
Total				21,490
Total Common Stocks (cost $908,165,521)				1,063,092

See Notes to Financial Statements.

57

Schedule of Investments (concluded)

VALUE OPPORTUNITIES FUND October 31, 2010

Investments	Principal Amount (000)		Value (000)
SHORT-TERM INVESTMENT 6.07%
Repurchase Agreement
Repurchase Agreement dated 10/29/2010, 0.02% due 11/1/2010 with Fixed Income Clearing Corp. collateralized by $70,215,000 of Federal Home Loan Bank at 0.31% due 4/1/2011; value: $70,302,769; proceeds: $68,923,843 (cost $68,923,728)	$	68,924	$	68,924
Total Investments in Securities 99.74% (cost $977,089,249)				1,132,016
Other Assets in Excess of Liabilities 0.26%				2,949
Net Assets 100.00%			$	1,134,965

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

See Notes to Financial Statements.

58

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59

Statements of Assets and Liabilities

October 31, 2010

	Alpha Strategy Fund			Fundamental Equity Fund			International Core Equity Fund
ASSETS:
Investments in securities, at cost	$	761,058,805		$	2,708,513,945		$	820,926,080
Investments in securities, at value	$	818,323,899		$	3,146,825,892		$	968,652,793
Cash		–			–			290,000
Foreign cash, at value (cost $0, $0, $7,676,592, $1,067,806, $5,230,001, $0 and $0, respectively)		–			–			7,851,483
Receivables:
Interest and dividends		–			1,583,524			3,122,893
Investment securities sold		–			10,965,775			4,792,965
Capital shares sold		2,366,141			10,715,345			1,272,599
From affiliates (See Note 3)		77,746			–			–
From advisor (See Note 3)		–			–			195,807
Unrealized appreciation on forward foreign currency exchange contracts		–			–			2,628,058
Prepaid expenses and other assets		30,143			132,958			12,153
Total assets		820,797,929			3,170,223,494			988,818,751
LIABILITIES:
Payables:
Investment securities purchased		488,419			9,725,590			936,818
Capital shares reacquired		1,189,446			5,439,576			1,320,677
Management fee		–			1,390,221			624,530
12b-1 distribution fees		413,807			1,506,090			296,354
Fund administration		–			104,763			33,308
Trustees’ fees		59,461			523,136			120,718
To bank		–			–			–
To affiliates (See Note 3)		–			8,645			14,918
Unrealized depreciation on forward foreign currency exchange contracts		–			–			603,998
Accrued expenses and other liabilities		278,933			799,645			451,968
Total liabilities		2,430,066			19,497,666			4,403,289
NET ASSETS	$	818,367,863		$	3,150,725,828		$	984,415,462
COMPOSITION OF NET ASSETS:
Paid-in capital	$	784,866,139		$	2,841,241,442		$	1,218,804,573
Undistributed (distributions in excess of) net investment income		(59,461	)		5,878,474			8,681,298
Accumulated net realized gain (loss) on investments and foreign currency related transactions		(23,703,909	)		(134,706,035	)		(393,110,961	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		57,265,094			438,311,947			150,040,552
Net Assets	$	818,367,863		$	3,150,725,828		$	984,415,462

See Notes to Financial Statements.

60

International Dividend Income Fund			International Opportunities Fund			Large Cap Value Fund			Value Opportunities Fund
$	396,700,746		$	293,631,175		$	39,132,469		$	977,089,249
$	449,090,255		$	363,755,486		$	45,851,472		$	1,132,016,189
	–			550,000			–			–
	1,073,363			5,273,055			–			–
	1,338,778			698,374			51,277			212,566
	4,194,430			7,158,133			98,276			19,152,861
	2,163,658			154,341			29,512			6,705,808
	–			–			–			–
	127,662			–			–			6,996
	1,542,408			795,021			–			–
	47,565			5,899			22,345			24,646
	459,578,119			378,390,309			46,052,882			1,158,119,066
	3,341,398			7,165,668			88,691			20,079,420
	795,095			135,334			75,572			1,527,962
	283,411			231,444			15,706			695,834
	61,837			73,685			15,829			479,196
	15,115			12,344			1,571			37,335
	9,206			49,693			7,952			30,397
	–			–			9,752			–
	22,671			22,602			–			11,790
	528,235			1,025,703			–			–
	136,118			153,872			58,537			292,418
	5,193,086			8,870,345			273,610			23,154,352
$	454,385,033		$	369,519,964		$	45,779,272		$	1,134,964,714
$	433,212,366		$	414,022,209		$	57,742,888		$	975,806,950
	(78,262	)		(72,719	)		132,280			95,800
	(32,184,848	)		(114,403,165	)		(18,814,893	)		4,135,024
	53,435,777			69,973,639			6,718,997			154,926,940
$	454,385,033		$	369,519,964		$	45,779,272		$	1,134,964,714

See Notes to Financial Statements.

61

Statements of Assets and Liabilities (concluded)

October 31, 2010

	Alpha Strategy Fund		Fundamental Equity Fund		International Core Equity Fund
Net assets by class:
Class A Shares	$	404,804,007	$	1,850,568,700	$	542,451,505
Class B Shares	$	33,393,833	$	149,531,101	$	39,254,921
Class C Shares	$	208,051,293	$	603,638,662	$	91,549,924
Class F Shares	$	120,315,793	$	282,018,184	$	31,153,081
Class I Shares	$	25,425,511	$	162,113,782	$	267,252,584
Class P Shares		–	$	30,597,706	$	1,765,291
Class R2 Shares	$	3,436,683	$	4,443,941	$	569,954
Class R3 Shares	$	22,940,743	$	67,813,752	$	10,418,202
Outstanding shares by class (unlimited number of authorized shares of beneficial interest):
Class A Shares		18,458,465		155,590,754		44,743,565
Class B Shares		1,608,691		13,180,095		3,294,825
Class C Shares		10,092,257		53,416,596		7,671,032
Class F Shares		5,492,077		23,779,250		2,579,491
Class I Shares		1,152,818		13,550,713		21,880,126
Class P Shares		–		2,603,474		146,573
Class R2 Shares		157,965		378,057		46,954
Class R3 Shares		1,054,147		5,745,844		868,463
Net asset value, offering and redemption price per share (Net assets divided by outstanding shares):
Class A Shares–Net asset value		$21.93		$11.89		$12.12
Class A Shares–Maximum offering price (Net asset value plus sales charge of 5.75%)		$23.27		$12.62		$12.86
Class B Shares–Net asset value		$20.76		$11.35		$11.91
Class C Shares–Net asset value		$20.61		$11.30		$11.93
Class F Shares–Net asset value		$21.91		$11.86		$12.08
Class I Shares–Net asset value		$22.06		$11.96		$12.21
Class P Shares–Net asset value		–		$11.75		$12.04
Class R2 Shares–Net asset value		$21.76		$11.75		$12.14
Class R3 Shares–Net asset value		$21.76		$11.80		$12.00

See Notes to Financial Statements.

62

International Dividend Income Fund		International Opportunities Fund		Large Cap Value Fund		Value Opportunities Fund
$	162,610,743	$	98,272,232	$	27,610,706	$	582,806,063
	–	$	14,306,578	$	2,418,515	$	19,109,657
$	13,560,913	$	19,968,729	$	5,498,759	$	147,192,923
$	12,744,972	$	933,614	$	591,975	$	168,415,274
$	265,347,523	$	232,027,365	$	9,538,403	$	190,103,117
	–	$	899,580	$	12,644	$	4,344,437
$	9,614	$	95,863	$	9,781	$	2,537,679
$	111,268	$	3,016,003	$	98,489	$	20,455,564
	18,816,897		7,637,001		2,914,577		40,345,746
	–		1,171,251		259,902		1,361,757
	1,577,244		1,644,817		590,828		10,490,175
	1,473,566		72,899		62,713		11,652,161
	30,629,710		17,598,384		1,000,592		13,050,826
	–		68,887		1,330.366		301,732
	1,097		7,509		1,030.438		176,936
	12,777		237,146		10,405		1,426,064
	$8.64		$12.87		$  9.47		$14.45
	$9.17		$13.66		$10.05		$15.33
	–		$12.21		$  9.31		$14.03
	$8.60		$12.14		$  9.31		$14.03
	$8.65		$12.81		$  9.44		$14.45
	$8.66		$13.18		$  9.53		$14.57
	–		$13.06		$  9.50		$14.40
	$8.76		$12.77		$  9.49		$14.34
	$8.71		$12.72		$  9.47		$14.34

See Notes to Financial Statements.

63

Statements of Operations

For the Year Ended October 31, 2010

	Alpha Strategy Fund			Fundamental Equity Fund			International Core Equity Fund
Investment income:
Dividends (net of foreign withholding taxes of $0, $221,917, $1,851,737, $2,037,194, $539,750, $2,995 and $0, respectively)	$	1,225,921		$	42,985,725		$	20,091,795
Interest and other		166			11,867			4,284
Total investment income		1,226,087			42,997,592			20,096,079
Expenses:
Management fee		684,885			15,202,262			6,803,706
12b-1 distribution plan-Class A		1,235,975			6,149,453			1,910,057
12b-1 distribution plan-Class B		332,147			1,609,540			411,176
12b-1 distribution plan-Class C		1,802,723			5,460,102			957,837
12b-1 distribution plan-Class F		79,807			166,070			18,076
12b-1 distribution plan-Class P		–			136,349			6,838
12b-1 distribution plan-Class R2		13,584			11,976			1,360
12b-1 distribution plan-Class R3		76,780			236,229			26,944
Shareholder servicing		1,402,803			4,502,634			1,661,223
Professional		35,037			71,874			62,399
Reports to shareholders		78,489			293,728			107,667
Fund administration		–			1,140,181			362,864
Custody		11,078			53,669			353,304
Trustees’ fees		18,266			79,364			26,104
Registration		119,261			221,439			100,062
Subsidy (See Note 3)		–			175,369			330,073
Other		21,304			99,267			44,963
Gross expenses		5,912,139			35,609,506			13,184,653
Expense reductions (See Note 7)		(693	)		(2,886	)		(750	)
Management fee waived (See Note 3)		(684,885	)		–			(2,322,558	)
Expenses assumed by Underlying Funds (See Note 3)		(1,685,545	)		–			–
Net expenses		3,541,016			35,606,620			10,861,345
Net investment income (loss)		(2,314,929	)		7,390,972			9,234,734
Net realized and unrealized gain (loss):
Net realized gain (loss) on investments (net of foreign capital gain tax) and foreign currency related transactions		(251,202	)*		196,139,160			25,921,529
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies		159,498,677			284,005,592			51,292,057
Net realized and unrealized gain		159,247,475			480,144,752			77,213,586
Net Increase in Net Assets Resulting From Operations	$	156,932,546		$	487,535,724		$	86,448,320

* Includes net realized loss from affiliated issuers of $(284,567) (See Note 10).

See Notes to Financial Statements.

64

International Dividend Income Fund			International Opportunities Fund			Large Cap Value Fund			Value Opportunities Fund
$	19,456,291		$	6,727,622		$	774,633		$	10,084,371
	24,272			32,436			236			9,386
	19,480,563			6,760,058			774,869			10,093,757
	2,724,498			2,415,758			195,259			6,524,090
	359,404			321,382			99,629			1,628,313
	–			153,097			25,437			197,171
	87,920			200,647			57,681			1,126,016
	8,653			610			488			97,682
	–			3,430			55			17,154
	5			580			–			10,806
	363			7,898			133			61,512
	226,531			448,113			70,888			1,181,362
	54,386			57,926			45,194			54,082
	24,737			24,731			6,454			95,948
	145,307			128,840			19,526			348,200
	246,799			172,870			8,221			22,994
	9,550			8,968			1,428			21,596
	92,385			74,866			60,350			150,684
	471,783			468,540			–			259,209
	16,041			20,034			9,268			27,557
	4,468,362			4,508,290			600,011			11,824,376
	(173	)		(141	)		(46	)		(879	)
	(1,098,022	)		–			–			(7,047	)
	–			–			–			–
	3,370,167			4,508,149			599,965			11,816,450
	16,110,396			2,251,909			174,904			(1,722,693	)
	4,874,405			31,951,682			3,255,118			61,081,094
	15,897,636			29,946,669			1,278,332			110,216,696
	20,772,041			61,898,351			4,533,450			171,297,790
$	36,882,437		$	64,150,260		$	4,708,354		$	169,575,097

See Notes to Financial Statements.

65

Statements of Changes in Net Assets

	Alpha Strategy Fund
INCREASE IN NET ASSETS	For the Year Ended October 31, 2010			For the Year Ended October 31, 2009
Operations:
Net investment income (loss)	$	(2,314,929	)	$	(634,842	)
Net realized gain (loss) on investments and foreign currency related transactions		(251,202	)		(18,928,639	)
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies		159,498,677			102,595,833
Net increase in net assets resulting from operations		156,932,546			83,032,352
Distributions to shareholders from:
Net investment income
Class A		(408,592	)		(494,752	)
Class B		–			–
Class C		–			–
Class F		(136,954	)		(35,304	)
Class I		(71,517	)		(54,877	)
Class P		–			–
Class R2		–			(1,180	)
Class R3		(5,165	)		(15,394	)
Net realized gain
Class A		–			(19,003,782	)
Class B		–			(2,310,730	)
Class C		–			(9,107,549	)
Class F		–			(463,904	)
Class I		–			(638,401	)
Class R2		–			(48,485	)
Class R3		–			(320,424	)
Total distributions to shareholders		(622,228	)		(32,494,782	)
Capital share transactions (Net of share conversions) (See Note 12):
Net proceeds from sales of shares		343,236,618			169,481,954
Reinvestment of distributions		487,570			27,229,784
Cost of shares reacquired		(210,541,095	)		(149,121,142	)
Net increase (decrease) in net assets resulting from capital share transactions		133,183,093			47,590,596
Net increase in net assets		289,493,411			98,128,166
NET ASSETS:
Beginning of year	$	528,874,452		$	430,746,286
End of year	$	818,367,863		$	528,874,452
Undistributed (distributions in excess of) net investment income	$	(59,461	)	$	(54,293	)

See Notes to Financial Statements.

66

Fundamental Equity Fund						International Core Equity Fund
For the Year Ended October 31, 2010			For the Year Ended October 31, 2009			For the Year Ended October 31, 2010			For the Year Ended October 31, 2009
$	7,390,972		$	2,686,382		$	9,234,734		$	7,001,487
	196,139,160			(288,541,654	)		25,921,529			(220,158,466	)
	284,005,592			583,449,890			51,292,057			434,137,412
	487,535,724			297,594,618			86,448,320			220,980,433
	(659,576	)		(10,797,172	)		(3,954,685	)		(12,986,796	)
	–			–			(64,050	)		(531,069	)
	–			–			(142,638	)		(1,149,088	)
	(236,490	)		(103,050	)		(87,154	)		(51,481	)
	(446,175	)		(636,029	)		(1,664,331	)		(3,707,413	)
	–			(146,405	)		(9,814	)		(27,708	)
	(12	)		(3,122	)		(32	)		(163	)
	(1,459	)		(119,358	)		(10,925	)		(16,857	)
	–			–			–			–
	–			–			–			–
	–			–			–			–
	–			–			–			–
	–			–			–			–
	–			–			–			–
	–			–			–			–
	(1,343,712	)		(11,805,136	)		(5,933,629	)		(18,470,575	)
	884,739,296			704,211,694			253,678,647			155,799,233
	1,167,205			11,157,952			5,700,211			17,506,373
	(755,666,554	)		(670,276,536	)		(259,113,735	)		(252,355,203	)
	130,239,947			45,093,110			265,123			(79,049,597	)
	616,431,959			330,882,592			80,779,814			123,460,261
$	2,534,293,869		$	2,203,411,277		$	903,635,648		$	780,175,387
$	3,150,725,828		$	2,534,293,869		$	984,415,462		$	903,635,648
$	5,878,474		$	(53,000	)	$	8,681,298		$	3,803,601

See Notes to Financial Statements.

67

Statements of Changes in Net Assets (continued)

	International Dividend Income Fund
INCREASE (DECREASE) IN NET ASSETS	For the Year Ended October 31, 2010			For the Year Ended October 31, 2009
Operations:
Net investment income	$	16,110,396		$	6,416,956
Net realized gain (loss) on investments and foreign currency related transactions		4,874,405			(16,517,581	)
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies		15,897,636			67,339,160
Net increase in net assets resulting from operations		36,882,437			57,238,535
Distributions to shareholders from:
Net investment income
Class A		(4,561,154	)		(1,128,282	)
Class B		–			–
Class C		(338,384	)		(45,092	)
Class F		(418,562	)		(5,176	)
Class I		(10,893,012	)		(5,046,074	)
Class P		–			–
Class R2		(340	)		(238	)
Class R3		(3,176	)		(245	)
Total distributions to shareholders		(16,214,628	)		(6,225,107	)
Capital share transactions (Net of share conversions) (See Note 12):
Net proceeds from sales of shares		182,412,817			146,808,974
Reinvestment of distributions		15,448,105			6,048,660
Cost of shares reacquired		(48,932,061	)		(11,788,979	)
Net increase (decrease) in net assets resulting from capital share transactions		148,928,861			141,068,655
Net increase (decrease) in net assets		169,596,670			192,082,083
NET ASSETS:
Beginning of year	$	284,788,363		$	92,706,280
End of year	$	454,385,033		$	284,788,363
Undistributed (distributions in excess of) net investment income	$	(78,262	)	$	153,008

See Notes to Financial Statements.

68

International Opportunities Fund						Large Cap Value Fund
For the Year Ended October 31, 2010			For the Year Ended October 31, 2009			For the Year Ended October 31, 2010			For the Year Ended October 31, 2009
$	2,251,909		$	1,432,247		$	174,904		$	414,153
	31,951,682			(63,319,994	)		3,255,118			(14,750,983	)
	29,946,669			155,917,304			1,278,332			16,617,404
	64,150,260			94,029,557			4,708,354			2,280,574
	(737,916	)		(468,483	)		(182,090	)		(360,321	)
	(42,887	)		–			(1,019	)		(21,657	)
	(71,685	)		–			(6,371	)		(41,102	)
	(3,766	)		(1,516	)		(1,969	)		(541	)
	(1,728,359	)		(1,433,999	)		(110,549	)		(351,007	)
	(5,290	)		(997	)		(65	)		(166	)
	(941	)		(136	)		–			–
	(5,737	)		(272	)		–			–
	(2,596,581	)		(1,905,403	)		(302,063	)		(774,794	)
	67,712,764			35,650,692			12,636,156			22,506,779
	2,553,126			1,882,036			264,761			679,787
	(55,543,408	)		(45,563,525	)		(18,605,150	)		(22,676,612	)
	14,722,482			(8,030,797	)		(5,704,233	)		509,954
	76,276,161			84,093,357			(1,297,942	)		2,015,734
$	293,243,803		$	209,150,446		$	47,077,214		$	45,061,480
$	369,519,964		$	293,243,803		$	45,779,272		$	47,077,214
$	(72,719	)	$	151,774		$	132,280		$	259,125

See Notes to Financial Statements.

69

Statements of Changes in Net Assets (concluded)

	Value Opportunities Fund
INCREASE IN NET ASSETS	For the Year Ended October 31, 2010			For the Year Ended October 31, 2009
Operations:
Net investment loss	$	(1,722,693	)	$	(1,318,373	)
Net realized gain (loss) on investments		61,081,094			(31,924,730	)
Net change in unrealized appreciation/depreciation on investments		110,216,696			101,544,068
Net increase in net assets resulting from operations		169,575,097			68,300,965
Distributions to shareholders from:
Net investment income
Class A		–			(206,714	)
Class F		–			(33,314	)
Class I		–			(425,649	)
Class R3		–			(3,458	)
Total distributions to shareholders		–			(669,135	)
Capital share transactions (Net of share conversions) (See Note 12):
Net proceeds from sales of shares		702,432,233			280,778,475
Reinvestment of distributions		–			624,834
Cost of shares reacquired		(268,099,393	)		(82,289,745	)
Net increase in net assets resulting from capital share transactions		434,332,840			199,113,564
Net increase in net assets		603,907,937			266,745,394
NET ASSETS:
Beginning of year	$	531,056,777		$	264,311,383
End of year	$	1,134,964,714		$	531,056,777
Undistributed net investment income	$	95,800		$	26,074

See Notes to Financial Statements.

70

Financial Highlights

ALPHA STRATEGY FUND

	Class A Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$17.24			$15.58			$29.08			$23.68			$19.11
Investment operations:
Net investment income (loss)(a)		(.03	)		.01			(.02	)		(.04	)		(.06	)
Net realized and unrealized gain (loss)		4.74			2.81			(11.23	)		6.44			4.63
Total from investment operations		4.71			2.82			(11.25	)		6.40			4.57
Distributions to shareholders from:
Net investment income		(.02	)		(.03	)		(.76	)		(.74	)		–
Net realized gain		–			(1.13	)		(1.49	)		(.26	)		–
Total distributions		(.02	)		(1.16	)		(2.25	)		(1.00	)		–
Net asset value, end of year		$21.93			$17.24			$15.58			$29.08			$23.68
Total Return(b)		27.36	%		20.57	%		(41.64	)%		28.00	%		23.91	%
Ratios to Average Net Assets:*
Expenses, excluding expense reductions and including expenses assumed and management fee waived		.35	%		.35	%		.35	%		.35	%		.35	%
Expenses, including expense reductions, expenses assumed and management fee waived		.35	%		.35	%		.35	%		.35	%		.35	%
Expenses, excluding expense reductions, expenses assumed and management fee waived		.70	%		.87	%		.76	%		.79	%		.80	%
Net investment income (loss)		(.16	)%		.09	%		(.09	)%		(.17	)%		(.28	)%
Supplemental Data:
Net assets, end of year (000)		$404,804			$296,989			$257,398			$332,175			$196,448
Portfolio turnover rate		1.16	%		7.18	%		7.64	%		39.09	%		8.83	%

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

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

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

See Notes to Financial Statements.

71

Financial Highlights (continued)

ALPHA STRATEGY FUND

	Class B Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$16.41			$14.94			$27.98			$22.79			$18.51
Investment operations:
Net investment loss(a)		(.15	)		(.08	)		(.15	)		(.20	)		(.20	)
Net realized and unrealized gain (loss)		4.50			2.68			(10.81	)		6.21			4.48
Total from investment operations		4.35			2.60			(10.96	)		6.01			4.28
Distributions to shareholders from:
Net investment income		–			–			(.59	)		(.56	)		–
Net realized gain		–			(1.13	)		(1.49	)		(.26	)		–
Total distributions		–			(1.13	)		(2.08	)		(.82	)		–
Net asset value, end of year		$20.76			$16.41			$14.94			$27.98			$22.79
Total Return(b)		26.51	%		19.86	%		(42.04	)%		27.17	%		23.12	%
Ratios to Average Net Assets:*
Expenses, excluding expense reductions and including expenses assumed and management fee waived		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Expenses, including expense reductions, expenses assumed and management fee waived		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Expenses, excluding expense reductions, expenses assumed and management fee waived		1.35	%		1.52	%		1.42	%		1.44	%		1.44	%
Net investment loss		(.79	)%		(.55	)%		(.70	)%		(.79	)%		(.92	)%
Supplemental Data:
Net assets, end of year (000)		$33,394			$31,294			$31,193			$58,045			$47,954
Portfolio turnover rate		1.16	%		7.18	%		7.64	%		39.09	%		8.83	%

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

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

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

See Notes to Financial Statements.

72

Financial Highlights (continued)

ALPHA STRATEGY FUND

	Class C Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$16.29			$14.85			$27.87			$22.79			$18.51
Investment operations:
Net investment loss(a)		(.15	)		(.08	)		(.16	)		(.21	)		(.20	)
Net realized and unrealized gain (loss)		4.47			2.65			(10.73	)		6.21			4.48
Total from investment operations		4.32			2.57			(10.89	)		6.00			4.28
Distributions to shareholders from:
Net investment income		–			–			(.64	)		(.66	)		–
Net realized gain		–			(1.13	)		(1.49	)		(.26	)		–
Total distributions		–			(1.13	)		(2.13	)		(.92	)		–
Net asset value, end of year		$20.61			$16.29			$14.85			$27.87			$22.79
Total Return(b)		26.52	%		19.78	%		(42.02	)%		27.20	%		23.12	%
Ratios to Average Net Assets:*
Expenses, excluding expense reductions and including expenses assumed and management fee waived		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Expenses, including expense reductions, expenses assumed and management fee waived		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Expenses, excluding expense reductions, expenses assumed and management fee waived		1.35	%		1.52	%		1.41	%		1.44	%		1.45	%
Net investment loss		(.81	)%		(.59	)%		(.74	)%		(.83	)%		(.92	)%
Supplemental Data:
Net assets, end of year (000)		$208,051			$150,633			$122,504			$145,528			$75,193
Portfolio turnover rate		1.16	%		7.18	%		7.64	%		39.09	%		8.83	%

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

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

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

See Notes to Financial Statements.

73

Financial Highlights (continued)

ALPHA STRATEGY FUND

	Class F Shares
	Year Ended 10/31									9/28/2007(a) to 10/31/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$17.22			$15.58			$29.09			$27.77
Investment operations:
Net investment income (loss)(b)		–	(c)		.01			(.02	)		–	(c)
Net realized and unrealized gain (loss)		4.76			2.85			(11.17	)		1.32
Total from investment operations		4.76			2.86			(11.19	)		1.32
Distributions to shareholders from:
Net investment income		(.07	)		(.09	)		(.83	)		–
Net realized gain		–			(1.13	)		(1.49	)		–
Total distributions		(.07	)		(1.22	)		(2.32	)		–
Net asset value, end of period		$21.91			$17.22			$15.58			$29.09
Total Return(d)		27.67	%		20.95	%		(41.50	)%		4.75	%(e)
Ratios to Average Net Assets:*
Expenses, excluding expense reductions and including expenses assumed and management fee waived		.10	%		.10	%		.10	%		.01	%(e)
Expenses, including expense reductions, expenses assumed and management fee waived		.10	%		.10	%		.10	%		.01	%(e)
Expenses, excluding expense reductions, expenses assumed and management fee waived		.44	%		.60	%		.55	%		.07	%(e)
Net investment income (loss)		(.01	)%		.05	%		(.11	)%		(.01	)%(e)
Supplemental Data:
Net assets, end of period (000)		$120,316			$29,762			$6,845			$11
Portfolio turnover rate		1.16	%		7.18	%		7.64	%		39.09	%

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

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

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

^(c) Amount is less than $.01.

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

^(e) Not annualized.

See Notes to Financial Statements.

74

Financial Highlights (continued)

ALPHA STRATEGY FUND

	Class I Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$17.33			$15.67			$29.23			$23.77			$19.12
Investment operations:
Net investment income(a)		.04			.06			.01			.05			.02
Net realized and unrealized gain (loss)		4.77			2.83			(11.24	)		6.47			4.63
Total from investment operations		4.81			2.89			(11.23	)		6.52			4.65
Distributions to shareholders from:
Net investment income		(.08	)		(.10	)		(.84	)		(.80	)		—
Net realized gain		—			(1.13	)		(1.49	)		(.26	)		—
Total distributions		(.08	)		(1.23	)		(2.33	)		(1.06	)		—
Net asset value, end of year		$22.06			$17.33			$15.67			$29.23			$23.77
Total Return(b)		27.80	%		21.06	%		(41.45	)%		28.48	%		24.32	%
Ratios to Average Net Assets:*
Expenses, excluding expense reductions and including expenses assumed and management fee waived		.00	%		.00	%		.00	%		.00	%		.00	%
Expenses, including expense reductions, expenses assumed and management fee waived		.00	%		.00	%		.00	%		.00	%		.00	%
Expenses, excluding expense reductions, expenses assumed and management fee waived		.35	%		.52	%		.41	%		.44	%		.45	%
Net investment income		.18	%		.39	%		.06	%		.19	%		.08	%
Supplemental Data:
Net assets, end of year (000)		$25,426			$11,785			$8,293			$1,819			$1,001
Portfolio turnover rate		1.16	%		7.18	%		7.64	%		39.09	%		8.83	%

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

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

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

See Notes to Financial Statements.

75

Financial Highlights (continued)

ALPHA STRATEGY FUND

	Class R2 Shares
	Year Ended 10/31									9/28/2007(a) to 10/31/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$17.13			$15.51			$29.08			$27.77
Investment operations:
Net investment loss(b)		(.09	)		(.05	)		(.12	)		(.01	)
Net realized and unrealized gain (loss)		4.72			2.83			(11.16	)		1.32
Total from investment operations		4.63			2.78			(11.28	)		1.31
Distributions to shareholders from:
Net investment income		–			(.03	)		(.80	)		–
Net realized gain		–			(1.13	)		(1.49	)		–
Total distributions		–			(1.16	)		(2.29	)		–
Net asset value, end of period		$21.76			$17.13			$15.51			$29.08
Total Return(c)		27.03	%		20.37	%		(41.82	)%		4.72	%(d)
Ratios to Average Net Assets:*
Expenses, excluding expense reductions and including expenses assumed and management fee waived		.60	%		.60	%		.60	%		.05	%(d)
Expenses, including expense reductions, expenses assumed and management fee waived		.60	%		.60	%		.59	%		.05	%(d)
Expenses, excluding expense reductions, expenses assumed and management fee waived		.94	%		1.11	%		1.02	%		.11	%(d)
Net investment loss		(.44	)%		(.32	)%		(.59	)%		(.05	)%(d)
Supplemental Data:
Net assets, end of period (000)		$3,437			$1,433			$564			$10
Portfolio turnover rate		1.16	%		7.18	%		7.64	%		39.09	%

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

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

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

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

^(d) Not annualized.

See Notes to Financial Statements.

76

Financial Highlights (concluded)

ALPHA STRATEGY FUND

	Class R3 Shares
	Year Ended 10/31									9/28/2007(a) to 10/31/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$17.12			$15.53			$29.08			$27.77
Investment operations:
Net investment loss(b)		(.08	)		(.02	)		(.10	)		(.01	)
Net realized and unrealized gain (loss)		4.73			2.79			(11.15	)		1.32
Total from investment operations		4.65			2.77			(11.25	)		1.31
Distributions to shareholders from:
Net investment income		(.01	)		(.05	)		(.81	)		–
Net realized gain		–			(1.13	)		(1.49	)		–
Total distributions		(.01	)		(1.18	)		(2.30	)		–
Net asset value, end of period		$21.76			$17.12			$15.53			$29.08
Total Return(c)		27.18	%		20.39	%		(41.72	)%		4.72	%(d)
Ratios to Average Net Assets:*
Expenses, excluding expense reductions and including expenses assumed and management fee waived		.50	%		.50	%		.50	%		.04	%(d)
Expenses, including expense reductions, expenses assumed and management fee waived		.50	%		.50	%		.49	%		.04	%(d)
Expenses, excluding expense reductions, expenses assumed and management fee waived		.84	%		1.01	%		.95	%		.10	%(d)
Net investment loss		(.39	)%		(.15	)%		(.51	)%		(.04	)%(d)
Supplemental Data:
Net assets, end of period (000)		$22,941			$6,979			$3,949			$10
Portfolio turnover rate		1.16	%		7.18	%		7.64	%		39.09	%

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

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

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

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

^(d) Not annualized.

See Notes to Financial Statements.

77

Financial Highlights

FUNDAMENTAL EQUITY FUND

	Class A Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$  9.99			$8.85			$13.69			$13.14			$12.13
Investment operations:
Net investment income(a)		.04			.03			.07			.08			.08
Net realized and unrealized gain (loss)		1.86			1.17			(3.89	)		1.52			1.82
Total from investment operations		1.90			1.20			(3.82	)		1.60			1.90
Distributions to shareholders from:
Net investment income		–	(b)		(.06	)		(.08	)		(.08	)		(.06	)
Net realized gain		–			–			(.94	)		(.97	)		(.83	)
Total distributions		–	(b)		(.06	)		(1.02	)		(1.05	)		(.89	)
Net asset value, end of year		$11.89			$9.99			$  8.85			$13.69			$13.14
Total Return(c)		19.06	%		13.84	%		(29.89	)%		13.12	%		16.49	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.12	%		1.19	%		1.12	%		1.12	%		1.14	%
Expenses, excluding expense reductions		1.12	%		1.19	%		1.12	%		1.12	%		1.14	%
Net investment income		.38	%		.28	%		.58	%		.63	%		.63	%
Supplemental Data:
Net assets, end of year (000)		$1,850,569			$1,656,209			$1,512,312			$2,375,786			$2,198,884
Portfolio turnover rate		80.98	%		88.13	%		85.13	%		63.23	%		63.84	%

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

^(b) Amount is less than $.01.

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

See Notes to Financial Statements.

78

Financial Highlights (continued)

FUNDAMENTAL EQUITY FUND

	Class B Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$  9.58			$8.48			$13.16			$12.66			$11.74
Investment operations:
Net investment loss(a)		(.03	)		(.03	)		(.01	)		–	(b)		–	(b)
Net realized and unrealized gain (loss)		1.80			1.13			(3.73	)		1.47			1.76
Total from investment operations		1.77			1.10			(3.74	)		1.47			1.76
Distributions to shareholders from:
Net investment income		–			–			–			–	(b)		–
Net realized gain		–			–			(.94	)		(.97	)		(.84	)
Total distributions		–			–			(.94	)		(.97	)		(.84	)
Net asset value, end of year		$11.35			$9.58			$8.48			$13.16			$12.66
Total Return(c)		18.48	%		12.97	%		(30.35	)%		12.50	%		15.68	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.77	%		1.84	%		1.77	%		1.77	%		1.79	%
Expenses, excluding expense reductions		1.77	%		1.84	%		1.77	%		1.77	%		1.79	%
Net investment loss		(.29	)%		(.35	)%		(.07	)%		(.01	)%		(.02	)%
Supplemental Data:
Net assets, end of year (000)		$149,531			$161,233			$169,131			$280,279			$278,649
Portfolio turnover rate		80.98	%		88.13	%		85.13	%		63.23	%		63.84	%

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

^(b) Amount is less than $.01.

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

See Notes to Financial Statements.

79

Financial Highlights (continued)

FUNDAMENTAL EQUITY FUND

	Class C Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$  9.55			$8.45			$13.11			$12.62			$11.71
Investment operations:
Net investment loss(a)		(.03	)		(.03	)		(.01	)		–	(b)		–	(b)
Net realized and unrealized gain (loss)		1.78			1.13			(3.71	)		1.46			1.75
Total from investment operations		1.75			1.10			(3.72	)		1.46			1.75
Distributions to shareholders from:
Net investment income		–			–			–	(b)		–	(b)		–
Net realized gain		–			–			(.94	)		(.97	)		(.84	)
Total distributions		–			–			(.94	)		(.97	)		(.84	)
Net asset value, end of year		$11.30			$9.55			$  8.45			$13.11			$12.62
Total Return(c)		18.32	%		13.02	%		(30.31	)%		12.48	%		15.64	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.77	%		1.84	%		1.77	%		1.77	%		1.79	%
Expenses, excluding expense reductions		1.77	%		1.84	%		1.77	%		1.77	%		1.79	%
Net investment loss		(.26	)%		(.37	)%		(.07	)%		(.01	)%		(.02	)%
Supplemental Data:
Net assets, end of year (000)		$603,639			$485,484			$419,157			$639,749			$622,822
Portfolio turnover rate		80.98	%		88.13	%		85.13	%		63.23	%		63.84	%

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

^(b) Amount is less than $.01.

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

See Notes to Financial Statements.

80

Financial Highlights (continued)

FUNDAMENTAL EQUITY FUND

	Class F Shares
	Year Ended 10/31									9/28/2007(a) to 10/31/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$  9.96			$8.85			$13.70			$13.62
Investment operations:
Net investment income(b)		.09			.03			.08			–	(c)
Net realized and unrealized gain (loss)		1.84			1.18			(3.87	)		.08
Total from investment operations		1.93			1.21			(3.79	)		.08
Distributions to shareholders from:
Net investment income		(.03	)		(.10	)		(.12	)		–
Net realized gain		–			–			(.94	)		–
Total distributions		(.03	)		(.10	)		(1.06	)		–
Net asset value, end of period		$11.86			$9.96			$  8.85			$13.70
Total Return(d)		19.42	%		14.03	%		(29.70	)%		.59	%(e)
Ratios to Average Net Assets:
Expenses, including expense reductions		.86	%		.93	%		.87	%		.08	%(e)
Expenses, excluding expense reductions		.86	%		.93	%		.88	%		.08	%(e)
Net investment income		.77	%		.29	%		.77	%		.04	%(e)
Supplemental Data:
Net assets, end of period (000)		$282,018			$73,742			$8,995			$10
Portfolio turnover rate		80.98	%		88.13	%		85.13	%		63.23	%

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

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

^(c) Amount is less than $.01.

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

^(e) Not annualized.

See Notes to Financial Statements.

81

Financial Highlights (continued)

FUNDAMENTAL EQUITY FUND

	Class I Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$10.04			$  8.92			$13.79			$13.21			$12.19
Investment operations:
Net investment income(a)		.08			.05			.11			.10			.12
Net realized and unrealized gain (loss)		1.88			1.17			(3.92	)		1.57			1.83
Total from investment operations		1.96			1.22			(3.81	)		1.67			1.95
Distributions to shareholders from:
Net investment income		(.04	)		(.10	)		(.12	)		(.12	)		(.10	)
Net realized gain		–			–			(.94	)		(.97	)		(.83	)
Total distributions		(.04	)		(.10	)		(1.06	)		(1.09	)		(.93	)
Net asset value, end of year		$11.96			$10.04			$  8.92			$13.79			$13.21
Total Return(b)		19.54	%		14.11	%		(29.62	)%		13.68	%		16.87	%
Ratios to Average Net Assets:
Expenses, including expense reductions		.77	%		.84	%		.77	%		.78	%		.79	%
Expenses, excluding expense reductions		.77	%		.84	%		.77	%		.78	%		.79	%
Net investment income		.75	%		.58	%		.92	%		.78	%		.97	%
Supplemental Data:
Net assets, end of year (000)		$162,114			$98,570			$54,483			$53,737			$3,880
Portfolio turnover rate		80.98	%		88.13	%		85.13	%		63.23	%		63.84	%

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

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

See Notes to Financial Statements.

82

Financial Highlights (continued)

FUNDAMENTAL EQUITY FUND

	Class P Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$  9.87			$8.75			$13.55			$13.03			$12.05
Investment operations:
Net investment income(a)		.03			.01			.06			.07			.06
Net realized and unrealized gain (loss)		1.85			1.16			(3.85	)		1.51			1.82
Total from investment operations		1.88			1.17			(3.79	)		1.58			1.88
Distributions to shareholders from:
Net investment income		–			(.05	)		(.07	)		(.09	)		(.06	)
Net realized gain		–			–			(.94	)		(.97	)		(.84	)
Total distributions		–			(.05	)		(1.01	)		(1.06	)		(.90	)
Net asset value, end of year		$11.75			$9.87			$  8.75			$13.55			$13.03
Total Return(b)		19.05	%		13.59	%		(29.98	)%		13.08	%		16.36	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.22	%		1.29	%		1.22	%		1.22	%		1.24	%
Expenses, excluding expense reductions		1.22	%		1.29	%		1.22	%		1.22	%		1.25	%
Net investment income		.28	%		.17	%		.49	%		.53	%		.49	%
Supplemental Data:
Net assets, end of year (000)		$30,598			$29,361			$24,711			$48,641			$42,516
Portfolio turnover rate		80.98	%		88.13	%		85.13	%		63.23	%		63.84	%

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

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

See Notes to Financial Statements.

83

Financial Highlights (continued)

FUNDAMENTAL EQUITY FUND

	Class R2 Shares
	Year Ended 10/31									9/28/2007(a)to 10/31/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$  9.89			$8.82			$13.69			$13.62
Investment operations:
Net investment income (loss)(b)		.04			(.01	)		.05			–	(c)
Net realized and unrealized gain (loss)		1.82			1.17			(3.88	)		.07
Total from investment operations		1.86			1.16			(3.83	)		.07
Distributions to shareholders from:
Net investment income		–	(c)		(.09	)		(.10	)		–
Net realized gain		–			–			(.94	)		–
Total distributions		–	(c)		(.09	)		(1.04	)		–
Net asset value, end of period		$11.75			$9.89			$  8.82			$13.69
Total Return(d)		18.81	%		13.44	%		(29.98	)%		.51	%(e)
Ratios to Average Net Assets:
Expenses, including expense reductions		1.36	%		1.42	%		1.30	%		.12	%(e)
Expenses, excluding expense reductions		1.36	%		1.42	%		1.31	%		.12	%(e)
Net investment income (loss)		.36	%		(.14	)%		.47	%		.00	%(e)(f)
Supplemental Data:
Net assets, end of period (000)		$4,444			$1,187			$319			$10
Portfolio turnover rate		80.98	%		88.13	%		85.13	%		63.23	%

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

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

^(c) Amount is less than $.01.

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

^(e) Not annualized.

^(f) Amount is less than .01%.

See Notes to Financial Statements.

84

Financial Highlights (concluded)

FUNDAMENTAL EQUITY FUND

	Class R3 Shares
	Year Ended 10/31									9/28/2007(a) to 10/31/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$  9.92			$8.82			$13.69			$13.62
Investment operations:
Net investment income(b)		.03			–	(c)		.04			–	(c)
Net realized and unrealized gain (loss)		1.85			1.17			(3.86	)		.07
Total from investment operations		1.88			1.17			(3.82	)		.07
Distributions to shareholders from:
Net investment income		–	(c)		(.07	)		(.11	)		–
Net realized gain		–			–			(.94	)		–
Total distributions		–	(c)		(.07	)		(1.05	)		–
Net asset value, end of period		$11.80			$9.92			$  8.82			$13.69
Total Return(d)		18.96	%		13.55	%		(29.96	)%		.51	%(e)
Ratios to Average Net Assets:
Expenses, including expense reductions		1.26	%		1.33	%		1.26	%		.11	%(e)
Expenses, excluding expense reductions		1.26	%		1.33	%		1.26	%		.11	%(e)
Net investment income		.30	%		.05	%		.37	%		.01	%(e)
Supplemental Data:
Net assets, end of period (000)		$67,814			$28,510			$14,303			$10
Portfolio turnover rate		80.98	%		88.13	%		85.13	%		63.23	%

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

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

^(c) Amount is less than $.01.

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

^(e) Not annualized.

See Notes to Financial Statements.

85

Financial Highlights

INTERNATIONAL CORE EQUITY FUND

	Class A Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$11.20			$  8.68			$18.34			$15.23			$12.37
Investment operations:
Net investment income(a)		.12			.08			.23			.17			.08
Net realized and unrealized gain (loss)		.88			2.66			(8.23	)		3.92			3.17
Total from investment operations		1.00			2.74			(8.00	)		4.09			3.25
Distributions to shareholders from:
Net investment income		(.08	)		(.22	)		(.13	)		(.06	)		(.05	)
Net realized gain		–			–			(1.53	)		(.92	)		(.34	)
Total distributions		(.08	)		(.22	)		(1.66	)		(.98	)		(.39	)
Net asset value, end of year		$12.12			$11.20			$   8.68			$18.34			$15.23
Total Return(b)		8.95	%		32.32	%		(47.48	)%		28.22	%		26.86	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.18	%		1.55	%		1.43	%		1.40	%		1.53	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.18	%		1.55	%		1.42	%		1.40	%		1.52	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.44	%		1.55	%		1.43	%		1.41	%		1.53	%
Net investment income		1.05	%		.92	%		1.68	%		1.02	%		.55	%
Supplemental Data:
Net assets, end of year (000)		$542,452			$574,731			$527,567			$1,082,308			$655,273
Portfolio turnover rate		98.73	%		132.22	%		125.37	%		122.32	%		134.00	%

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

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

See Notes to Financial Statements.

86

Financial Highlights (continued)

INTERNATIONAL CORE EQUITY FUND

	Class B Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$11.02			$  8.50			$18.00			$15.00			$12.24
Investment operations:
Net investment income (loss)(a)		.04			.02			.14			.06			(.01	)
Net realized and unrealized gain (loss)		.87			2.62			(8.07	)		3.86			3.13
Total from investment operations		.91			2.64			(7.93	)		3.92			3.12
Distributions to shareholders from:
Net investment income		(.02	)		(.12	)		(.04	)		–	(b)		(.02	)
Net realized gain		–			–			(1.53	)		(.92	)		(.34	)
Total distributions		(.02	)		(.12	)		(1.57	)		(.92	)		(.36	)
Net asset value, end of year		$11.91			$11.02			$  8.50			$18.00			$15.00
Total Return(c)		8.23	%		31.46	%		(47.80	)%		27.39	%		25.98	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.84	%		2.20	%		2.08	%		2.05	%		2.18	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.84	%		2.20	%		2.08	%		2.05	%		2.17	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		2.09	%		2.20	%		2.08	%		2.06	%		2.18	%
Net investment income (loss)		.40	%		.27	%		1.02	%		.36	%		(.09	)%
Supplemental Data:
Net assets, end of year (000)		$39,255			$43,492			$39,604			$82,699			$51,040
Portfolio turnover rate		98.73	%		132.22	%		125.37	%		122.32	%		134.00	%

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

^(b) Amount is less than $.01.

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

See Notes to Financial Statements.

87

Financial Highlights (continued)

INTERNATIONAL CORE EQUITY FUND

	Class C Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year	$	11.04		$	8.50		$	18.00		$	15.00		$	12.24
Investment operations:
Net investment income (loss)(a)		.04			.03			.14			.06			(.01	)
Net realized and unrealized gain (loss)		.87			2.62			(8.07	)		3.86			3.13
Total from investment operations		.91			2.65			(7.93	)		3.92			3.12
Distributions to shareholders from:
Net investment income		(.02	)		(.11	)		(.04	)		–	(b)		(.02	)
Net realized gain		–			–			(1.53	)		(.92	)		(.34	)
Total distributions		(.02	)		(.11	)		(1.57	)		(.92	)		(.36	)
Net asset value, end of year	$	11.93		$	11.04		$	8.50		$	18.00		$	15.00
Total Return(c)		8.21	%		31.52	%		(47.82	)%		27.39	%		25.98	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.84	%		2.20	%		2.08	%		2.06	%		2.18	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.84	%		2.20	%		2.08	%		2.06	%		2.17	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		2.09	%		2.20	%		2.08	%		2.06	%		2.18	%
Net investment income (loss)		.38	%		.28	%		1.01	%		.37	%		(.07	)%
Supplemental Data:
Net assets, end of year (000)	$	91,550		$	105,557		$	95,496		$	216,646		$	138,424
Portfolio turnover rate		98.73	%		132.22	%		125.37	%		122.32	%		134.00	%

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

^(b) Amount is less than $.01.

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

See Notes to Financial Statements.

88

Financial Highlights (continued)

INTERNATIONAL CORE EQUITY FUND

	Class F Shares
	Year Ended 10/31									9/28/2007(a) to 10/31/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$11.16			$  8.68			$18.34			$17.65
Investment operations:
Net investment income (loss)(b)		.16			.16			.24			(.01	)
Net realized and unrealized gain (loss)		.86			2.59			(8.19	)		.70
Total from investment operations		1.02			2.75			(7.95	)		.69
Distributions to shareholders from:
Net investment income		(.10	)		(.27	)		(.18	)		–
Net realized gain		–			–			(1.53	)		–
Total distributions		(.10	)		(.27	)		(1.71	)		–
Net asset value, end of period		$12.08			$11.16			$  8.68			$18.34
Total Return(c)		9.25	%		32.76	%		(47.37	)%		3.91	%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.90	%		1.27	%		1.26	%		.12	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		.90	%		1.27	%		1.25	%		.12	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.18	%		1.27	%		1.26	%		.12	%(d)
Net investment income (loss)		1.45	%		1.73	%		2.02	%		(.06	)%(d)
Supplemental Data:
Net assets, end of period (000)		$31,153			$9,009			$1,869			$10
Portfolio turnover rate		98.73	%		132.22	%		125.37	%		122.32	%

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

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

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

^(d) Not annualized.

See Notes to Financial Statements.

89

Financial Highlights (continued)

INTERNATIONAL CORE EQUITY FUND

	Class I Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$11.28			$  8.77			$18.49			$15.33			$12.43
Investment operations:
Net investment income(a)		.15			.13			.29			.25			.13
Net realized and unrealized gain (loss)		.89			2.65			(8.30	)		3.93			3.19
Total from investment operations		1.04			2.78			(8.01	)		4.18			3.32
Distributions to shareholders from:
Net investment income		(.11	)		(.27	)		(.18	)		(.10	)		(.08	)
Net realized gain		–			–			(1.53	)		(.92	)		(.34	)
Total distributions		(.11	)		(.27	)		(1.71	)		(1.02	)		(.42	)
Net asset value, end of year		$12.21			$11.28			$  8.77			$18.49			$15.33
Total Return(b)		9.31	%		32.86	%		(47.30	)%		28.67	%		27.26	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.82	%		1.19	%		1.07	%		1.05	%		1.19	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		.82	%		1.19	%		1.07	%		1.05	%		1.18	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.08	%		1.19	%		1.07	%		1.06	%		1.19	%
Net investment income		1.34	%		1.34	%		2.05	%		1.53	%		.92	%
Supplemental Data:
Net assets, end of year (000)		$267,253			$167,574			$113,975			$259,354			$70,641
Portfolio turnover rate		98.73	%		132.22	%		125.37	%		122.32	%		134.00	%

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

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

See Notes to Financial Statements.

90

Financial Highlights (continued)

INTERNATIONAL CORE EQUITY FUND

	Class P Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$11.13			$  8.63			$18.30			$15.22			$12.36
Investment operations:
Net investment income(a)		.10			.07			.23			.15			.08
Net realized and unrealized gain (loss)		.88			2.64			(8.19	)		3.91			3.16
Total from investment operations		.98			2.71			(7.96	)		4.06			3.24
Distributions to shareholders from:
Net investment income		(.07	)		(.21	)		(.18	)		(.06	)		(.03	)
Net realized gain		–			–			(1.53	)		(.92	)		(.35	)
Total distributions		(.07	)		(.21	)		(1.71	)		(.98	)		(.38	)
Net asset value, end of year		$12.04			$11.13			$  8.63			$18.30			$15.22
Total Return(b)		8.84	%		32.29	%		(47.56	)%		28.07	%		26.69	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.29	%		1.64	%		1.52	%		1.51	%		1.63	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.29	%		1.64	%		1.52	%		1.51	%		1.62	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.54	%		1.64	%		1.52	%		1.51	%		1.63	%
Net investment income		.92	%		.78	%		1.68	%		.91	%		.55	%
Supplemental Data:
Net assets, end of year (000)		$1,765			$1,825			$1,135			$192			$66
Portfolio turnover rate		98.73	%		132.22	%		125.37	%		122.32	%		134.00	%

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

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

See Notes to Financial Statements.

91

Financial Highlights (continued)

INTERNATIONAL CORE EQUITY FUND

	Class R2 Shares
	Year Ended 10/31									9/28/2007(a) to 10/31/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$11.20			$  8.69			$18.33			$17.65
Investment operations:
Net investment income (loss)(b)		.08			.12			.27			(.01	)
Net realized and unrealized gain (loss)		.91			2.65			(8.21	)		.69
Total from investment operations		.99			2.77			(7.94	)		.68
Distributions to shareholders from:
Net investment income		(.05	)		(.26	)		(.17	)		–
Net realized gain		–			–			(1.53	)		–
Total distributions		(.05	)		(.26	)		(1.70	)		–
Net asset value, end of period		$12.14			$11.20			$  8.69			$18.33
Total Return(c)		8.86	%		32.77	%		(47.24	)%		3.85	%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.35	%		1.16	%		1.17	%		.14	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.35	%		1.16	%		1.16	%		.14	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.64	%		1.16	%		1.17	%		.14	%(d)
Net investment income (loss)		.73	%		1.33	%		1.92	%		(.08	)%(d)
Supplemental Data:
Net assets, end of period (000)		$570			$7			$5			$10
Portfolio turnover rate		98.73	%		132.22	%		125.37	%		122.32	%

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

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

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

^(d) Not annualized.

See Notes to Financial Statements.

92

Financial Highlights (concluded)

INTERNATIONAL CORE EQUITY FUND

	Class R3 Shares
	Year Ended 10/31									9/28/2007(a)to 10/31/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$11.10			$  8.65			$18.33			$17.65
Investment operations:
Net investment income (loss)(b)		.11			.06			.22			(.01	)
Net realized and unrealized gain (loss)		.87			2.64			(8.20	)		.69
Total from investment operations		.98			2.70			(7.98	)		.68
Distributions to shareholders from:
Net investment income		(.08	)		(.25	)		(.17	)		–
Net realized gain		–			–			(1.53	)		–
Total distributions		(.08	)		(.25	)		(1.70	)		–
Net asset value, end of period		$12.00			$11.10			$  8.65			$18.33
Total Return(c)		8.89	%		32.23	%		(47.55	)%		3.85	%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.28	%		1.68	%		1.62	%		.14	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.28	%		1.68	%		1.62	%		.14	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.57	%		1.68	%		1.62	%		.14	%(d)
Net investment income (loss)		1.02	%		.65	%		1.79	%		(.08	)%(d)
Supplemental Data:
Net assets, end of period (000)		$10,418			$1,439			$523			$10
Portfolio turnover rate		98.73	%		132.22	%		125.37	%		122.32	%

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

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

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

^(d) Not annualized.

See Notes to Financial Statements.

93

Financial Highlights

INTERNATIONAL DIVIDEND INCOME FUND

	Class A Shares
	Year Ended 10/31						6/23/2008(a) to 10/31/2008
	2010			2009
Per Share Operating Performance
Net asset value, beginning of period		$8.22			$6.29			$10.00
Investment operations:
Net investment income(b)		.34			.28			.16
Net realized and unrealized gain (loss)		.42			1.90			(3.74	)
Total from investment operations		.76			2.18			(3.58	)
Distributions to shareholders from:
Net investment income		(.34	)		(.25	)		(.13	)
Net asset value, end of period		$8.64			$8.22			$  6.29
Total Return(c)		9.58	%		35.88	%		(36.10	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.14	%		1.35	%		.48	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.14	%		1.35	%		.48	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.46	%		1.63	%		.68	%(d)
Net investment income		4.23	%		4.08	%		1.98	%(d)
Supplemental Data:
Net assets, end of period (000)		$162,611			$52,935			$9,075
Portfolio turnover rate		100.06	%		105.74	%		53.94	%

^(a) Commencement of investment operations was 6/23/2008, SEC effective date was 6/20/2008 and date shares first became available to the public was 6/30/2008.

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

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

^(d) Not annualized.

See Notes to Financial Statements.

94

Financial Highlights (continued)

INTERNATIONAL DIVIDEND INCOME FUND

	Class C Shares
	Year Ended 10/31						6/23/2008(a) to 10/31/2008
	2010			2009
Per Share Operating Performance
Net asset value, beginning of period		$8.19			$6.28			$10.00
Investment operations:
Net investment income(b)		.29			.21			.09
Net realized and unrealized gain (loss)		.41			1.92			(3.68	)
Total from investment operations		.70			2.13			(3.59	)
Distributions to shareholders from:
Net investment income		(.29	)		(.22	)		(.13	)
Net asset value, end of period		$8.60			$8.19			$  6.28
Total Return(c)		8.99	%		34.87	%		(36.22	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.79	%		1.98	%		.68	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.79	%		1.98	%		.68	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		2.10	%		2.26	%		1.44	%(d)
Net investment income		3.61	%		2.93	%		1.23	%(d)
Supplemental Data:
Net assets, end of period (000)		$13,561			$4,376			$177
Portfolio turnover rate		100.06	%		105.74	%		53.94	%

^(a) Commencement of investment operations was 6/23/2008, SEC effective date was 6/20/2008 and date shares first became available to the public was 6/30/2008.

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

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

^(d) Not annualized.

See Notes to Financial Statements.

95

Financial Highlights (continued)

INTERNATIONAL DIVIDEND INCOME FUND

	Class F Shares
	Year Ended 10/31						6/23/2008(a) to 10/31/2008
	2010			2009
Per Share Operating Performance
Net asset value, beginning of period		$8.23			$6.29			$10.00
Investment operations:
Net investment income(b)		.39			.18			.15
Net realized and unrealized gain (loss)		.39			2.02			(3.72	)
Total from investment operations		.78			2.20			(3.57	)
Distributions to shareholders from:
Net investment income		(.36	)		(.26	)		(.14	)
Net asset value, end of period		$8.65			$8.23			$  6.29
Total Return(c)		9.95	%		36.13	%		(36.08	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.88	%		1.07	%		.35	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		.88	%		1.07	%		.35	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.21	%		1.39	%		1.53	%(d)
Net investment income		4.78	%		2.32	%		1.91	%(d)
Supplemental Data:
Net assets, end of period (000)		$12,745			$1,772			$28
Portfolio turnover rate		100.06	%		105.74	%		53.94	%

^(a) Commencement of investment operations was 6/23/2008, SEC effective date was 6/20/2008 and date shares first became available to the public was 6/30/2008.

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

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

^(d) Not annualized.

See Notes to Financial Statements.

96

Financial Highlights (continued)

INTERNATIONAL DIVIDEND INCOME FUND

	Class I Shares
	Year Ended 10/31						6/23/2008(a) to 10/31/2008
	2010			2009
Per Share Operating Performance
Net asset value, beginning of period		$8.24			$6.29			$10.00
Investment operations:
Net investment income(b)		.37			.29			.19
Net realized and unrealized gain (loss)		.41			1.93			(3.76	)
Total from investment operations		.78			2.22			(3.57	)
Distributions to shareholders from:
Net investment income		(.36	)		(.27	)		(.14	)
Net asset value, end of period		$8.66			$8.24			$   6.29
Total Return(c)		10.03	%		36.38	%		(36.07	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.81	%		.99	%		.36	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		.81	%		.99	%		.36	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.10	%		1.28	%		.54	%(d)
Net investment income		4.53	%		4.13	%		2.19	%(d)
Supplemental Data:
Net assets, end of period (000)		$265,348			$225,688			$83,413
Portfolio turnover rate		100.06	%		105.74	%		53.94	%

^(a) Commencement of investment operations was 6/23/2008, SEC effective date was 6/20/2008 and date shares first became available to the public was 6/30/2008.

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

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

^(d) Not annualized.

See Notes to Financial Statements.

97

Financial Highlights (continued)

INTERNATIONAL DIVIDEND INCOME FUND

	Class R2 Shares
	Year Ended 10/31						6/23/2008(a) to 10/31/2008
	2010			2009
Per Share Operating Performance
Net asset value, beginning of period		$8.29			$6.30			$10.00
Investment operations:
Net investment income(b)		.37			.31			.18
Net realized and unrealized gain (loss)		.42			1.91			(3.76	)
Total from investment operations		.79			2.22			(3.58	)
Distributions to shareholders from:
Net investment income		(.32	)		(.23	)		(.12	)
Net asset value, end of period		$8.76			$8.29			$  6.30
Total Return(c)		9.96	%		36.26	%		(36.08	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.84	%		.96	%		.50	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		.84	%		.96	%		.50	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.13	%		1.27	%		2.87	%(d)
Net investment income		4.45	%		4.63	%		2.07	%(d)
Supplemental Data:
Net assets, end of period (000)		$10			$9			$6
Portfolio turnover rate		100.06	%		105.74	%		53.94	%

^(a) Commencement of investment operations was 6/23/2008, SEC effective date was 6/20/2008 and date shares first became available to the public was 6/30/2008.

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

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

^(d) Not annualized.

See Notes to Financial Statements.

98

Financial Highlights (concluded)

INTERNATIONAL DIVIDEND INCOME FUND

	Class R3 Shares
	Year Ended 10/31						6/23/2008(a) to 10/31/2008
	2010			2009
Per Share Operating Performance
Net asset value, beginning of period		$8.28			$6.30			$10.00
Investment operations:
Net investment income(b)		.36			.31			.18
Net realized and unrealized gain (loss)		.40			1.91			(3.75	)
Total from investment operations		.76			2.22			(3.57	)
Distributions to shareholders from:
Net investment income		(.33	)		(.24	)		(.13	)
Net asset value, end of period		$8.71			$8.28			$6.30
Total Return(c)		9.62	%		36.22	%		(36.06	)%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.24	%		.96	%		.46	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.24	%		.96	%		.46	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.58	%		1.27	%		2.84	%(d)
Net investment income		4.40	%		4.62	%		2.10	%(d)
Supplemental Data:
Net assets, end of period (000)		$111			$9			$6
Portfolio turnover rate		100.06	%		105.74	%		53.94	%

^(a) Commencement of investment operations was 6/23/2008, SEC effective date was 6/20/2008 and date shares first became available to the public was 6/30/2008.

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

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

^(d) Not annualized.

See Notes to Financial Statements.

99

Financial Highlights

INTERNATIONAL OPPORTUNITIES FUND

	Class A Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$10.70			$  7.29			$19.81			$15.72			$11.97
Investment operations:
Net investment income(a)		.06			.04			.09			.04			.05
Net realized and unrealized gain (loss)		2.20			3.42			(10.36	)		4.07			3.70
Total from investment operations		2.26			3.46			(10.27	)		4.11			3.75
Distributions to shareholders from:
Net investment income		(.09	)		(.05	)		(.08	)		(.02	)		–
Net realized gain		–			–			(2.17	)		–			–
Total distributions		(.09	)		(.05	)		(2.25	)		(.02	)		–
Net asset value, end of year		$12.87			$10.70			$  7.29			$19.81			$15.72
Total Return(b)		21.21	%		47.94	%		(57.81	)%		26.14	%		31.33	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.54	%		1.77	%		1.60	%		1.56	%		1.60	%
Expenses, excluding expense reductions		1.54	%		1.77	%		1.61	%		1.56	%		1.60	%
Net investment income		.54	%		.50	%		.65	%		.23	%		.38	%
Supplemental Data:
Net assets, end of year (000)		$98,272			$92,188			$67,815			$200,909			$148,996
Portfolio turnover rate		83.13	%		115.58	%		130.51	%		115.79	%		98.16	%

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

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

See Notes to Financial Statements.

100

Financial Highlights (continued)

INTERNATIONAL OPPORTUNITIES FUND

	Class B Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$10.17			$  6.92			$18.96			$15.12			$11.59
Investment operations:
Net investment loss(a)		(.01	)		(.01	)		–	(b)		(.07	)		(.04	)
Net realized and unrealized gain (loss)		2.08			3.26			(9.87	)		3.91			3.57
Total from investment operations		2.07			3.25			(9.87	)		3.84			3.53
Distributions to shareholders from:
Net investment income		(.03	)		–			–			–			–
Net realized gain		–			–			(2.17	)		–			–
Total distributions		(.03	)		–			(2.17	)		–			–
Net asset value, end of year		$12.21			$10.17			$  6.92			$18.96			$15.12
Total Return(c)		20.35	%		46.97	%		(58.10	)%		25.40	%		30.46	%
Ratios to Average Net Assets:
Expenses, including expense reductions		2.19	%		2.42	%		2.25	%		2.21	%		2.24	%
Expenses, excluding expense reductions		2.19	%		2.42	%		2.26	%		2.21	%		2.24	%
Net investment loss		(.13	)%		(.15	)%		(.01	)%		(.43	)%		(.30	)%
Supplemental Data:
Net assets, end of year (000)		$14,307			$17,103			$14,192			$43,231			$36,642
Portfolio turnover rate		83.13	%		115.58	%		130.51	%		115.79	%		98.16	%

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

^(b) Amount is less than $.01.

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

See Notes to Financial Statements.

101

Financial Highlights (continued)

INTERNATIONAL OPPORTUNITIES FUND

	Class C Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$10.12			$  6.88			$18.86			$15.05			$11.54
Investment operations:
Net investment income (loss)(a)		(.01	)		(.01	)		–	(b)		(.07	)		(.04	)
Net realized and unrealized gain (loss)		2.06			3.25			(9.81	)		3.88			3.55
Total from investment operations		2.05			3.24			(9.81	)		3.81			3.51
Distributions to shareholders from:
Net investment income		(.03	)		–			–			–			–
Net realized gain		–			–			(2.17	)		–			–
Total distributions		(.03	)		–			(2.17	)		–			–
Net asset value, end of year		$12.14			$10.12			$  6.88			$18.86			$15.05
Total Return(c)		20.34	%		47.09	%		(58.09	)%		25.32	%		30.42	%
Ratios to Average Net Assets:
Expenses, including expense reductions		2.19	%		2.42	%		2.25	%		2.21	%		2.24	%
Expenses, excluding expense reductions		2.19	%		2.42	%		2.26	%		2.21	%		2.25	%
Net investment income (loss)		(.13	)%		(.14	)%		.00	%(d)		(.40	)%		(.27	)%
Supplemental Data:
Net assets, end of year (000)		$19,969			$21,668			$15,297			$43,422			$30,673
Portfolio turnover rate		83.13	%		115.58	%		130.51	%		115.79	%		98.16	%

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

^(b) Amount is less than $.01.

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

^(d) Amount is less than .01%.

See Notes to Financial Statements.

102

Financial Highlights (continued)

INTERNATIONAL OPPORTUNITIES FUND

	Class F Shares
	Year Ended 10/31									9/28/2007(a) to 10/31/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$10.65			$  7.28			$19.81			$18.82
Investment operations:
Net investment income(b)		.10			.09			.09			.01
Net realized and unrealized gain (loss)		2.17			3.37			(10.31	)		.98
Total from investment operations		2.27			3.46			(10.22	)		.99
Distributions to shareholders from:
Net investment income		(.11	)		(.09	)		(.14	)		–
Net realized gain		–			–			(2.17	)		–
Total distributions		(.11	)		(.09	)		(2.31	)		–
Net asset value, end of period		$12.81			$10.65			$   7.28			$19.81
Total Return(c)		21.47	%		48.36	%		(57.70	)%		5.26	%(d)
Ratios to Average Net Assets:
Expenses, including expense reductions		1.28	%		1.49	%		1.42	%		.13	%(d)
Expenses, excluding expense reductions		1.28	%		1.49	%		1.43	%		.13	%(d)
Net investment income		.88	%		1.00	%		.84	%		.03	%(d)
Supplemental Data:
Net assets, end of period (000)		$934			$384			$121			$11
Portfolio turnover rate		83.13	%		115.58	%		130.51	%		115.79	%

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

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

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

^(d) Not annualized.

See Notes to Financial Statements.

103

Financial Highlights (continued)

INTERNATIONAL OPPORTUNITIES FUND

	Class I Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$10.96			$  7.48			$20.29			$16.08			$12.21
Investment operations:
Net investment income(a)		.11			.08			.14			.12			.11
Net realized and unrealized gain (loss)		2.23			3.50			(10.64	)		4.15			3.76
Total from investment operations		2.34			3.58			(10.50	)		4.27			3.87
Distributions to shareholders from:
Net investment income		(.12	)		(.10	)		(.14	)		(.06	)		–
Net realized gain		–			–			(2.17	)		–			–
Total distributions		(.12	)		(.10	)		(2.31	)		(.06	)		–
Net asset value, end of year		$13.18			$10.96			$  7.48			$20.29			$16.08
Total Return(b)		21.50	%		48.47	%		(57.66	)%		26.67	%		31.70	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.18	%		1.42	%		1.27	%		1.20	%		1.25	%
Expenses, excluding expense reductions		1.18	%		1.42	%		1.27	%		1.21	%		1.25	%
Net investment income		.93	%		.87	%		1.05	%		.65	%		.76	%
Supplemental Data:
Net assets, end of year (000)		$232,027			$160,456			$110,838			$164,086			$149,509
Portfolio turnover rate		83.13	%		115.58	%		130.51	%		115.79	%		98.16	%

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

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

See Notes to Financial Statements.

104

Financial Highlights (continued)

INTERNATIONAL OPPORTUNITIES FUND

	Class P Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$10.86			$  7.36			$20.00			$15.89			$12.11
Investment operations:
Net investment income(a)		.05			.03			.07			.02			.09
Net realized and unrealized gain (loss)		2.22			3.48			(10.46	)		4.12			3.69
Total from investment operations		2.27			3.51			(10.39	)		4.14			3.78
Distributions to shareholders from:
Net investment income		(.07	)		(.01	)		(.08	)		(.03	)		–
Net realized gain		–			–			(2.17	)		–			–
Total distributions		(.07	)		(.01	)		(2.25	)		(.03	)		–
Net asset value, end of year		$13.06			$10.86			$  7.36			$20.00			$15.89
Total Return(b)		21.05	%		47.86	%		(57.86	)%		26.10	%		31.21	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.64	%		1.87	%		1.70	%		1.65	%		1.74	%
Expenses, excluding expense reductions		1.64	%		1.87	%		1.71	%		1.65	%		1.74	%
Net investment income		.44	%		.36	%		.55	%		.11	%		.62	%
Supplemental Data:
Net assets, end of year (000)		$900			$781			$834			$1,826			$1,489
Portfolio turnover rate		83.13	%		115.58	%		130.51	%		115.79	%		98.16	%

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

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

See Notes to Financial Statements.

105

Financial Highlights (continued)

INTERNATIONAL OPPORTUNITIES FUND

	Class R2 Shares
	Year Ended 10/31									9/28/2007(a) to 10/31/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$10.64			$  7.24			$19.80			$18.82
Investment operations:
Net investment income(b)		.03			.03			.06			–	(c)
Net realized and unrealized gain (loss)		2.18			3.40			(10.32	)		.98
Total from investment operations		2.21			3.43			(10.26	)		.98
Distributions to shareholders from:
Net investment income		(.08	)		(.03	)		(.13	)		–
Net realized gain		–			–			(2.17	)		–
Total distributions		(.08	)		(.03	)		(2.30	)		–
Net asset value, end of period		$12.77			$10.64			$  7.24			$19.80
Total Return(d)		20.90	%		47.69	%		(57.93	)%		5.21	%(e)
Ratios to Average Net Assets:
Expenses, including expense reductions		1.79	%		1.97	%		1.84	%		.16	%(e)
Expenses, excluding expense reductions		1.79	%		1.97	%		1.84	%		.16	%(e)
Net investment income		.31	%		.34	%		.51	%		.00	%(e)(f)
Supplemental Data:
Net assets, end of period (000)		$96			$91			$31			$11
Portfolio turnover rate		83.13	%		115.58	%		130.51	%		115.79	%

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

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

^(c) Amount is less than $.01.

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

^(e) Not annualized.

^(f) Amount is less than .01%.

See Notes to Financial Statements.

106

Financial Highlights (concluded)

INTERNATIONAL OPPORTUNITIES FUND

	Class R3 Shares
	Year Ended 10/31									9/28/2007(a) to 10/31/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$10.60			$  7.27			$19.81			$18.82
Investment operations:
Net investment income(b)		.05			.01			.10			–	(c)
Net realized and unrealized gain (loss)		2.17			3.41			(10.34	)		.99
Total from investment operations		2.22			3.42			(10.24	)		.99
Distributions to shareholders from:
Net investment income		(.10	)		(.09	)		(.13	)		–
Net realized gain		–			–			(2.17	)		–
Total distributions		(.10	)		(.09	)		(2.30	)		–
Net asset value, end of period		$12.72			$10.60			$  7.27			$19.81
Total Return(d)		21.04	%		47.75	%		(57.77	)%		5.26	%(e)
Ratios to Average Net Assets:
Expenses, including expense reductions		1.67	%		1.81	%		1.52	%		.15	%(e)
Expenses, excluding expense reductions		1.67	%		1.81	%		1.52	%		.15	%(e)
Net investment income		.45	%		.14	%		.81	%		.00	%(e)(f)
Supplemental Data:
Net assets, end of period (000)		$3,016			$573			$22			$11
Portfolio turnover rate		83.13	%		115.58	%		130.51	%		115.79	%

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

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

^(c) Amount is less than $.01.

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

^(e) Not annualized.

^(f) Amount is less than .01%.

See Notes to Financial Statements.

107

Financial Highlights

LARGE CAP VALUE FUND

	Class A Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$8.61			$8.48			$15.47			$14.19			$12.38
Investment operations:
Net investment income(a)		.04			.07			.14			.19			.17
Net realized and unrealized gain (loss)		.88			.20			(4.92	)		1.58			2.05
Total from investment operations		.92			.27			(4.78	)		1.77			2.22
Distributions to shareholders from:
Net investment income		(.06	)		(.14	)		(.20	)		(.17	)		(.12	)
Net realized gain		–			–			(2.01	)		(.32	)		(.29	)
Total distributions		(.06	)		(.14	)		(2.21	)		(.49	)		(.41	)
Net asset value, end of year		$9.47			$8.61			$  8.48			$15.47			$14.19
Total Return(b)		10.69	%		3.77	%		(35.16	)%		12.95	%		18.40	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.20	%		1.16	%		.95	%		.95	%		.95	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.20	%		1.16	%		.95	%		.95	%		.95	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.20	%		1.27	%		1.25	%		1.16	%		1.28	%
Net investment income		.39	%		.87	%		1.24	%		1.30	%		1.26	%
Supplemental Data:
Net assets, end of year (000)		$27,611			$27,444			$21,010			$28,538			$20,994
Portfolio turnover rate		29.34	%		103.30	%		126.70	%		109.22	%		42.16	%

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

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

See Notes to Financial Statements.

108

Financial Highlights (continued)

LARGE CAP VALUE FUND

	Class B Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$8.47			$8.30			$15.18			$13.96			$12.19
Investment operations:
Net investment income (loss)(a)		(.02	)		.02			.07			.09			.08
Net realized and unrealized gain (loss)		.86			.22			(4.83	)		1.56			2.03
Total from investment operations		.84			.24			(4.76	)		1.65			2.11
Distributions to shareholders from:
Net investment income		–	(b)		(.07	)		(.11	)		(.11	)		(.04	)
Net realized gain		–			–			(2.01	)		(.32	)		(.30	)
Total distributions		–	(b)		(.07	)		(2.12	)		(.43	)		(.34	)
Net asset value, end of year		$9.31			$8.47			$  8.30			$15.18			$13.96
Total Return(c)		9.96	%		3.19	%		(35.60	)%		12.23	%		17.65	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.86	%		1.79	%		1.60	%		1.60	%		1.60	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.86	%		1.79	%		1.60	%		1.60	%		1.60	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.86	%		1.91	%		1.90	%		1.81	%		1.93	%
Net investment income (loss)		(.27	)%		.30	%		.59	%		.65	%		.60	%
Supplemental Data:
Net assets, end of year (000)		$2,419			$2,558			$2,549			$4,005			$3,109
Portfolio turnover rate		29.34	%		103.30	%		126.70	%		109.22	%		42.16	%

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

^(b) Amount is less than $.01.

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

See Notes to Financial Statements.

109

Financial Highlights (continued)

LARGE CAP VALUE FUND

	Class C Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$8.47			$8.30			$15.19			$13.95			$12.20
Investment operations:
Net investment income (loss)(a)		(.02	)		.02			.06			.09			.08
Net realized and unrealized gain (loss)		.87			.23			(4.83	)		1.57			2.02
Total from investment operations		.85			.25			(4.77	)		1.66			2.10
Distributions to shareholders from:
Net investment income		(.01	)		(.08	)		(.11	)		(.10	)		(.05	)
Net realized gain		—			—			(2.01	)		(.32	)		(.30	)
Total distributions		(.01	)		(.08	)		(2.12	)		(.42	)		(.35	)
Net asset value, end of year		$9.31			$8.47			$  8.30			$15.19			$13.95
Total Return(b)		10.03	%		3.30	%		(35.64	)%		12.29	%		17.58	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.86	%		1.81	%		1.60	%		1.60	%		1.60	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.86	%		1.81	%		1.60	%		1.60	%		1.60	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.86	%		1.91	%		1.90	%		1.81	%		1.93	%
Net investment income (loss)		(.26	)%		.22	%		.58	%		.65	%		.61	%
Supplemental Data:
Net assets, end of year (000)		$5,499			$5,654			$4,266			$6,643			$4,753
Portfolio turnover rate		29.34	%		103.30	%		126.70	%		109.22	%		42.16	%

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

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

See Notes to Financial Statements.

110

Financial Highlights (continued)

LARGE CAP VALUE FUND

	Class F Shares
	Year Ended 10/31									9/28/2007(a) to 10/31/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$8.58			$8.47			$15.47			$15.32
Investment operations:
Net investment income(b)		.05			.05			.17			.02
Net realized and unrealized gain (loss)		.89			.23			(4.91	)		.13
Total from investment operations		.94			.28			(4.74	)		.15
Distributions to shareholders from:
Net investment income		(.08	)		(.17	)		(.25	)		–
Net realized gain		–			–			(2.01	)		–
Total distributions		(.08	)		(.17	)		(2.26	)		–
Net asset value, end of period		$9.44			$8.58			$   8.47			$15.47
Total Return(c)		10.98	%		4.00	%		(35.00	)%		.98	%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.94	%		1.03	%		.68	%		.06	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		.94	%		1.03	%		.68	%		.06	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.94	%		1.05	%		.98	%		.07	%(d)
Net investment income		.60	%		.62	%		1.64	%		.12	%(d)
Supplemental Data:
Net assets, end of period (000)		$592			$202			$27			$10
Portfolio turnover rate		29.34	%		103.30	%		126.70	%		109.22	%

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

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

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

^(d) Not annualized.

See Notes to Financial Statements.

111

Financial Highlights (continued)

LARGE CAP VALUE FUND

	Class I Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$8.66			$8.54			$15.58			$14.27			$12.44
Investment operations:
Net investment income(a)		.07			.10			.18			.24			.21
Net realized and unrealized gain (loss)		.89			.19			(4.96	)		1.60			2.07
Total from investment operations		.96			.29			(4.78	)		1.84			2.28
Distributions to shareholders from:
Net investment income		(.09	)		(.17	)		(.25	)		(.21	)		(.15	)
Net realized gain		–			–			(2.01	)		(.32	)		(.30	)
Total distributions		(.09	)		(.17	)		(2.26	)		(.53	)		(.45	)
Net asset value, end of year		$9.53			$8.66			$   8.54			$15.58			$14.27
Total Return(b)		11.08	%		4.16	%		(34.99	)%		13.40	%		18.83	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.85	%		.79	%		.60	%		.60	%		.60	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		.85	%		.79	%		.60	%		.60	%		.60	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.85	%		.92	%		.90	%		.81	%		.93	%
Net investment income		.73	%		1.35	%		1.62	%		1.67	%		1.61	%
Supplemental Data:
Net assets, end of year (000)		$9,538			$11,207			$17,199			$22,423			$30,156
Portfolio turnover rate		29.34	%		103.30	%		126.70	%		109.22	%		42.16	%

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

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

See Notes to Financial Statements.

112

Financial Highlights (continued)

LARGE CAP VALUE FUND

	Class P Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$8.64			$8.50			$15.49			$14.19			$12.38
Investment operations:
Net investment income(a)		.03			.07			.13			.18			.15
Net realized and unrealized gain (loss)		.88			.20			(4.92	)		1.59			2.05
Total from investment operations		.91			.27			(4.79	)		1.77			2.20
Distributions to shareholders from:
Net investment income		(.05	)		(.13	)		(.19	)		(.15	)		(.10	)
Net realized gain		–			–			(2.01	)		(.32	)		(.29	)
Total distributions		(.05	)		(.13	)		(2.20	)		(.47	)		(.39	)
Net asset value, end of year		$9.50			$8.64			$   8.50			$15.49			$14.19
Total Return(b)		10.55	%		3.67	%		(35.20	)%		12.92	%		18.23	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.29	%		1.23	%		1.03	%		1.04	%		1.05	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.29	%		1.23	%		1.03	%		1.04	%		1.05	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.29	%		1.34	%		1.34	%		1.26	%		1.38	%
Net investment income		.30	%		.90	%		1.16	%		1.21	%		1.17	%
Supplemental Data:
Net assets, end of year (000)		$13			$11			$11			$17			$15
Portfolio turnover rate		29.34	%		103.30	%		126.70	%		109.22	%		42.16	%

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

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

See Notes to Financial Statements.

113

Financial Highlights (continued)

LARGE CAP VALUE FUND

	Class R2 Shares
	3/23/2010(a) to 10/31/2010
Per Share Operating Performance
Net asset value, beginning of period		$9.73
Investment operations:
Net investment income(b)		.04
Net realized and unrealized loss		(.28	)
Total from investment operations		(.24	)
Net asset value, end of period		$9.49
Total Return(c)		(2.47	)%(d)
Ratios to Average Net Assets:
Expenses, including expense reductions		.82	%(e)
Expenses, excluding expense reductions		.82	%(e)
Net investment income		.71	%(e)
Supplemental Data:
Net assets, end of period (000)		$10
Portfolio turnover rate		29.34	%

^(a) Commencement of investment operations was 3/23/2010 and SEC effective date was 9/14/2007.

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

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

^(d) Not annualized.

^(e) Annualized.

See Notes to Financial Statements.

114

Financial Highlights (concluded)

LARGE CAP VALUE FUND

	Class R3 Shares
	3/23/2010(a) to 10/31/2010
Per Share Operating Performance
Net asset value, beginning of period		$9.73
Investment operations:
Net investment income(b)		.01
Net realized and unrealized loss		(.27	)
Total from investment operations		(.26	)
Net asset value, end of period		$9.47
Total Return(c)		(2.67	)%(d)
Ratios to Average Net Assets:
Expenses, including expense reductions		1.33	%(e)
Expenses, excluding expense reductions		1.33	%(e)
Net investment income		.19	%(e)
Supplemental Data:
Net assets, end of period (000)		$98
Portfolio turnover rate		29.34	%

^(a) Commencement of investment operations was 3/23/2010 and SEC effective date was 9/14/2007.

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

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

^(d) Not annualized.

^(e) Annualized.

See Notes to Financial Statements.

115

Financial Highlights

VALUE OPPORTUNITIES FUND

	Class A Shares
	Year Ended 10/31												12/20/2005(a) to 10/31/2006
	2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of period		$11.65			$  9.91			$14.31			$12.43			$10.00
Investment operations:
Net investment income (loss)(b)		(.03	)		(.04	)		.04			.03			.01
Net realized and unrealized gain (loss)		2.83			1.80			(3.92	)		2.23			2.42
Total from investment operations		2.80			1.76			(3.88	)		2.26			2.43
Distributions to shareholders from:
Net investment income		–			(.02	)		(.01	)		–	(c)		–
Net realized gain		–			–			(.51	)		(.38	)		–
Total distributions		–			(.02	)		(.52	)		(.38	)		–
Net asset value, end of period		$14.45			$11.65			$  9.91			$14.31			$12.43
Total Return(d)		24.03	%		17.81	%		(28.01	)%		18.70	%		24.30	%(e)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.34	%		1.35	%		1.34	%		1.30	%		1.11	%(e)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.34	%		1.35	%		1.33	%		1.30	%		1.11	%(e)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.34	%		1.46	%		1.44	%		1.45	%		1.73	%(f)
Net investment income (loss)		(.19	)%		(.34	)%		.33	%		.19	%		.14	%(f)
Supplemental Data:
Net assets, end of period (000)		$582,806			$250,435			$117,992			$145,765			$59,245
Portfolio turnover rate		69.83	%		77.87	%		83.92	%		100.58	%		296.82	%

^(a) Commencement of investment operations and SEC effective date was 12/20/2005 and date shares first became available to the public was 1/3/2006.

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

^(c) Amount is less than $.01.

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

^(e) Not annualized.

^(f) Annualized.

See Notes to Financial Statements.

116

Financial Highlights (continued)

VALUE OPPORTUNITIES FUND

	Class B Shares
	Year Ended 10/31												12/20/2005(a) to 10/31/2006
	2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of period		$11.39			$  9.74			$14.14			$12.37			$10.00
Investment operations:
Net investment loss(b)		(.11	)		(.09	)		(.04	)		(.06	)		(.06	)
Net realized and unrealized gain (loss)		2.75			1.74			(3.85	)		2.21			2.43
Total from investment operations		2.64			1.65			(3.89	)		2.15			2.37
Distributions to shareholders from:
Net realized gain		–			–			(.51	)		(.38	)		–
Net asset value, end of period		$14.03			$11.39			$  9.74			$14.14			$12.37
Total Return(c)		23.18	%		16.94	%		(28.40	)%		17.87	%		23.70	%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.99	%		2.00	%		1.99	%		1.94	%		1.67	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.99	%		2.00	%		1.99	%		1.94	%		1.67	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.99	%		2.12	%		2.09	%		2.09	%		2.30	%(e)
Net investment loss		(.85	)%		(.95	)%		(.32	)%		(.47	)%		(.53	)%(e)
Supplemental Data:
Net assets, end of period (000)		$19,110			$18,739			$14,239			$14,681			$5,440
Portfolio turnover rate		69.83	%		77.87	%		83.92	%		100.58	%		296.82	%

^(a) Commencement of investment operations and SEC effective date was 12/20/2005 and date shares first became available to the public was 1/3/2006.

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

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

^(d) Not annualized.

^(e) Annualized.

See Notes to Financial Statements.

117

Financial Highlights (continued)

VALUE OPPORTUNITIES FUND

	Class C Shares
	Year Ended 10/31												12/20/2005(a) to 10/31/2006
	2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of period		$11.39			$  9.74			$14.14			$12.37			$10.00
Investment operations:
Net investment loss(b)		(.11	)		(.10	)		(.04	)		(.06	)		(.06	)
Net realized and unrealized gain (loss)		2.75			1.75			(3.85	)		2.21			2.43
Total from investment operations		2.64			1.65			(3.89	)		2.15			2.37
Distributions to shareholders from:
Net realized gain		–			–			(.51	)		(.38	)		–
Net asset value, end of period		$14.03			$11.39			$  9.74			$14.14			$12.37
Total Return(c)		23.18	%		17.06	%		(28.47	)%		17.87	%		23.70	%(d)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.99	%		2.00	%		1.99	%		1.94	%		1.67	%(d)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.99	%		2.00	%		1.98	%		1.94	%		1.67	%(d)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.99	%		2.11	%		2.09	%		2.10	%		2.29	%(e)
Net investment loss		(.83	)%		(.97	)%		(.33	)%		(.48	)%		(.53	)%(e)
Supplemental Data:
Net assets, end of period (000)		$147,193			$79,527			$48,837			$59,609			$14,850
Portfolio turnover rate		69.83	%		77.87	%		83.92	%		100.58	%		296.82	%

^(a) Commencement of investment operations and SEC effective date was 12/20/2005 and date shares first became available to the public was 1/3/2006.

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

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

^(d) Not annualized.

^(e) Annualized.

See Notes to Financial Statements.

118

Financial Highlights (continued)

VALUE OPPORTUNITIES FUND

	Class F Shares
	Year Ended 10/31									9/28/2007(a) to 10/31/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$11.62			$  9.91			$14.31			$14.21
Investment operations:
Net investment income (loss)(b)		.01			(.02	)		.06			–	(c)
Net realized and unrealized gain (loss)		2.82			1.78			(3.91	)		.10
Total from investment operations		2.83			1.76			(3.85	)		.10
Distributions to shareholders from:
Net investment income		–			(.05	)		(.04	)		–
Net realized gain		–			–			(.51	)		–
Total distributions		–			(.05	)		(.55	)		–
Net asset value, end of period		$14.45			$11.62			$  9.91			$14.31
Total Return(d)		24.25	%		18.12	%		(27.81	)%		.70	%(e)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.10	%		1.09	%		1.09	%		.10	%(e)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.10	%		1.09	%		1.09	%		.10	%(e)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.10	%		1.20	%		1.21	%		.14	%(e)
Net investment income (loss)		.07	%		(.19	)%		.50	%		.00	%(e)(f)
Supplemental Data:
Net assets, end of period (000)		$168,415			$51,757			$4,157			$10
Portfolio turnover rate		69.83	%		77.87	%		83.92	%		100.58	%

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

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

^(c) Amount is less than $.01.

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

^(e) Not annualized.

^(f) Amount is less than .01%.

See Notes to Financial Statements.

119

Financial Highlights (continued)

VALUE OPPORTUNITIES FUND

	Class I Shares
	Year Ended 10/31												12/20/2005(a) to 10/31/2006
	2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of period		$11.70			$  9.98			$14.39			$12.47			$10.00
Investment operations:
Net investment income(b)		.02			–	(c)		.08			.06			.05
Net realized and unrealized gain (loss)		2.85			1.78			(3.93	)		2.26			2.42
Total from investment operations		2.87			1.78			(3.85	)		2.32			2.47
Distributions to shareholders from:
Net investment income		–			(.06	)		(.05	)		(.02	)		–
Net realized gain		–			–			(.51	)		(.38	)		–
Total distributions		–			(.06	)		(.56	)		(.40	)		–
Net asset value, end of period		$14.57			$11.70			$  9.98			$14.39			$12.47
Total Return(d)		24.42	%		18.27	%		(27.77	)%		19.11	%		24.70	%(e)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		.99	%		1.00	%		.99	%		.94	%		.81	%(e)
Expenses, including expense reductions, management fee waived and expenses reimbursed		.99	%		1.00	%		.98	%		.94	%		.81	%(e)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		.99	%		1.12	%		1.08	%		1.15	%		1.53	%(f)
Net investment income		.16	%		.03	%		.67	%		.46	%		.53	%(f)
Supplemental Data:
Net assets, end of period (000)		$190,103			$121,462			$74,335			$55,045			$3,345
Portfolio turnover rate		69.83	%		77.87	%		83.92	%		100.58	%		296.82	%

^(a) Commencement of investment operations and SEC effective date was 12/20/2005 and date shares first became available to the public was 1/3/2006.

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

^(c) Amount is less than $.01.

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

^(e) Not annualized.

^(f) Annualized.

See Notes to Financial Statements.

120

Financial Highlights (continued)

VALUE OPPORTUNITIES FUND

	Class P Shares
	Year Ended 10/31												12/20/2005(a) to 10/31/2006
	2010			2009			2008			2007
Per Share Operating Performance
Net asset value, beginning of period		$11.62			$  9.88			$14.28			$12.42			$10.00
Investment operations:
Net investment income (loss)(b)		(.04	)		(.04	)		.03			–	(c)		.02
Net realized and unrealized gain (loss)		2.82			1.78			(3.91	)		2.24			2.40
Total from investment operations		2.78			1.74			(3.88	)		2.24			2.42
Distributions to shareholders from:
Net investment income		–			–			(.01	)		–			–
Net realized gain		–			–			(.51	)		(.38	)		–
Total distributions		–			–			(.52	)		(.38	)		–
Net asset value, end of period		$14.40			$11.62			$  9.88			$14.28			$12.42
Total Return(d)		23.92	%		17.61	%		(28.04	)%		18.54	%		24.20	%(e)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.44	%		1.45	%		1.44	%		1.39	%		1.20	%(e)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.44	%		1.45	%		1.43	%		1.39	%		1.20	%(e)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.44	%		1.57	%		1.53	%		1.57	%		3.09	%(f)
Net investment income (loss)		(.29	)%		(.39	)%		.23	%		.01	%		.27	%(f)
Supplemental Data:
Net assets, end of period (000)		$4,344			$3,445			$2,905			$4,795			$12
Portfolio turnover rate		69.83	%		77.87	%		83.92	%		100.58	%		296.82	%

^(a) Commencement of investment operations and SEC effective date was 12/20/2005 and date shares first became available to the public was 1/3/2006.

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

^(c) Amount is less than $.01.

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

^(e) Not annualized.

^(f) Annualized.

See Notes to Financial Statements.

121

Financial Highlights (continued)

VALUE OPPORTUNITIES FUND

	Class R2 Shares
	Year Ended 10/31									9/28/2007(a) to 10/31/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$11.59			$  9.87			$14.30			$14.21
Investment operations:
Net investment income (loss)(b)		(.06	)		(.09	)		.01			–	(c)
Net realized and unrealized gain (loss)		2.81			1.81			(3.90	)		.09
Total from investment operations		2.75			1.72			(3.89	)		.09
Distributions to shareholders from:
Net investment income		–			–			(.03	)		–
Net realized gain		–			–			(.51	)		–
Total distributions		–			–			(.54	)		–
Net asset value, end of period		$14.34			$11.59			$  9.87			$14.30
Total Return(d)		23.62	%		17.53	%		(28.14	)%		.63	%(e)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.60	%		1.59	%		1.58	%		.12	%(e)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.60	%		1.59	%		1.58	%		.12	%(e)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.60	%		1.68	%		1.66	%		.16	%(e)
Net investment income (loss)		(.42	)%		(.83	)%		.11	%		(.02	)%(e)
Supplemental Data:
Net assets, end of period (000)		$2,538			$1,466			$33			$10
Portfolio turnover rate		69.83	%		77.87	%		83.92	%		100.58	%

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

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

^(c) Amount is less than $.01.

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

^(e) Not annualized.

See Notes to Financial Statements.

122

Financial Highlights (concluded)

VALUE OPPORTUNITIES FUND

	Class R3 Shares
	Year Ended 10/31									9/28/2007(a) to 10/31/2007
	2010			2009			2008
Per Share Operating Performance
Net asset value, beginning of period		$11.58			$  9.87			$14.30			$14.21
Investment operations:
Net investment income (loss)(b)		(.04	)		(.05	)		.02			–	(c)
Net realized and unrealized gain (loss)		2.80			1.78			(3.90	)		.09
Total from investment operations		2.76			1.73			(3.88	)		.09
Distributions to shareholders from:
Net investment income		–			(.02	)		(.04	)		–
Net realized gain		–			–			(.51	)		–
Total distributions		–			(.02	)		(.55	)		–
Net asset value, end of period		$14.34			$11.58			$  9.87			$14.30
Total Return(d)		23.73	%		17.69	%		(28.08	)%		.63	%(e)
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.49	%		1.49	%		1.49	%		.12	%(e)
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.49	%		1.49	%		1.48	%		.12	%(e)
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.50	%		1.61	%		1.58	%		.16	%(e)
Net investment income (loss)		(.31	)%		(.50	)%		.19	%		(.02	)%(e)
Supplemental Data:
Net assets, end of period (000)		$20,456			$4,227			$1,814			$10
Portfolio turnover rate		69.83	%		77.87	%		83.92	%		100.58	%

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

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

^(c) Amount is less than $.01.

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

^(e) Not annualized.

See Notes to Financial Statements.

123

Notes to Financial Statements

1.    ORGANIZATION

Lord Abbett Securities Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company and was organized as a Delaware statutory trust on February 26, 1993.

The Trust currently consists of nine funds. This report covers the following seven funds (separately, a “Fund” and collectively, the “Funds”) and their respective classes:

Funds	Classes
Lord Abbett Alpha Strategy Fund (“Alpha Strategy Fund”)	A, B, C, F, I, P, R2 and R3
Lord Abbett Fundamental Equity Fund (“Fundamental Equity Fund” )	A, B, C, F, I, P, R2 and R3
Lord Abbett International Core Equity Fund (“International Core Equity Fund”)	A, B, C, F, I, P, R2 and R3
Lord Abbett International Dividend Income Fund (“International Dividend Income Fund”)	A, B, C, F, I, R2 and R3
Lord Abbett International Opportunities Fund (“International Opportunities Fund”)	A, B, C, F, I, P, R2 and R3
Lord Abbett Large-Cap Value Fund (“Large Cap Value Fund”)	A, B, C, F, I, P, R2 and R3
Lord Abbett Value Opportunities Fund (“Value Opportunities Fund”)	A, B, C, F, I, P, R2 and R3

As of the date of this report, Alpha Strategy Fund has not issued Class P shares and International Dividend Income Fund has not issued Class B shares. The Funds’ Class P shares are closed to substantially all investors, with certain exceptions as set forth in the Funds’ prospectus. Effective March 23, 2010, Class R2 and R3 shares of Large Cap Value Fund commenced investment operations. On March 31, 2010, each of the Funds of the Trust no longer made Class B shares available for purchase.

Each of Alpha Strategy Fund’s, International Core Equity Fund’s, International Opportunities Fund’s and Value Opportunities Fund’s investment objective is to seek long-term capital appreciation. Alpha Strategy Fund invests in other funds (“Underlying Funds”) managed by Lord, Abbett & Co. LLC (“Lord Abbett”). Fundamental Equity Fund’s investment objective is to seek long-term growth of capital and income without excessive fluctuations in market value. Each of International Dividend Income Fund’s and Large Cap Value Fund’s investment objective is to seek a high level of total return.

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

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

124

Notes to Financial Statements (continued)

assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

2.    SIGNIFICANT ACCOUNTING POLICIES

(a) Investment Valuation–Securities actively traded on any recognized U.S. or non-U.S. exchange or on The NASDAQ Stock Market LLC are valued at the last sale price or official closing price on the exchange or system on which they are principally traded. Events occurring after the close of trading on non-U.S. exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange LLC (“NYSE”). Each Fund may rely on an independent fair valuation service in adjusting the valuations of foreign securities. Unlisted equity securities are valued at the last quoted sale price or, if no sale price is available, at the mean between the most recently quoted bid and asked prices. Fixed income securities are valued at the mean between the bid and asked prices on the basis of prices supplied by independent pricing services, which reflect broker/dealer supplied valuations and the independent pricing services’ own electronic data processing techniques. Securities for which market quotations are not readily available are valued at fair value as determined by management and approved in good faith by the Board of Trustees. Investments in the Underlying Funds are valued at their NAV each business day at the close of regular trading on the NYSE, normally 4:00 p.m. Eastern time. Short-term securities with 60 days or less remaining to maturity are valued using the amortized cost method, which approximates current fair value.

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

(c) Investment Income–Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis as earned. Discounts are accreted and premiums are amortized using the effective interest method and are included in interest and other income in the Statements of Operations. Withholding taxes on foreign dividends have been provided for in accordance with the applicable country’s tax rules and rates. Investment income is allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day.

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

Each Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Funds’ U.S. federal tax returns remains open for the fiscal years ended October 31, 2007 through October 31, 2010. The statutes of limitations on the Trust’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

(e) Expenses–Expenses incurred by the Trust that do not specifically relate to an individual fund are generally allocated to the Funds within the Trust on a pro rata basis by relative net assets.

125

Notes to Financial Statements (continued)

Expenses, excluding class-specific expenses, are allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day. Class A, B, C, F, P, R2 and R3 shares bear their class-specific share of all expenses and fees relating to the Funds’ 12b-1 Distribution Plan.

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

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

(g) Forward Foreign Currency Exchange Contracts–International Core Equity Fund, International Dividend Income Fund and International Opportunities Fund may enter into forward foreign currency exchange contracts in order to reduce their exposure to changes in foreign currency exchange rates on their foreign portfolio holdings or gain or reduce exposure to foreign currency for investment purposes. A forward foreign currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated rate. The contracts are valued daily at forward exchange rates and any unrealized gain (loss) is included in Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies on each Fund’s Statement of Operations. The gain (loss) arising from the difference between the U.S. dollar cost of the original contract and the value of the foreign currency in U.S. dollars upon closing of such contracts is included in Net realized gain (loss) on investments (net of foreign capital gain tax) and foreign currency related transactions on each Fund’s Statement of Operations.

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

(i) When-Issued or Forward Transactions–Each Fund may purchase portfolio securities on a when-issued or forward basis. When-issued or forward transactions involve a commitment by each Fund to purchase securities, with payment and delivery (“settlement”) to take place in the

126

Notes to Financial Statements (continued)

future, in order to secure what is considered to be an advantageous price or yield at the time of entering into the transaction. During the period between purchase and settlement, the value of the securities will fluctuate and assets consisting of cash and/or marketable securities (normally short-term U.S. Government or U.S. Government sponsored enterprise securities) marked to market daily in an amount sufficient to make payment at settlement will be segregated at each Fund’s custodian in order to pay for the commitment. At the time each Fund makes the commitment to purchase a security on a when-issued basis, it will record the transaction and reflect the liability for the purchase and value of the security in determining its NAV. Each Fund, generally, has the ability to close out a purchase obligation on or before the settlement date rather than take delivery of the security. Under no circumstances will settlement for such securities take place more than 120 days after the purchase date.

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

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

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

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

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

127

Notes to Financial Statements (continued)

The following is a summary of the inputs used as of October 31, 2010 in valuing each Fund’s investments carried at value:

	Alpha Strategy Fund										Fundamental Equity Fund
Investment Type*	Level 1 (000)		Level 2 (000)			Level 3 (000)		Total (000)			Level 1 (000)		Level 2 (000)			Level 3 (000)		Total (000)
Common Stocks	$	–	$	–		$	–	$	–		$	3,063,902	$	–		$	–	$	3,063,902
Investments in Underlying Funds		817,362		–			–		817,362			–		–			–		–
Repurchase Agreement		–		962			–		962			–		82,924			–		82,924
Total	$	817,362	$	962		$	–	$	818,324		$	3,063,902	$	82,924		$	–	$	3,146,826
	International Core Equity Fund										International Dividend Income Fund
Investment Type*	Level 1 (000)		Level 2 (000)			Level 3 (000)		Total (000)			Level 1 (000)		Level 2 (000)			Level 3 (000)		Total (000)
Common Stocks	$	931,956	$	–		$	–	$	931,956		$	431,801	$	–		$	–	$	431,801
Convertible Bond		–		–			–		–			–		625			–		625
Preferred Stocks		23,329		–			–		23,329			3,177		–			–		3,177
Repurchase Agreement		–		13,368			–		13,368			–		13,487			–		13,487
Total	$	955,285	$	13,368		$	–	$	968,653		$	434,978	$	14,112		$	–	$	449,090
Other Financial Instruments
Forward Foreign Currency Exchange Contracts
Assets	$	–	$	2,628,058		$	–	$	2,628,058		$	–	$	1,542,408		$	–	$	1,542,408
Liabilities		–		(603,998	)		–		(603,998	)		–		(528,235	)		–		(528,235	)
Total	$	–	$	2,024,060		$	–	$	2,024,060		$	–	$	1,014,173		$	–	$	1,014,173
	International Opportunities Fund										Large Cap Value Fund
Investment Type*	Level 1 (000)		Level 2 (000)			Level 3 (000)		Total (000)			Level 1 (000)		Level 2 (000)			Level 3 (000)		Total (000)
Common Stocks	$	349,529	$	–		$	–	$	349,529		$	44,849	$	–		$	–	$	44,849
Preferred Stocks		7,138		–			–		7,138			–		–			–		–
Repurchase Agreement		–		7,088			–		7,088			–		1,002			–		1,002
Total	$	356,667	$	7,088		$	–	$	363,755		$	44,849	$	1,002		$	–	$	45,851
Other Financial Instruments
Forward Foreign Currency Exchange Contracts
Assets	$	–	$	795,021		$	–	$	795,021		$	–	$	–		$	–	$	–
Liabilities		–		(1,025,703	)		–		(1,025,703	)		–		–			–		–
Total	$		$	(230,682	)	$	–	$	(230,682	)	$	–	$	–		$	–	$	–

128

Notes to Financial Statements (continued)

	Value Opportunities Fund
Investment Type*	Level 1 (000)		Level 2 (000)		Level 3 (000)		Total (000)
Common Stocks	$	1,063,092	$	–	$	–	$	1,063,092
Repurchase Agreement		–		68,924		–		68,924
Total	$	1,063,092	$	68,924	$	–	$	1,132,016

* See Schedule of Investments for values in each industry.

As of October 31, 2009, International Core Equity Fund, International Dividend Income Fund and International Opportunities Fund utilized adjusted valuations of foreign securities (as described in Note 2(a)) to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange LLC, which resulted in Level 2 inputs for substantially all foreign securities. As of October 31, 2010, each Fund utilized the last sale or official closing price on the exchange or system on which the foreign securities are principally traded. Accordingly, the valuations of foreign securities as of October 31, 2010 were categorized as Level 1 inputs. During the period ended October 31, 2010, all foreign securities held by each Fund that were classified as Level 2 as of October 31, 2009 that remain on the portfolio as of October 31, 2010 were transferred from Level 2 to Level 1. As of October 31, 2009, the values of foreign securities included in Level 2 for each fund were approximately $718,547,000, $228,940,000 and $248,542,000, respectively.

(k) Disclosures about Derivative Instruments and Hedging Activities–International Core Equity Fund, International Dividend Income Fund and International Opportunities Fund entered into forward foreign currency exchange contracts during the fiscal year ended October 31, 2010 (as described in note 2(g)). A forward foreign currency exchange contract reduces each Fund’s exposure to changes in the value of the currency it will deliver (or settle in cash) and increases its exposure to changes in the value of the currency it will receive (or settle in cash) for the duration of the contract. Each Fund’s use of forward foreign currency exchange contracts involves the risk that Lord Abbett will not accurately predict currency movements, and each Fund’s returns could be reduced as a result. Forward foreign currency exchange contracts are subject to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedged positions, that the U.S. dollar will decline relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time. Each Fund’s risk of loss from counterparty credit risk is the unrealized appreciation on forward foreign currency exchange contracts.

As of October 31, 2010, International Core Equity Fund, International Dividend Income Fund and International Opportunities Fund had the following forward foreign currency exchange contracts:

	Asset Derivatives(1)		Liability Derivatives(2)
International Core Equity Fund	$	2,628,058	$	603,998
International Dividend Income Fund		1,542,408		528,235
International Opportunities Fund		795,021		1,025,703

129

Notes to Financial Statements (continued)

	Net Realized Gain (Loss)(3)			Net Change in Unrealized Appreciation/ Depreciation(4)			Average Notional Amounts*(5)
International Core Equity Fund	$	1,618,807		$	(192,304	)	$	109,780,395
International Dividend Income Fund		(369,922	)		1,216,207			30,866,808
International Opportunities Fund		(437,837	)		142,677			52,058,852

* Calculated based on the notional amounts for the fiscal year ended October 31, 2010.

⁽¹⁾ Statements of Assets & Liabilities location: Unrealized appreciation on forward foreign currency exchange contracts.

⁽²⁾ Statements of Assets & Liabilities location: Unrealized depreciation on forward foreign currency exchange contracts.

⁽³⁾ Statements of Operations location: Net realized gain (loss) on investments (net of foreign capital gains tax) and foreign currency related transactions.

⁽⁴⁾ Statements of Operations location: Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies.

⁽⁵⁾ Amount represents notional amounts in U.S. dollars.

3.    MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Management Fee

The Trust has a management agreement with Lord, Abbett & Co. LLC (“Lord Abbett”), pursuant to which Lord Abbett supplies each Fund with investment management services and executive and other personnel, provides office space and pays for ordinary and necessary office and clerical expenses relating to research and statistical work and supervision of each Fund’s investment portfolio.

For the fiscal year ended October 31, 2010, the effective management fee, net of waivers, was at the following annualized rate of each Fund’s average daily net assets:

	Effective Management Fee
Alpha Strategy Fund		.00%	(1)
Fundamental Equity Fund		.53%	(2)
International Core Equity Fund		.49%	(3)
International Dividend Income Fund		.45%	(3)
International Opportunities Fund		.75%	(3)
Large Cap Value Fund		.40%	(4)
Value Opportunities Fund		.75%	(3)

⁽¹⁾ Lord Abbett has contractually agreed to waive its management fee through February 28, 2011.

⁽²⁾ The management fee for Fundamental Equity Fund is based on the Fund’s average daily net assets at the
following annual rates:

First $200 million	.75%
Next $300 million	.65%
Over $500 million	.50%

⁽³⁾ The management fee for International Core Equity Fund, International Dividend Income Fund, International
Opportunities Fund and Value Opportunities Fund is based on the average daily net assets at the following annual rates:

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

⁽⁴⁾ The management fee for Large Cap Value Fund is based on the average daily net assets at the following annual rates:

First $2 billion	.40%
Next $3 billion	.375%
Over $5 billion	.35%

130

Notes to Financial Statements (continued)

For the period November 1, 2009 through February 26, 2010, Lord Abbett voluntarily agreed to reimburse the Alpha Strategy Fund to the extent necessary so that each class’ total annual operating expenses do not exceed the following annual rates:

Class	% of Average Daily Net Assets
A		1.60%
B		2.25%
C		2.25%
F		1.35%
I		1.25%
R2		1.85%
R3		1.75%

Effective February 27, 2010, the voluntary reimbursements for all classes of the Fund were discontinued.

For the period February 27, 2010 through February 28, 2011, Lord Abbett contractually agreed to waive all or a portion of its management fee and, if necessary, reimburse other expenses, to the extent necessary so that the net annual operating expenses for each class, excluding 12b-1 fees, do not exceed the following annual rates:

Fund	Rate
International Core Equity		0.77%	(1)
International Dividend Income		0.77%	(1)(2)
International Opportunities		1.35%	(1)
Value Opportunities		1.00%	(3)

⁽¹⁾ For the period December 31, 2009 through February 26, 2010, Lord Abbett voluntarily agreed to waive all or a portion of its management fee and, if necessary, reimburse the Fund’s other expenses, to the extent necessary so that the total net annual operating expenses for each class, excluding 12b-1 fees, did not exceed annualized rate stated above.

⁽²⁾ For the period November 1, 2009 through December 30, 2009. Lord Abbett contractually agreed to waive all or a portion of its management fee and, if necessary, reimburse the Fund’s other expenses, to the extent necessary so that the total net annual operating expenses for each class, excluding 12b-1 fees, did not exceed an annual rate of 1.00%.

⁽³⁾ For the period November 1, 2009 through February 26, 2010. Lord Abbett voluntarily agreed to waive all or a portion of its management fee and, if necessary, reimburse the Fund’s other expenses, to the extent necessary so that the total net annual operating expenses for each class, excluding 12b-1 fees, did not exceed the annualized rate stated above.

All contractual management fee waiver and expense reimbursement agreements between the Funds and Lord Abbett may be terminated only upon the approval of the Funds’ Board of Trustees.

In addition, Lord Abbett provides certain administrative services to each Fund pursuant to an Administrative Services Agreement in return for a fee at an annual rate of .04% of each Fund’s average daily net assets. The Alpha Strategy Fund does not pay such a fee.

Alpha Strategy Fund has entered into a Servicing Arrangement with the Underlying Funds in which it invests (Lord Abbett Developing Growth Fund, Inc.; Lord Abbett Blend Trust – Lord Abbett Small-Cap Blend Fund; Lord Abbett Research Fund, Inc. – Lord Abbett Small-Cap Value Fund; Lord Abbett Securities Trust – Lord Abbett International Opportunities Fund, Lord Abbett Micro-Cap Growth Fund, Lord Abbett Micro-Cap Value Fund and Lord Abbett Value Opportunities Fund), pursuant to which each Underlying Fund will pay a portion of the expenses (excluding management fees and distribution and service fees) of Alpha Strategy Fund in proportion to the average daily value of total Underlying Fund shares owned by Alpha Strategy Fund. The expenses assumed by the Underlying Funds are reflected in Expenses assumed by Underlying Funds on Alpha Strategy Fund’s Statement of Operations and Receivables from affiliates on Alpha Strategy Fund’s Statement of Assets and Liabilities.

131

Notes to Financial Statements (continued)

In addition, Fundamental Equity Fund, International Core Equity Fund, International Dividend Income Fund, International Opportunities Fund, and Value Opportunities Fund, along with certain other funds managed by Lord Abbett, have entered into a Servicing Arrangement with Lord Abbett Alpha Strategy Fund of Lord Abbett Securities Trust, Lord Abbett Balanced Strategy Fund, Lord Abbett Diversified Equity Strategy Fund, Lord Abbett Diversified Income Strategy Fund, and Lord Abbett Growth & Income Strategy Fund of Lord Abbett Investment Trust, and Lord Abbett Global Allocation Fund of Lord Abbett Global Fund, Inc. (each, a “Fund of Funds”), pursuant to which each Underlying Fund pays a portion of the expenses (excluding management fees and distribution and service fees) of each Fund of Funds in proportion to the average daily value of the Underlying Fund shares owned by each Fund of Funds. Amounts paid pursuant to the Servicing Arrangement are included in Subsidy expense on each Fund’s Statement of Operations and Payable to affiliates on each Fund’s Statement of Assets and Liabilities.

As of October 31, 2010, the percentages of Fundamental Equity Fund’s, International Core Equity Fund’s, International Dividend Income Fund’s, International Opportunities Fund’s and Value Opportunities Fund’s outstanding shares owned by each Fund of Funds were as follows:

Underlying Funds
Fund of Funds	Fundamental Equity Fund		International Core Equity Fund		International Dividend Income Fund		International Opportunities Fund		Value Opportunities Fund
Alpha Strategy Fund		–		–		–		46.00%		6.80%
Balanced Strategy Fund		–		6.97%		38.97%		–		–
Diversified Equity Strategy Fund		.46%		1.83%		–		3.27%		1.31%
Diversified Income Strategy Fund		–		–		2.86%		–		–
Global Allocation Fund		.34%		.75%		9.73%		3.20%		–
Growth & Income Strategy Fund		1.73%		7.36%		6.22%		7.79%		2.42%

12b-1 Distribution Plan

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

Fees*	Class A		Class  B(1)		Class C		Class F		Class  P(2)		Class R2		Class R3
Service		.25%		.25%		.25%		–		.25%		.25%		.25%
Distribution		.10%		.75%		.75%		.10%		.20%		.35%		.25%

* The Funds may designate a portion of the aggregate fee as attributable to service activities for purposes of calculating Financial Industry Regulatory Authority, Inc. (“FINRA”) sales charge limitations.

⁽¹⁾ International Dividend Income Fund has not issued Class B shares.

⁽²⁾ Fundamental Equity Fund, International Core Equity Fund, International Opportunities Fund, Large Cap Value Fund and Value Opportunities Fund only.

132

Notes to Financial Statements (continued)

Class I shares do not have a distribution plan.

Commissions

Distributor received the following commissions on sales of shares of the Funds, after concessions were paid to authorized dealers, for the fiscal year ended October 31, 2010:

	Distributor Commissions		Dealers’ Concessions
Alpha Strategy Fund	$	312,111	$	1,766,006
Fundamental Equity Fund		773,090		4,282,212
International Core Equity Fund		352,749		1,870,028
International Dividend Income Fund		438,246		2,349,178
International Opportunities Fund		29,826		162,840
Large Cap Value Fund		32,028		171,366
Value Opportunities Fund		333,822		1,896,762

Distributor received the following amount of CDSCs for the fiscal year ended October 31, 2010:

	Class A		Class C
Alpha Strategy Fund	$	6,384	$	38,376
Fundamental Equity Fund		22,283		55,464
International Core Equity Fund		9,936		15,519
International Dividend Income Fund		1,213		4,036
International Opportunities Fund		2,366		4,408
Large Cap Value Fund		–		1,750
Value Opportunities Fund		4,074		43,642

Two Trustees and certain of the Trust’s officers have an interest in Lord Abbett.

4.    DISTRIBUTIONS AND CAPITAL LOSS CARRYFORWARDS

Dividends from net investment income, if any, are declared and paid quarterly for International Dividend Income Fund and annually for Alpha Strategy Fund, Fundamental Equity Fund, International Core Equity Fund, International Opportunities Fund, Large Cap Value Fund, and Value Opportunities Fund. Taxable net realized gains from investment transactions, reduced by allowable capital loss carryforwards, if any, are declared and distributed to shareholders at least annually. The capital loss carryforward amount, if any, is available to offset future net capital gains. Dividends and distributions to shareholders are recorded on the ex-dividend date. The amounts of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These book/tax differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the components of net assets based on their federal tax basis treatment; temporary differences do not require reclassification. Dividends and distributions, which exceed earnings and profits for tax purposes, are reported as a tax return of capital.

133

Notes to Financial Statements (continued)

Distributions were declared on November 18, 2010 and paid on November 23, 2010 to shareholders of record on November 22, 2010. The approximate amounts were as follows:

	Net Investment Income		Net Long-Term Capital Gain
Fundamental Equity Fund	$	8,732,000	$	–
Large Cap Value Fund		204,000		–
Value Opportunities Fund		–		6,028,000

Distributions were declared on December 16, 2010 and paid on December 17, 2010 to shareholders of record on December 16, 2010. The approximate amounts were as follows:

	Net Investment Income
International Core Equity Fund	$	11,340,000
International Dividend Income Fund		3,927,000
International Opportunities Fund		2,109,000

The tax character of distributions paid during the fiscal years ended October 31, 2010 and 2009 were as follows:

	Alpha Strategy Fund				Fundamental Equity Fund
	10/31/10		10/31/09		10/31/10		10/31/09
Distributions paid from:
Ordinary income	$	622,228	$	601,507	$	1,343,712	$	11,805,136
Net long-term capital gains		–		31,893,275		–		–
Total distributions paid	$	622,228	$	32,494,782	$	1,343,712	$	11,805,136
	International Core Equity Fund				International Dividend Income Fund
	10/31/10		10/31/09		10/31/10		10/31/09
Distributions paid from:
Ordinary income	$	5,933,629	$	18,470,575	$	16,214,628	$	6,225,107
Total distributions paid	$	5,933,629	$	18,470,575	$	16,214,628	$	6,225,107
	International Opportunities Fund				Large Cap Value Fund
	10/31/10		10/31/09		10/31/10		10/31/09
Distributions paid from:
Ordinary income	$	2,596,581	$	1,905,403	$	302,063	$	774,794
Total distributions paid	$	2,596,581	$	1,905,403	$	302,063	$	774,794

	Value Opportunities Fund
	10/31/10		10/31/09
Distributions paid from:
Ordinary income	$	–	$	669,135
Total distributions paid	$	–	$	669,135

134

Notes to Financial Statements (continued)

As of October 31, 2010, the components of accumulated gains (losses) on a tax-basis were as follows:

	Alpha Strategy Fund			Fundamental Equity Fund
Undistributed ordinary income – net	$	–		$	5,929,886
Total undistributed earnings		–			5,929,886
Capital loss carryforwards*		(13,917,996	)		(133,165,562	)
Temporary differences		(59,461	)		(523,136	)
Unrealized gains – net		47,479,181			437,243,198
Total accumulated gains – net	$	33,501,724		$	309,484,386
	International Core Equity Fund			International Dividend Income Fund
Undistributed ordinary income – net	$	10,937,272		$	1,781,156
Total undistributed earnings		10,937,272			1,781,156
Capital loss carryforwards*		(384,586,000	)		(24,749,485	)
Temporary differences		(120,718	)		(9,206	)
Unrealized gains – net		139,380,335			44,150,202
Total accumulated gains/losses – net	$	(234,389,111	)	$	21,172,667
	International Opportunities Fund			Large Cap Value Fund
Undistributed ordinary income  –  net	$	1,750,404		$	140,232
Total undistributed earnings		1,750,404			140,232
Capital loss carryforwards*		(112,455,058	)		(17,112,591	)
Temporary differences		(49,693	)		(7,952	)
Unrealized gains – net		66,252,102			5,016,695
Total accumulated losses – net	$	(44,502,245	)	$	(11,963,616	)

	Value Opportunities Fund
Undistributed long-term capital gains	$	6,027,190
Total undistributed earnings		6,027,190
Capital loss carryforwards*		–
Temporary differences		(30,397	)
Unrealized gains – net		153,160,971
Total accumulated gains – net	$	159,157,764

* As of October 31, 2010, the capital loss carryforwards, along with the related expiration dates, were as follows:

	2016		2017		2018		Total
Alpha Strategy Fund		$–		$13,821,425		$96,571		$13,917,996
Fundamental Equity Fund		–		133,165,562		–		133,165,562
International Core Equity Fund		152,133,656		232,452,344		–		384,586,000
International Dividend Income Fund		11,079,948		13,669,537		–		24,749,485
International Opportunities Fund		43,435,548		69,019,510		–		112,455,058
Large Cap Value Fund		3,164,189		13,948,402		–		17,112,591

135

Notes to Financial Statements (continued)

As of October 31, 2010, the aggregate unrealized security gains and losses based on cost for U.S. federal income tax purposes were as follows:

	Alpha Strategy Fund			Fundamental Equity Fund			International Core Equity Fund
Tax cost	$	770,844,718		$	2,709,582,694		$	829,562,237
Gross unrealized gain		68,449,412			475,657,576			157,358,993
Gross unrealized loss		(20,970,231	)		(38,414,378	)		(18,268,437	)
Net unrealized security gain	$	47,479,181		$	437,243,198		$	139,090,556
	International Dividend Income Fund			International Opportunities Fund			Large Cap Value Fund
Tax cost	$	404,972,148		$	297,519,529		$	40,834,771
Gross unrealized gain		46,492,526			74,034,779			6,088,827
Gross unrealized loss		(2,374,419	)		(7,798,822	)		(1,072,126	)
Net unrealized security gain	$	44,118,107		$	66,235,957		$	5,016,701
	Value Opportunities Fund
Tax cost	$	978,855,218
Gross unrealized gain		160,389,563
Gross unrealized loss		(7,228,592	)
Net unrealized security gain	$	153,160,971

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

Permanent items identified during the fiscal year ended October 31, 2010 have been reclassified among the components of net assets based on their tax basis treatment as follows:

	Undistributed (Distributions in Excess of) Net Investment Income			Accumulated Net Realized Gain/Loss			Paid-in Capital
Alpha Strategy Fund	$	2,931,989		$	–		$	(2,931,989	)
Fundamental Equity Fund		(115,786	)		11,735			104,051
International Core Equity Fund		1,576,592			(1,576,592	)		–
International Dividend Income Fund		(127,038	)		127,038			–
International Opportunities Fund		120,179			(349,597	)		229,418
Large Cap Value Fund		314			(67	)		(247	)
Value Opportunities Fund		1,792,419			145,194			(1,937,613	)

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

136

Notes to Financial Statements (continued)

5.    PORTFOLIO SECURITIES TRANSACTIONS

Purchases and sales of investment securities (excluding short-term investments) for the fiscal year ended October 31, 2010 were as follows:

	Purchases		Sales
Alpha Strategy Fund	$	138,083,466	$	7,841,023
Fundamental Equity Fund		2,347,032,969		2,226,148,519
International Core Equity Fund		895,106,045		852,239,112
International Dividend Income Fund		489,451,185		345,805,694
International Opportunities Fund		272,911,977		255,686,588
Large Cap Value Fund		13,767,358		20,263,033
Value Opportunities Fund		960,309,014		565,767,769

There were no purchases or sales of U.S. Government securities for the fiscal year ended October 31, 2010.

6.    TRUSTEES’ REMUNERATION

The Trust’s officers and the two Trustees who are associated with Lord Abbett do not receive any compensation from the Trust for serving in such capacities. Outside Trustees’ fees are allocated among all Lord Abbett-sponsored funds based on the net assets of each fund. There is an equity-based plan available to all outside Trustees under which outside Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of Trustees’ fees. The deferred amounts are treated as though equivalent dollar amounts had been invested in the funds. Such amounts and earnings accrued thereon are included in Trustees’ fees on the Statements of Operations and in Trustees’ fees payable on the Statements of Assets and Liabilities and are not deductible for U.S. federal income tax purposes until such amounts are paid.

7.    EXPENSE REDUCTIONS

The Trust has entered into an arrangement with each Fund’s transfer agent and custodian, whereby credits realized as a result of uninvested cash balances are used to reduce a portion of each Fund’s expenses.

8.    LINE OF CREDIT

The Funds and certain other funds managed by Lord Abbett have available an unsecured revolving credit facility (“Facility”) from State Street Bank and Trust Company (“SSB”), to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. The Facility is renewed annually under terms that depend on market conditions at the time of the renewal. Accordingly, effective December 4, 2009, the amount available under the Facility remains $200,000,000 and the annual fee to maintain the Facility (of which each participating fund pays its pro rata share based on the net assets of each participating fund) was changed from .125% of the amount available under the Facility to .15%. This amount is included in Other expenses on the Funds’ Statements of Operations. In connection with the renewal, the Funds paid an upfront commitment fee of .05% on December 4, 2009, which is included in Prepaid expenses and other assets on the Statements of Assets and Liabilities, and is amortized through Other expenses on the Statements of Operations over the annual period. Any borrowings under this

137

Notes to Financial Statements (continued)

Facility will bear interest at current market rates as set forth in the credit agreement. As of October 31, 2010, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the fiscal year ended October 31, 2010.

On November 22, 2010 the Funds and certain other funds managed by Lord Abbett entered into a short term extension of the Facility through February 3, 2011.

9.    CUSTODIAN AND ACCOUNTING AGENT

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

10.    TRANSACTIONS WITH AFFILIATED ISSUERS

An affiliated issuer is one in which a Fund has ownership of at least 5% of the outstanding voting securities of the underlying issuer at any point during the fiscal year or any company which is under common ownership or control. The Alpha Strategy Fund had the following transactions with affiliated issuers (i.e., the Underlying Funds) during the fiscal year ended October 31, 2010:

Affiliated Issuer	Balance of Shares Held at 10/31/2009		Gross Additions		Gross Sales			Balance of Shares Held at 10/31/2010		Value at 10/31/2010		Net Realized Gain (Loss) 11/1/2009 to 10/31/2010			Dividend Income 11/1/2009 to 10/31/2010
Lord Abbett Developing Growth Fund – Class I		7,156,495		1,266,179		(101,514	)		8,321,160	$	167,921,009	$	146,343		$	–
Lord Abbett Securities Trust – International Opportunities Fund – Class I		10,433,369		3,166,163		(517,571	)		13,081,961		172,420,251		(393,794	)		1,225,921
Lord Abbett Securities Trust – Micro-Cap Growth Fund – Class I		4,337,360		977,132		–			5,314,492		84,819,300		–			–
Lord Abbett Securities Trust – Micro-Cap Value Fund – Class I		2,756,555		504,406		(8,532	)		3,252,429		77,765,568		(37,116	)		–
Lord Abbett Blend Trust – Small-Cap Blend Fund – Class I		4,158,858		1,374,139		–			5,532,997		77,351,299		–			–
Lord Abbett Research Fund, Inc. – Small-Cap Value Fund – Class I		4,433,179		897,801		–			5,330,980		159,023,133		–			–
Lord Abbett Securities Trust – Value Opportunities Fund – Class I		4,420,868		936,820		–			5,357,688		78,061,520		–			–
										$	817,362,080	$	(284,567	)	$	1,225,921

11.    INVESTMENT RISKS

Each Fund is subject to the general risks and considerations associated with equity investing. The value of an investment will fluctuate in response to movements in the equity securities markets in general and to the changing prospects of individual companies in which the Funds invest.

Large company value stocks, in which each of the Fundamental Equity Fund and Large Cap Value Fund invest, may perform differently than the market as a whole and other types of stocks, such as small company stocks and growth stocks. Small and mid-sized company stocks, in which Value

138

Notes to Financial Statements (continued)

Opportunities Fund invests, may also perform differently than the market as a whole and other types of stocks, such as large-company and growth stocks. This is because different types of stocks tend to shift in and out of favor depending on market and economic conditions. The market may fail to recognize the intrinsic value of a particular value stock for a long time. The small and mid-sized company stocks in which Value Opportunities Fund invests may be less able to weather economic shifts or other adverse developments than those of larger, more established companies. In addition, if a Fund’s assessment of a company’s value or prospects for exceeding earnings expectations or market conditions is wrong, the Fund could suffer losses or produce poor performance relative to other funds, even in a rising market.

In addition, although Fundamental Equity Fund invests a significant portion of its assets in large-cap company stocks, it also invests in mid-cap and small-cap company stocks which may be more volatile and less liquid than large-cap stocks.

International Core Equity Fund is subject to the risks of investing in foreign securities, the securities of large foreign companies, and derivatives. Foreign securities may pose greater risks than domestic securities, including greater price fluctuations and higher transaction costs. Foreign investments also may be affected by changes in currency rates or currency controls.

International Dividend Income Fund is also subject to the risks of investing in foreign securities, dividend yielding stocks, and derivatives. Foreign securities may pose greater risks than domestic securities, including price fluctuations and higher transaction costs. These risks are generally greater for securities issued by companies in emerging market companies. Dividend paying stocks may be sensitive to changes in market interest rates, and the prices of such stocks may decline as rates rise. The International Dividend Income Fund may be subject to the volatility of stocks that have high dividends per share due to recent decreases in their share prices. The International Dividend Income Fund may invest a significant portion of its assets in small and mid-sized companies that may be less able to weather economic shifts or other adverse developments than larger, more established companies.

International Opportunities Fund is also subject to the risks of investing in foreign securities, the securities of small-cap companies, and derivatives. Foreign securities may pose greater risks than domestic securities, including greater price fluctuations and higher transaction costs. Foreign investments also may be affected by changes in currency rates or currency controls. Investing in small-cap companies generally involves greater risks than investing in the stocks of large-cap companies, including more volatility and less liquidity.

Alpha Strategy Fund’s investments are concentrated in the Underlying Funds and, as a result, the Fund’s performance is directly related to their performance and subject to their risks, including those associated with foreign investments and small-cap companies.

Due to their investments in multinational and foreign companies, Fundamental Equity Fund, Large Cap Value Fund, Value Opportunities Fund, and Alpha Strategy Fund may experience increased market, liquidity, currency, political, information and other risks.

Each Fund is subject to the risks associated with derivatives, which may be different from and greater than the risks associated with investing directly in securities and other investments.

These factors can affect each Fund’s performance.

139

Notes to Financial Statements (continued)

12.    SUMMARY OF CAPITAL TRANSACTIONS

Transactions in shares of beneficial interest were as follows:

Alpha Strategy Fund	Year Ended October 31, 2010						Year Ended October 31, 2009
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		7,400,634		$	145,968,287			6,134,543		$	90,088,436
Converted from Class B*		151,473			2,936,219			201,504			2,916,309
Reinvestment of distributions		19,837			378,496			1,321,508			17,034,232
Shares reacquired		(6,339,701	)		(122,439,579	)		(6,957,086	)		(94,605,166	)
Increase		1,232,243		$	26,843,423			700,469		$	15,433,811
Class B Shares
Shares sold		217,187		$	3,975,980			381,441		$	5,314,140
Reinvestment of distributions		–			–			162,722			2,007,994
Shares reacquired		(356,521	)		(6,660,952	)		(513,232	)		(6,983,338	)
Converted to Class A*		(159,505	)		(2,936,219	)		(211,115	)		(2,916,309	)
Decrease		(298,839	)	$	(5,621,191	)		(180,184	)	$	(2,577,513	)
Class C Shares
Shares sold		3,139,551		$	58,353,354			2,828,222		$	39,855,844
Reinvestment of distributions		–			–			561,079			6,873,183
Shares reacquired		(2,292,785	)		(42,225,950	)		(2,395,699	)		(32,485,453	)
Increase		846,766		$	16,127,404			993,602		$	14,243,574
Class F Shares
Shares sold		5,277,445		$	102,635,788			1,914,446		$	24,255,190
Reinvestment of distributions		1,801			34,257			37,363			480,117
Shares reacquired		(1,515,972	)		(29,880,722	)		(662,384	)		(9,619,910	)
Increase		3,763,274		$	72,789,323			1,289,425		$	15,115,397
Class I Shares
Shares sold		577,711		$	10,997,241			232,220		$	3,715,597
Reinvestment of distributions		3,737			71,480			53,659			693,275
Shares reacquired		(108,811	)		(2,169,710	)		(134,927	)		(1,968,504	)
Increase		472,637		$	8,899,011			150,952		$	2,440,368
Class R2 Shares
Shares sold		112,908		$	2,193,904			62,872		$	894,155
Reinvestment of distributions		–			–			78			997
Shares reacquired		(38,636	)		(753,522	)		(15,592	)		(249,563	)
Increase		74,272		$	1,440,382			47,358		$	645,589
Class R3 Shares
Shares sold		975,084		$	19,112,064			357,956		$	5,358,592
Reinvestment of distributions		176			3,337			10,919			139,986
Shares reacquired		(328,687	)		(6,410,660	)		(215,600	)		(3,209,208	)
Increase		646,573		$	12,704,741			153,275		$	2,289,370

* Automatic conversion of Class B shares occurs on the 25^th day of the month (or, if the 25^th day is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted.

140

Notes to Financial Statements (continued)

Fundamental Equity Fund	Year Ended October 31, 2010						Year Ended October 31, 2009
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		34,959,824		$	390,476,248			51,399,510		$	443,253,427
Converted from Class B*		1,255,441			13,967,919			1,479,090			12,747,878
Reinvestment of distributions		59,842			632,526			1,370,253			10,208,081
Shares reacquired		(46,537,038	)		(513,825,313	)		(59,197,714	)		(505,806,639	)
Decrease		(10,261,931	)	$	(108,748,620	)		(4,948,861	)	$	(39,597,253	)
Class B Shares
Shares sold		1,078,163		$	11,380,944			3,133,740		$	26,257,342
Shares reacquired		(3,409,284	)		(36,376,875	)		(4,715,040	)		(39,245,458	)
Converted to Class A*		(1,311,790	)		(13,967,919	)		(1,537,256	)		(12,747,878	)
Decrease		(3,642,911	)	$	(38,963,850	)		(3,118,556	)	$	(25,735,994	)
Class C Shares
Shares sold		12,927,392		$	137,645,640			12,872,299		$	107,883,035
Shares reacquired		(10,367,812	)		(109,477,856	)		(11,634,515	)		(95,242,571	)
Increase		2,559,580		$	28,167,784			1,237,784		$	12,640,464
Class F Shares
Shares sold		20,345,349		$	224,042,797			7,622,241		$	61,747,840
Reinvestment of distributions		8,302			87,339			10,116			74,957
Shares reacquired		(3,980,520	)		(44,208,603	)		(1,243,011	)		(11,396,340	)
Increase		16,373,131		$	179,921,533			6,389,346		$	50,426,457
Class I Shares
Shares sold		4,896,216		$	52,456,024			4,172,835		$	38,457,362
Reinvestment of distributions		42,088			446,140			85,145			636,029
Shares reacquired		(1,204,891	)		(13,383,209	)		(550,619	)		(4,802,063	)
Increase		3,733,413		$	39,518,955			3,707,361		$	34,291,328
Class P Shares
Shares sold		580,910		$	6,363,623			911,554		$	7,936,373
Reinvestment of distributions		–			–			19,795			146,090
Shares reacquired		(951,044	)		(10,472,990	)		(781,451	)		(6,822,834	)
Increase (decrease)		(370,134	)	$	(4,109,367	)		149,898		$	1,259,629
Class R2 Shares
Shares sold		288,081		$	3,190,125			96,391		$	894,082
Reinvestment of distributions		–			–			39			286
Shares reacquired		(30,019	)		(334,538	)		(12,619	)		(118,199	)
Increase		258,062		$	2,855,587			83,811		$	776,169
Class R3 Shares
Shares sold		5,326,961		$	59,183,895			2,010,749		$	17,782,233
Reinvestment of distributions		114			1,200			12,467			92,509
Shares reacquired		(2,455,129	)		(27,587,170	)		(771,110	)		(6,842,432	)
Increase		2,871,946		$	31,597,925			1,252,106		$	11,032,310

* Automatic conversion of Class B shares occurs on the 25^th day of the month (or, if the 25^th day is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted.

141

Notes to Financial Statements (continued)

International Core Equity Fund	Year Ended October 31, 2010						Year Ended October 31, 2009
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		8,651,626		$	97,928,521			11,457,512		$	104,342,340
Converted from Class B*		198,674			2,225,987			157,022			1,442,178
Reinvestment of distributions		336,743			3,822,033			1,435,494			12,345,339
Shares reacquired		(15,757,145	)		(175,882,091	)		(22,505,710	)		(194,870,294	)
Decrease		(6,570,102	)	$	(71,905,550	)		(9,455,682	)	$	(76,740,437	)
Class B Shares
Shares sold		462,517		$	5,225,824			753,091		$	6,903,792
Reinvestment of distributions		5,198			58,333			54,865			466,907
Shares reacquired		(918,272	)		(10,079,395	)		(1,361,208	)		(11,606,108	)
Converted to Class A*		(201,555	)		(2,225,987	)		(159,207	)		(1,442,178	)
Decrease		(652,112	)	$	(7,021,225	)		(712,459	)	$	(5,677,587	)
Class C Shares
Shares sold		1,313,964		$	14,721,059			1,655,820		$	14,870,289
Reinvestment of distributions		10,481			117,809			106,613			908,341
Shares reacquired		(3,216,799	)		(35,491,068	)		(3,430,021	)		(29,297,488	)
Decrease		(1,892,354	)	$	(20,652,200	)		(1,667,588	)	$	(13,518,858	)
Class F Shares
Shares sold		2,368,795		$	26,243,314			1,159,160		$	8,775,635
Reinvestment of distributions		2,217			25,001			5,971			51,055
Shares reacquired		(599,060	)		(6,568,988	)		(573,057	)		(5,447,736	)
Increase		1,771,952		$	19,699,327			592,074		$	3,378,954
Class I Shares
Shares sold		9,476,441		$	98,771,323			2,470,983		$	19,382,783
Reinvestment of distributions		145,794			1,662,058			429,596			3,707,412
Shares reacquired		(2,598,419	)		(28,826,762	)		(1,047,383	)		(10,590,728	)
Increase		7,023,816		$	71,606,619			1,853,196		$	12,499,467
Class P Shares
Shares sold		59,324		$	675,161			75,967		$	710,294
Reinvestment of distributions		363			4,096			1,231			10,525
Shares reacquired		(77,108	)		(870,324	)		(44,791	)		(398,248	)
Increase (decrease)		(17,421	)	$	(191,067	)		32,407		$	322,571
Class R2 Shares
Shares sold		47,959		$	521,301			1.507		$	11
Reinvestment of distributions		3			31			19.000			163
Shares reacquired		(1,659	)		(18,342	)		–			–
Increase		46,303		$	502,990			20.507		$	174
Class R3 Shares
Shares sold		864,876		$	9,592,144			82,929		$	814,089
Reinvestment of distributions		965			10,850			1,950			16,631
Shares reacquired		(127,013	)		(1,376,765	)		(15,683	)		(144,601	)
Increase		738,828		$	8,226,229			69,196		$	686,119

* Automatic conversion of Class B shares occurs on the 25^th day of the month (or, if the 25^th day is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted.

142

Notes to Financial Statements (continued)

International Dividend Income Fund	Year Ended October 31, 2010						Year Ended October 31, 2009
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		14,630,802		$	120,785,029			6,187,695		$	40,072,677
Reinvestment of distributions		535,912			4,184,584			143,508			963,469
Shares reacquired		(2,786,194	)		(22,327,520	)		(1,337,852	)		(8,943,114	)
Increase		12,380,520		$	102,642,093			4,993,351		$	32,093,032
Class C Shares
Shares sold		1,260,081		$	10,434,520			563,447		$	4,186,021
Reinvestment of distributions		29,797			230,808			4,915			34,075
Shares reacquired		(246,967	)		(1,999,889	)		(62,292	)		(425,344	)
Increase		1,042,911		$	8,665,439			506,070		$	3,794,752
Class F Shares
Shares sold		2,140,719		$	17,682,599			211,331		$	1,760,333
Reinvestment of distributions		17,500			136,236			612			4,508
Shares reacquired		(899,865	)		(7,041,658	)		(1,178	)		(9,830	)
Increase		1,258,354		$	10,777,177			210,765		$	1,755,011
Class I Shares
Shares sold		4,034,661		$	33,410,114			13,777,377		$	100,789,931
Reinvestment of distributions		1,382,501			10,892,962			738,695			5,046,126
Shares reacquired		(2,174,410	)		(17,562,160	)		(381,653	)		(2,410,691	)
Increase		3,242,752		$	26,740,916			14,134,419		$	103,425,366
Class R2 Shares
Shares sold		–		$	–			2		$	12
Reinvestment of distributions		43			340			36			238
Increase		43		$	340			38		$	250
Class R3 Shares
Shares sold		11,412		$	100,555			–		$	–
Reinvestment of distributions		407			3,175			38			244
Shares reacquired		(96	)		(834	)		–			–
Increase		11,723		$	102,896			38		$	244
International Opportunities Fund	Year Ended October 31, 2010						Year Ended October 31, 2009
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		1,461,313		$	16,441,084			2,016,527		$	17,839,415
Converted from Class B*		110,888			1,255,097			116,385			948,224
Reinvestment of distributions		63,475			705,227			68,847			445,448
Shares reacquired		(2,611,924	)		(29,139,655	)		(2,892,248	)		(23,136,675	)
Decrease		(976,248	)	$	(10,738,247	)		(690,489	)	$	(3,903,588	)

* Automatic conversion of Class B shares occurs on the 25^th day of the month (or, if the 25^th day is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted.

143

Notes to Financial Statements (continued)

International Opportunities Fund	Year Ended October 31, 2010						Year Ended October 31, 2009
Class B Shares
Shares sold		145,394		$	1,558,758			301,394		$	2,374,060
Reinvestment of distributions		3,849			40,821			–			–
Shares reacquired		(542,632	)		(5,779,790	)		(549,813	)		(4,098,210	)
Converted to Class A*		(116,460	)		(1,255,097	)		(122,032	)		(948,224	)
Decrease		(509,849	)	$	(5,435,308	)		(370,451	)	$	(2,672,374	)
Class C Shares
Shares sold		313,777		$	3,370,300			608,125		$	4,998,326
Reinvestment of distributions		6,303			66,497			–			–
Shares reacquired		(816,894	)		(8,648,943	)		(690,038	)		(5,285,044	)
Decrease		(496,814	)	$	(5,212,146	)		(81,913	)	$	(286,718	)
Class F Shares
Shares sold		90,418		$	991,054			38,933		$	237,490
Reinvestment of distributions		74			813			236			1,515
Shares reacquired		(53,630	)		(587,687	)		(19,804	)		(142,238	)
Increase		36,862		$	404,180			19,365		$	96,767
Class I Shares
Shares sold		3,711,401		$	42,385,602			1,233,439		$	9,367,655
Reinvestment of distributions		152,278			1,728,360			217,249			1,433,868
Shares reacquired		(910,369	)		(10,399,884	)		(1,614,453	)		(12,294,449	)
Increase (decrease)		2,953,310		$	33,714,078			(163,765	)	$	(1,492,926	)
Class P Shares
Shares sold		8,790		$	102,836			33,557		$	270,694
Reinvestment of distributions		468			5,289			121			797
Shares reacquired		(12,332	)		(140,483	)		(75,045	)		(567,443	)
Decrease		(3,074	)	$	(32,358	)		(41,367	)	$	(295,952	)
Class R2 Shares
Shares sold		3,750		$	41,515			4,260		$	34,443
Reinvestment of distributions		35			382			21			136
Shares reacquired		(4,808	)		(52,508	)		(1	)		(12	)
Increase (decrease)		(1,023	)	$	(10,611	)		4,280		$	34,567
Class R3 Shares
Shares sold		254,546		$	2,821,615			55,046		$	528,609
Reinvestment of distributions		522			5,737			43			272
Shares reacquired		(71,967	)		(794,458	)		(4,092	)		(39,454	)
Increase		183,101		$	2,032,894			50,997		$	489,427

* Automatic conversion of Class B shares occurs on the 25^th day of the month (or, if the 25^th day is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted.

144

Notes to Financial Statements (continued)

Large Cap Value Fund	Year Ended October 31, 2010						Year Ended October 31, 2009
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		840,555		$	7,775,860			2,270,537		$	16,742,122
Converted from Class B*		40,564			368,454			46,132			268,277
Reinvestment of distributions		17,821			161,815			48,015			307,292
Shares reacquired		(1,170,207	)		(10,640,672	)		(1,656,869	)		(12,156,670	)
Increase (decrease)		(271,267	)	$	(2,334,543	)		707,815		$	5,161,021
Class B Shares
Shares sold		71,465		$	640,022			184,946		$	1,351,414
Reinvestment of distributions		95			855			2,798			17,715
Shares reacquired		(72,630	)		(650,363	)		(146,028	)		(1,099,097	)
Converted to Class A*		(41,188	)		(368,454	)		(46,722	)		(268,277	)
Increase (decrease)		(42,258	)	$	(377,940	)		(5,006	)	$	1,755
Class C Shares
Shares sold		168,589		$	1,527,546			465,416		$	3,393,055
Reinvestment of distributions		623			5,596			5,005			31,685
Shares reacquired		(245,620	)		(2,212,123	)		(317,027	)		(2,267,552	)
Increase (decrease)		(76,408	)	$	(678,981	)		153,394		$	1,157,188
Class F Shares
Shares sold		47,735		$	447,711			47,940		$	273,729
Reinvestment of distributions		23			202			85			541
Shares reacquired		(8,631	)		(78,903	)		(27,622	)		(213,638	)
Increase		39,127		$	369,010			20,403		$	60,632
Class I Shares
Shares sold		240,730		$	2,132,470			93,820		$	726,442
Reinvestment of distributions		10,563			96,228			50,216			322,389
Shares reacquired		(544,417	)		(5,015,847	)		(863,890	)		(6,919,474	)
Decrease		(293,124	)	$	(2,787,149	)		(719,854	)	$	(5,870,643	)
Class P Shares
Shares sold		–	(a)	$	1			3,017		$	20,017
Reinvestment of distributions		7.366			65			26			165
Shares reacquired		–			–			(3,017	)		(20,181	)
Increase		7.366		$	66			26		$	1
	Period Ended October 31, 2010†
Class R2 Shares	Shares			Amount
Shares sold		1,030.438		$	10,026
Increase		1,030.438		$	10,026
Class R3 Shares
Shares sold		11,185		$	102,520
Shares reacquired		(780	)		(7,242	)
Increase		10,405		$	95,278

* Automatic conversion of Class B shares occurs on the 25^th day of the month (or, if the 25^th day is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted.

^† For the period March 23, 2010 (commencement of investment operations) to October 31, 2010.

^(a) Value is less than 1 share.

145

Notes to Financial Statements (continued)

Value Opportunities Fund	Year Ended October 31, 2010						Year Ended October 31, 2009
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		33,623,998		$	440,905,479			15,033,434		$	155,146,021
Converted from Class B*		340,891			4,574,819			104,115			1,125,952
Reinvestment of distributions		—			—			20,748			168,887
Shares reacquired		(15,122,082	)		(201,738,694	)		(5,556,148	)		(51,508,434	)
Increase		18,842,807		$	243,741,604			9,602,149		$	104,932,426
Class B Shares
Shares sold		380,987		$	4,930,904			612,819		$	6,159,989
Shares reacquired		(315,166	)		(4,056,029	)		(323,362	)		(3,154,107	)
Converted to Class A*		(349,607	)		(4,574,819	)		(106,295	)		(1,125,952	)
Increase (decrease)		(283,786	)	$	(3,699,944	)		183,162		$	1,879,930
Class C Shares
Shares sold		5,068,716		$	66,602,722			3,237,174		$	32,445,721
Shares reacquired		(1,562,977	)		(20,167,959	)		(1,269,100	)		(12,041,955	)
Increase		3,505,739		$	46,434,763			1,968,074		$	20,403,766
Class F Shares
Shares sold		9,453,046		$	127,537,837			4,946,349		$	46,706,575
Reinvestment of distributions		—			—			3,577			28,977
Shares reacquired		(2,253,790	)		(29,986,571	)		(916,410	)		(9,301,234	)
Increase		7,199,256		$	97,551,266			4,033,516		$	37,434,318
Class I Shares
Shares sold		3,126,931		$	41,646,464			3,415,208		$	35,612,849
Reinvestment of distributions		—			—			52,227			425,647
Shares reacquired		(454,765	)		(6,042,698	)		(539,840	)		(4,773,253	)
Increase		2,672,166		$	35,603,766			2,927,595		$	31,265,243
Class P Shares
Shares sold		91,706		$	1,245,637			70,542		$	694,038
Shares reacquired		(86,429	)		(1,139,165	)		(68,051	)		(640,707	)
Increase		5,277		$	106,472			2,491		$	53,331
Class R2 Shares
Shares sold		95,943		$	1,281,765			128,459		$	1,311,975
Shares reacquired		(45,462	)		(582,066	)		(5,322	)		(58,898	)
Increase		50,481		$	699,699			123,137		$	1,253,077
Class R3 Shares
Shares sold		1,388,482		$	18,281,425			261,097		$	2,701,307
Reinvestment of distributions		—			—			163			1,323
Shares reacquired		(327,412	)		(4,386,211	)		(79,938	)		(811,157	)
Increase		1,061,070		$	13,895,214			181,322		$	1,891,473

* Automatic conversion of Class B shares occurs on the 25^th day of the month (or, if the 25^th day is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted.

146

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of Lord Abbett Securities Trust:

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of the Lord Abbett Alpha Strategy Fund, Lord Abbett Fundamental Equity Fund, Lord Abbett International Core Equity Fund, Lord Abbett International Dividend Income Fund, Lord Abbett International Opportunities Fund, Lord Abbett Large-Cap Value Fund and Lord Abbett Value Opportunities Fund, (collectively, the “Funds”) seven of the portfolios constituting the Lord Abbett Securities Trust (the “Trust”) as of October 31, 2010, the related statements of operations for the year then ended, and the statements of changes in net assets for each of the two years in the period than ended and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2010, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2010, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

New York, New York

December 23, 2010

147

Investments in Underlying Funds (unaudited)

Alpha Strategy Fund invests in Underlying Funds managed by Lord Abbett. As of October 31, 2010, Alpha Strategy Fund’s long-term investments were allocated among the Underlying Funds as follows:

Underlying Fund Name	% of Investments
Lord Abbett Developing Growth Fund, Inc. – Class I		20.54%
Lord Abbett Securities Trust – Lord Abbett International Opportunities Fund – Class I		21.10%
Lord Abbett Securities Trust – Lord Abbett Micro-Cap Growth Fund – Class I		10.38%
Lord Abbett Securities Trust – Lord Abbett Micro-Cap Value Fund – Class I		9.51%
Lord Abbett Blend Trust – Lord Abbett Small-Cap Blend Fund – Class I		9.46%
Lord Abbett Research Fund, Inc.– Lord Abbett Small-Cap Value Fund – Class I		19.46%
Lord Abbett Securities Trust – Lord Abbett Value Opportunities Fund – Class I		9.55%

The Ten Largest Holdings and the Holdings by Sector, as of October 31, 2010, for each Underlying Fund are presented below. Each Underlying Fund’s annual and semiannual reports, which are sent to shareholders and filed with the SEC, contain information about the Fund’s portfolio holdings, including a complete schedule of holdings. A complete schedule of holdings for each Underlying Fund is also filed with the SEC on Form N-Q as of the end of each respective Underlying Fund’s first and third quarters. In addition, on or about the first day of the second month following each calendar quarter-end, each Fund makes publicly available a complete schedule of its portfolio holdings as of the last day of each such quarter. The information for the most recently ended calendar quarter may be viewed at www.lordabbett.com or requested at no charge by calling Lord Abbett at 888-522-2388.

Lord Abbett Developing Growth Fund, Inc.

Ten Largest Holdings	% of Investments
Aruba Networks, Inc.		1.71%
VanceInfo Technologies, Inc. ADR		1.70%
NxStage Medical, Inc.		1.67%
Fortinet, Inc.		1.62%
VeriFone Systems, Inc.		1.53%
OpenTable, Inc.		1.47%
Deckers Outdoor Corp.		1.45%
SINA Corp.		1.44%
hiSoft Technology International Ltd. ADR		1.44%
lululemon athletica, Inc.		1.39%

Holdings by Sector*	% of Investments
Consumer Discretionary		19.36%
Energy		3.77%
Financials		6.79%
Health Care		15.95%
Industrials		12.65%
Information Technology		37.15%
Materials		2.95%
Short-Term Investment		1.38%
Total		100.00%

* A sector may comprise several industries.

148

Investments in Underlying Funds (unaudited)(continued)

Lord Abbett Securities Trust – International Opportunities Fund

Ten Largest Holdings	% of Investments
Megaworld Corp.		1.83%
Schroders plc		1.72%
Rheinmetall AG		1.70%
Symrise GmbH & Co. AG		1.64%
BlueBay Asset Management plc		1.64%
Incitec Pivot Ltd.		1.47%
Ipsos SA		1.43%
Viscofan SA		1.42%
Azimut Holding SpA		1.41%
FP Corp.		1.40%

Holdings by Sector*	% of Investments
Consumer Discretionary		23.63%
Consumer Staples		11.65%
Energy		3.62%
Financials		17.59%
Health Care		3.58%
Industrials		16.60%
Information Technology		7.60%
Materials		8.25%
Telecommunication Services		0.64%
Utilities		4.89%
Short-Term Investment		1.95%
Total		100.00%

* A sector may comprise several industries.

Lord Abbett Securities Trust – Micro Cap Growth Fund

Ten Largest Holdings	% of Investments
NxStage Medical, Inc.		2.70%
hiSoft Technology International Ltd. ADR		2.32%
Limelight Networks, Inc.		2.18%
DexCom, Inc.		1.88%
Compellent Technologies, Inc.		1.85%
LogMeIn, Inc.		1.85%
Neogen Corp.		1.82%
Cyberonics, Inc.		1.81%
IPG Photonics Corp.		1.76%
GeoEye, Inc.		1.72%

Holdings by Sector*	% of Investments
Consumer Discretionary		21.13%
Consumer Staples		1.33%
Energy		2.10%
Financials		8.02%
Health Care		18.83%
Industrials		8.78%
Information Technology		33.23%
Materials		2.87%
Short-Term Investment		3.71%
Total		100.00%

* A sector may comprise several industries.

149

Investments in Underlying Funds (unaudited)(continued)

Lord Abbett Securities Trust — Micro Cap Value Fund

Ten Largest Holdings	% of Investments
Overhill Farms, Inc.		2.63%
Radiant Systems, Inc.		2.51%
Commercial Vehicle Group, Inc.		2.06%
LSB Industries, Inc.		1.81%
Spectrum Control, Inc.		1.67%
Mercury Computer Systems, Inc.		1.66%
Team, Inc.		1.58%
Multi-Color Corp.		1.57%
Mobile Mini, Inc.		1.56%
Pier 1 Imports, Inc.		1.55%

Holdings by Sector*	% of Investments
Consumer Discretionary		14.71%
Consumer Staples		2.64%
Energy		1.73%
Financials		14.92%
Health Care		8.22%
Industrials		29.17%
Information Technology		15.16%
Materials		7.13%
Utilities		1.42%
Short-Term Investment		4.90%
Total		100.00%

* A sector may comprise several industries.

Lord Abbett Blend Trust — Small Cap Blend Fund

Ten Largest Holdings	% of Investments
Kforce, Inc.		2.07%
CLARCOR, Inc.		2.05%
Semtech Corp.		2.01%
Aaron’s, Inc.		2.00%
Watsco, Inc.		1.90%
Kraton Performance Polymers, Inc.		1.89%
Exco Resources, Inc.		1.84%
A.O. Smith Corp.		1.80%
Steelcase, Inc. Class A		1.79%
Deckers Outdoor Corp.		1.74%

Holdings by Sector*	% of Investments
Consumer Discretionary		13.47%
Consumer Staples		2.23%
Energy		4.02%
Financials		17.68%
Health Care		12.87%
Industrials		26.40%
Information Technology		13.58%
Materials		7.14%
Short-Term Investment		2.61%
Total		100.00%

* A sector may comprise several industries.

150

Investments in Underlying Funds (unaudited)(concluded)

Lord Abbett Research Fund, Inc. — Small Cap Value Fund

Ten Largest Holdings	% of Investments
Olin Corp.		2.31%
Hexcel Corp.		2.19%
Cabot Corp.		2.14%
Healthspring, Inc.		1.64%
Chicago Bridge & Iron Co. NV		1.59%
Ferro Corp.		1.48%
Plexus Corp.		1.43%
Kirby Corp.		1.42%
Reliance Steel & Aluminum Co.		1.37%
Entertainment Properties Trust		1.34%

Holdings by Sector*	% of Investments
Consumer Discretionary		10.68%
Consumer Staples		2.05%
Energy		4.56%
Financials		16.18%
Health Care		10.11%
Industrials		27.39%
Information Technology		12.86%
Materials		13.03%
Utilities		0.93%
Short-Term Investment		2.21%
Total		100.00%

* A sector may comprise several industries.

Lord Abbett Securities Trust — Value Opportunities Fund

Ten Largest Holdings	% of Investments
Interpublic Group of Cos., Inc. (The)		2.30%
Albemarle Corp.		1.89%
Lazard Ltd. Class A		1.86%
Sapient Corp.		1.72%
UGI Corp.		1.62%
PerkinElmer, Inc.		1.59%
Agnico-Eagle Mines Ltd.		1.59%
Watson Pharmaceuticals, Inc.		1.55%
PartnerRe Ltd.		1.54%
Olin Corp.		1.52%

Holdings by Sector*	% of Investments
Consumer Discretionary		13.46%
Consumer Staples		2.18%
Energy		6.91%
Financials		16.12%
Health Care		6.94%
Industrials		21.73%
Information Technology		13.58%
Materials		9.38%
Utilities		3.61%
Short-Term Investment		6.09%
Total		100.00%

* A sector may comprise several industries

151

Basic Information About Management

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

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

Interested Trustees

The following Trustees are associated with Lord Abbett and are “interested persons” of the Trust as defined in the Act. Mr. Dow and Ms. Foster are officers and directors or trustees of each of the 14 Lord Abbett-sponsored funds, which consist of 53 portfolios or series.

Name, Address and Year of Birth	Current Position and Length of Service with the Trust	Principal Occupation and Other Directorships During Past Five Years
Robert S. Dow Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1945)	Trustee since 1993 and Chairman since 1996	Principal Occupation: Senior Partner of Lord Abbett (since 2007) and was formerly Managing Partner (1996 - 2007) and Chief Investment Officer (1995 - 2007), joined Lord Abbett in 1972. Other Directorships: None.
Daria L. Foster Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1954)	Trustee and President since 2006	Principal Occupation: Managing Partner of Lord Abbett (since 2007), and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990. Other Directorships: None.

Independent Trustees

The following Independent Trustees also are directors or trustees of each of the 14 Lord Abbett-sponsored funds, which consist of 53 portfolios or series.

Name, Address and Year of Birth	Current Position and Length of Service with the Trust	Principal Occupation and Other Directorships During Past Five Years
E. Thayer Bigelow Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1941)	Trustee since 1994	Principal Occupation: Managing General Partner, Bigelow Media, LLC (since 2000); Senior Adviser, Time Warner Inc. (1998 - 2000). Other Directorships: Currently serves as director of Crane Co. (since 1984) and Huttig Building Products Inc. (since 1998). Previously served as a director of R.H. Donnelley Inc. (2009 - 2010) and Adelphia Communications Inc. (2003 - 2007).

152

Basic Information About Management (continued)

Name, Address and Year of Birth	Current Position and Length of Service with the Trust	Principal Occupation and Other Directorships During Past Five Years
William H.T. Bush Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1938)	Trustee since 1998	Principal Occupation: Co-founder and Chairman of the Board of the financial advisory firm of Bush–O’Donnell & Company (since 1986). Other Directorships: Currently serves as director of WellPoint, Inc., a health benefits company (since 2002). Previously served as a director of Engineered Support Systems, Inc.
Robert B. Calhoun, Jr. Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1942)	Trustee since 1998	Principal Occupation: Senior Advisor of Monitor Clipper Partners, a private equity investment fund (since 1997); President of Clipper Asset Management Corp. (1991 - 2009). Other Directorships: Previously served as a director of Avondale, Inc. (1991 - 2005) and Interstate Bakeries Corp. (1991 - 2008).
Julie A. Hill Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1946)	Trustee since 2004	Principal Occupation: Owner and CEO of The Hill Company, a business consulting firm (since 1998). Other Directorships: Currently serves as director of WellPoint, Inc., a health benefits company (since 1994). Previously served as a director of Resources Connection, Inc., a consulting firm 2004 - 2007).
Franklin W. Hobbs Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Trustee since 2001	Principal Occupation: Advisor of One Equity Partners, a private equity firm (since 2004). Other Directorships: Currently serves as a director and Chairman of the Board of GMAC Inc., a financial services firm (since 2009) and as a director of Molson Coors Brewing Company (since 2002).
Thomas J. Neff Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1937)	Trustee since 1993	Principal Occupation: Chairman of Spencer Stuart (U.S.), an executive search consulting firm (since 1996). Other Directorships: Currently serves as director of Ace, Ltd. (since 1997). Previously served as a director of Hewitt Associates, Inc. (2004 - 2010).
James L.L. Tullis Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Trustee since 2006	Principal Occupation: CEO of Tullis-Dickerson and Co. Inc., a venture capital management firm (since 1990). Other Directorships: Currently serves as director of Crane Co. (since 1998). Previously served as a director of Viacell Inc. (2003 - 2007).

153

Basic Information About Management (continued)

Officers

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

Name and Year of Birth	Current Position with the Trust	Length of Service of Current Position	Principal Occupation During Past Five Years
Robert S. Dow (1945)	Chief Executive Officer and Chairman	Elected in 1996	Senior Partner of Lord Abbett (since 2007), and was formerly Managing Partner (1996 - 2007) and Chief Investment Officer (1995 - 2007), joined Lord Abbett in 1972.
Daria L. Foster (1954)	President	Elected in 2006	Managing Partner of Lord Abbett (since 2007), and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990.
Robert P. Fetch (1953)	Executive Vice President	Elected in 1999	Partner and Director, joined Lord Abbett in 1995.
Daniel H. Frascarelli (1954)	Executive Vice President	Elected in 2009	Partner and Director, joined Lord Abbett in 1990.
Robert I. Gerber (1954)	Executive Vice President	Elected in 2005	Partner and Chief Investment Officer (since 2007), joined Lord Abbett in 1997 as Director of Taxable Fixed Income Management.
Gerard S. E. Heffernan, Jr. (1963)	Executive Vice President	Elected in 1999	Partner and Director, joined Lord Abbett in 1998.
Todd D. Jacobson (1966)	Executive Vice President	Elected in 2003	Portfolio Manager, joined Lord Abbett in 2003.
Vincent J. McBride (1964)	Executive Vice President	Elected in 2003	Partner and Director, joined Lord Abbett in 2003.
F. Thomas O’Halloran, III (1955)	Executive Vice President	Elected in 2003	Partner and Director, joined Lord Abbett in 2001.
Harold E. Sharon (1960)	Executive Vice President	Elected in 2003	Partner and Director, joined Lord Abbett in 2003.
Christopher J. Towle (1957)	Executive Vice President	Elected in 2005	Partner and Director, joined Lord Abbett in 1987.

154

Basic Information About Management (continued)

Name and Year of Birth	Current Position with the Trust	Length of Service of Current Position	Principal Occupation During Past Five Years
Stacy P. Allen (1967)	Vice President	Elected in 2009	Partner and Chief Administrative Officer (since 2009), and was formerly a Client Portfolio Manager (2006 - 2008) and Director of Institutional Mutual Funds (2003 - 2006), joined Lord Abbett in 2003.
James W. Bernaiche (1956)	Chief Compliance Officer	Elected in 2004	Partner and Chief Compliance Officer, joined Lord Abbett in 2001.
Joan A. Binstock (1954)	Chief Financial Officer and Vice President	Elected in 1999	Partner and Chief Operations Officer, joined Lord Abbett in 1999.
John K. Forst (1960)	Vice President and Assistant Secretary	Elected in 2005	Deputy General Counsel, joined Lord Abbett in 2004.
Anthony W. Hipple (1964)	Vice President	Elected in 2006	Portfolio Manager, joined Lord Abbett in 2002.
Lawrence H. Kaplan (1957)	Vice President and Secretary	Elected in 1997	Partner and General Counsel, joined Lord Abbett in 1997.
Deepak Khanna (1963)	Vice President	Elected in 2008	Portfolio Manager, rejoined Lord Abbett in 2007 from Jennison Associates LLC (2005 - 2007). Mr. Khanna’s former experience at Lord Abbett included Senior Research Analyst – other investment strategies (2000 - 2005).
Thomas B. Maher (1967)	Vice President	Elected in 2008	Partner and Portfolio Manager, joined Lord Abbett in 2003.
Justin C. Maurer (1969)	Vice President	Elected in 2008	Partner and Portfolio Manager, joined Lord Abbett in 2001.
A. Edward Oberhaus, III (1959)	Vice President	Elected in 1993	Partner and Director, joined Lord Abbett in 1983.
Thomas R. Phillips (1960)	Vice President and Assistant Secretary	Elected in 2008	Deputy General Counsel, joined Lord Abbett in 2006 and was formerly an attorney at Morgan, Lewis & Bockius LLP.
Randy M. Reynolds (1972)	Vice President	Elected in 2010	Portfolio Manager, joined Lord Abbett in 1999.

155

Basic Information About Management (concluded)

Name and Year of Birth	Current Position with the Trust	Length of Service of Current Position	Principal Occupation During Past Five Years
Lawrence B. Stoller (1963)	Vice President and Assistant Secretary	Elected in 2007	Partner and Senior Deputy General Counsel, joined Lord Abbett in 2007 and was formerly an Executive Vice President and the General Counsel at Cohen & Steers Capital Management, Inc. (1999 - 2007).
Francis T. Timons (1969)	Vice President	Elected in 2010	Portfolio Manager, joined Lord Abbett in 2007 and was formerly a Research Analyst at Robert W. Baird & Co. (2004 - 2007).
Bernard J. Grzelak (1971)	Treasurer	Elected in 2003	Partner and Director of Fund Administration, joined Lord Abbett in 2003.

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

156

Householding

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

Proxy Voting Policies, Procedures and Records

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

Shareholder Reports and Quarterly Portfolio Disclosure

The Funds are required to file its complete schedule of portfolio holdings with the SEC for their first and third fiscal quarters on Form N-Q. Copies of the filings are available without charge, upon request on the SEC’s Website at www.sec.gov and may be available by calling Lord Abbett at 888-522-2388. You can also obtain copies of Form N-Q by (i) visiting the SEC’s Public Reference Room in Washington, DC (information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330); (ii) sending your request and duplicating fee to the SEC’s Public Reference Section, Washington, DC 20549-1520; or (iii) sending your request electronically, after paying a duplicating fee, to publicinfo@sec.gov.

Tax Information

The percentages below reflect the portion of ordinary income distributions that are eligible for the corporate dividend received deduction (DRD) and qualified dividend income (QDI) for individual shareholders:

Fund Name	DRD			QDI
Alpha Strategy Fund		–	%		100	%
Fundamental Equity Fund		100			100
International Core Equity Fund		–			100
International Dividend Income Fund		–			100
International Opportunities Fund		–			100
Large Cap Value Fund		100			100

157

The International Core Equity and the International Dividend Income Fund intend to pass through foreign income and foreign taxes as follows:

Fund Name	Foreign Source Income		Foreign Taxes
International Core Equity Fund	$	21,943,532	$	1,754,479
International Dividend Income Fund		21,493,485		1,899,185

158

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

Lord Abbett Mutual Fund shares are distributed by LORD ABBETT DISTRIBUTOR LLC.

Lord Abbett Securities Trust

Lord Abbett Alpha Strategy Fund

Lord Abbett Fundamental Equity Fund

Lord Abbett International Core Equity Fund

Lord Abbett International Dividend Income Fund

Lord Abbett International Opportunities Fund

Lord Abbett Large-Cap Value Fund

Lord Abbett Value Opportunities Fund

LST-2-1010

(12/10)

2010

LORD ABBETT

ANNUAL

REPORT    

Lord Abbett

Micro Cap Growth Fund

Micro Cap Value Fund

For the fiscal year ended October 31, 2010

Lord Abbett Micro Cap Growth Fund

and Micro Cap Value Fund Annual Report

For the fiscal year ended October 31, 2010

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

Dear Shareholders: We are pleased to provide you with this overview of the performance of the Lord Abbett Micro Cap Growth Fund and the Lord Abbett Micro Cap Value Fund for the fiscal year ended October 31, 2010. Here, we discuss briefly the major factors that influenced performance. For more detailed and timely information about the Funds, please visit our Website at www.lordabbett.com, where you also can access the quarterly commentaries by the Funds’ portfolio managers.

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

Best regards,

Robert S. Dow

Chairman

Micro Cap Growth Fund

For the fiscal year ended October 31, 2010, the Fund returned 36.66%, reflecting performance at the net asset value (NAV) of Class A shares, with all distributions reinvested, compared to its benchmark, the Russell Microcap^® Growth Index¹, which returned 25.14% over the same period. The Fund’s performance was achieved primarily during favorable market conditions and may not be sustainable over time.

The broad market generally advanced during the beginning of this one-year period, peaking in April 2010, and then entering a period of volatility that continued until August. This market activity was largely influenced by changing perceptions of the U.S. economic recovery, concerns over the stability of the eurozone, and uncertainty surrounding the “flash crash” on May 6, 2010. In late August, Federal Reserve chairman Ben Bernanke spoke of further quantitative easing, and economic data firmed somewhat, seemingly calming investor fears.

We believe that, given the very low interest rate environment, the equity market continues to be attractively valued

1

relative to bonds. In a below-trend growth environment, we believe true secular growth companies will become scarce, and that they will trade at a greater-than-average premium to cyclical growth companies, as well as to defensive names. Our strategy is geared toward finding secular growth companies whose new products, services, and markets enable them to achieve sustainable growth in this more difficult economic environment.

The most significant contributor to performance during the period was stock selection within the information technology sector. ReneSola, a manufacturer of solar wafers, has benefited from increased investments in alternative energy, which has prompted strong demand for its solar panel components. Shares of Netezza Corp., which rose during the year on strong sales and earnings growth, rose further still, following the announcement of its acquisition by IBM. The portfolio also benefited from positive stock selection within the health care sector. NxStage Medical, which has benefited from market acceptance of its new in-home dialysis units, posted strong returns for the year.

Within the financials sector, poor stock selection was the largest detractor from performance during the year. During the period in which it was held, Western Alliance, a regional bank based in Las Vegas, suffered as a result of loan losses in this hard-hit area of the country. Shares of Financial Engines, an independent investment advisor, have experienced negative returns since the company’s IPO in March. Negative stock selection within the utilities sector also hampered relative performance. During the beginning of the one-year period, shares of China Natural Gas fell sharply after the natural gas transporter announced that the opening of a new plant would be delayed approximately six months.

Micro Cap Value Fund

For the fiscal year ended October 31, 2010, the Fund returned 25.63%, reflecting performance at the net asset value (NAV) of Class A shares, with all distributions reinvested, compared to its benchmark, the Russell Microcap^® Value Index,² which returned 25.00% over the same period.

Merger and acquisition activity has picked up in 2010, exceeding the activity of 2008 and 2009, particularly in the small cap market. Within the Russell 2000^® Index,³ 77 deals had been announced through September 30, 2010, versus 27 deals in 2009 and 30 deals in 2008. The Fund has benefited from this trend, as nine companies in which the Fund is invested have received buyout offers year to date (as of September 30, 2010).

During the period, the Fund benefited from an underweight in the financials sector, primarily within the commercial bank industry. Positive stock selection and an overweight in the materials sector were also notable. Within the materials sector, LSB Industries, Inc., a manufacturer of heating, ventilation, and air-conditioning products,

2

added value as backlog and order volume grew and as the company experienced end-market strength driven by the company’s chemical businesses. Quaker Chemical Corp., a producer of specialized chemicals used in steel and metal processing and manufacturing, also performed well during the fiscal year, benefiting from the global rebound in worldwide steel production.

Conversely, stock selection and an overweight in the health care sector detracted from performance. Shares of Addus HomeCare Corp., a provider of home-based social and medical services, fell sharply after reporting a large fourth quarter miss primarily due to a bad debt reserve charge. Shares also were negatively affected as stocks of home health care providers have been under pressure as the government has been investigating Medicare reimbursement practices. Cypress Bioscience, Inc., a therapeutics and personalized medicine services provider, entered into an exclusive North American license for the development and commercialization of BioLineRx’s CYP-1020, a potential breakthrough treatment for schizophrenia. The company was negatively affected by near-term concerns regarding prospective upfront and ongoing development costs. Within the consumer staples sector, Overhill Farms, Inc., a frozen food supplier, was affected by weaker sales due to the difficult economic climate and a delay in the start-up of business with new customers.

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

¹  The Russell Microcap^® Growth Index measures the performance of the microcap growth segment of the U.S. equity market. It includes those Russell Microcap Index companies with higher price-to-book ratios and higher forecasted growth values.

²  The Russell Microcap^® Value Index measures the performance of the microcap value segment of the U.S. equity market. It includes those Russell Microcap Index companies with lower price-to-book ratios and lower forecasted growth values.

³  The Russell 2000^® Index measures the performance of the 2,000 smallest companies in the Russell 3000^® Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index.

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

Important Performance and Other Information

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

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

3

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

The views of the Funds’ management and the portfolio holdings described above are as of October 31, 2010; these views and portfolio holdings may have changed subsequent to this date, and they do not guarantee the future performance of the markets or the Funds. Information provided in this report should not be considered a recommendation to purchase or sell securities.

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

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

4

Micro Cap Growth Fund

Investment Comparison

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

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended October 31, 2010

	1 Year	5 Years	10 Years
Class A3	28.81%	7.34%	6.92%
Class I4	37.00%	8.89%	7.85%

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

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

³    Total return, which is the percent change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended October 31, 2010, is calculated using the SEC required uniform method to compute such return.

⁴    Performance is at net asset value.

5

Micro Cap Value Fund

Investment Comparison

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

Average Annual Total Returns at Maximum Applicable

Sales Charge for the Periods Ended October 31, 2010

	1 Year	5 Years	10 Years
Class A3	18.43%	3.20%	12.04%
Class I4	25.97%	4.69%	13.02%

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

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

³    Total return, which is the percent change in net asset value, after deduction of the maximum initial sales charge of 5.75% applicable to Class A shares, with all dividends and distributions reinvested for the periods shown ended October 31, 2010, is calculated using the SEC required uniform method to compute such return.

⁴    Performance is at net asset value.

6

Expense Examples

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

7

Micro Cap Growth Fund

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

	Beginning Account Value		Ending Account Value		Expenses Paid During Period†
	5/1/10		10/31/10		5/1/10 - 10/31/10
Class A
Actual	$	1,000.00	$	1,097.20	$	11.10
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.63	$	10.66
Class I
Actual	$	1,000.00	$	1,098.40	$	9.78
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,015.89	$	9.40

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (2.10% for Class A and 1.85% for Class I) multiplied by the average account value over the period, multiplied by 184/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

October 31, 2010

Sector*	%**
Consumer Discretionary		21.13%
Consumer Staples		1.33%
Energy		2.10%
Financials		8.02%
Health Care		18.83%
Industrials		8.78%
Information Technology		33.23%
Materials		2.87%
Short-Term Investment		3.71%
Total		100.00%

* A sector may comprise several industries.

** Represents percent of total investments.

8

Micro Cap Value Fund

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

	Beginning Account Value		Ending Account Value		Expenses Paid During Period†
	5/1/10		10/31/10		5/1/10 - 10/31/10
Class A
Actual	$	1,000.00	$	1,009.10	$	10.38
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,014.87	$	10.41
Class I
Actual	$	1,000.00	$	1,010.60	$	9.12
Hypothetical (5% Return Before Expenses)	$	1,000.00	$	1,016.13	$	9.15

^† For each class of the Fund, net expenses are equal to the annualized expense ratio for such class (2.05% for Class A and 1.80% for Class I) multiplied by the average account value over the period, multiplied by 184/365 (to reflect one-half year period).

Portfolio Holdings Presented by Sector

October 31, 2010

Sector*	%**
Consumer Discretionary		14.71%
Consumer Staples		2.64%
Energy		1.73%
Financials		14.92%
Health Care		8.22%
Industrials		29.17%
Information Technology		15.16%
Materials		7.13%
Utilities		1.42%
Short-Term Investment		4.90%
Total		100.00%

* A sector may comprise several industries.

** Represents percent of total investments.

9

Schedule of Investments

MICRO CAP GROWTH FUND October 31, 2010

Investments	Shares		Value (000)
COMMON STOCKS 95.44%
Aerospace & Defense 1.71%
GeoEye, Inc.*		40,000	$	1,771
Auto Components 1.55%
Westport Innovations, Inc. (Canada)*(a)		88,614		1,606
Beverages 0.45%
Boston Beer Co., Inc. (The) Class A*		6,600		472
Capital Markets 1.39%
Financial Engines, Inc.*		98,077		1,445
Chemicals 1.41%
STR Holdings, Inc.*		58,710		1,459
Commercial Banks 2.71%
Columbia Banking System, Inc.		41,700		759
Texas Capital Bancshares, Inc.*		40,800		740
Western Alliance Bancorp*		218,200		1,318
Total				2,817
Commercial Services & Supplies 0.42%
Higher One Holdings, Inc.*		25,154		439
Computers & Peripherals 1.84%
Compellent Technologies, Inc.*		75,500		1,908
Construction & Engineering 0.11%
MYR Group, Inc.*		7,500		117
Diversified Consumer Services 1.34%
K12, Inc.*		49,812		1,390
Diversified Financial Services 2.95%
Encore Capital Group, Inc.*		74,900		1,522
MarketAxess Holdings, Inc.		84,900		1,543
Total				3,065

Investments	Shares		Value (000)
Electrical Equipment 0.86%
Lihua International, Inc. (China)*(a)		13,300	$	142
Satcon Technology Corp.*		188,000		756
Total				898
Electronic Equipment, Instruments & Components 4.59%
FARO Technologies, Inc.*		38,880		938
Hollysys Automation Technologies Ltd. (China)*(a)		65,807		832
IPG Photonics Corp.*		80,459		1,810
Maxwell Technologies, Inc.*		73,161		1,187
Total				4,767
Health Care Equipment & Supplies 14.58%
Cyberonics, Inc.*		67,600		1,860
DexCom, Inc.*		140,647		1,934
Endologix, Inc.*		268,083		1,482
HeartWare International, Inc.*		20,500		1,401
Insulet Corp.*		104,764		1,671
MAKO Surgical Corp.*		34,100		368
Neogen Corp.*		56,000		1,871
NxStage Medical, Inc.*		137,729		2,777
Synovis Life Technologies, Inc.*		56,000		840
Vascular Solutions, Inc.*		85,800		929
Total				15,133
Health Care Providers & Services 2.58%
Bio-Reference Laboratories, Inc.*		58,802		1,268
MWI Veterinary Supply, Inc.*		24,600		1,407
Total				2,675
Hotels, Restaurants & Leisure 5.37%
7 Days Group Holdings Ltd. ADR*		79,500		1,596
BJ’s Restaurants, Inc.*		46,248		1,533
Bravo Brio Restaurant Group, Inc.*		41,423		746

See Notes to Financial Statements.

10

Schedule of Investments (continued)

MICRO CAP GROWTH FUND October 31, 2010

Investments	Shares		Value (000)
Hotels, Restaurants & Leisure (continued)
Country Style Cooking Restaurant Chain Co., Ltd. ADR*		25,900	$	766
Peet’s Coffee & Tea, Inc.*		24,500		937
Total				5,578
Household Durables 1.36%
iRobot Corp.*		67,700		1,414
Information Technology Services 3.29%
hiSoft Technology International Ltd. ADR*		89,579		2,383
RightNow Technologies, Inc.*		39,700		1,037
Total				3,420
Internet & Catalog Retail 3.03%
Overstock.com, Inc.*		51,499		691
Shutterfly, Inc.*		53,600		1,613
US Auto Parts Network, Inc.*		104,900		838
Total				3,142
Internet Software & Services 12.70%
Ancestry.com, Inc.*		57,962		1,546
Constant Contact, Inc.*		57,497		1,322
IntraLinks Holdings, Inc.*		64,473		1,410
KIT Digital, Inc.*		79,800		1,099
Limelight Networks, Inc.*		330,900		2,243
Liquidity Services, Inc.*		88,700		1,419
LivePerson, Inc.*		150,900		1,397
LogMeIn, Inc.*		47,800		1,899
Perficient, Inc.*		80,445		849
Total				13,184
Leisure Equipment & Products 0.82%
Shuffle Master, Inc.*		90,300		850
Machinery 3.47%
Chart Industries, Inc.*		66,646		1,553

Investments	Shares		Value (000)
China Valves Technology, Inc. (China)*(a)		89,742	$	782
RBC Bearings, Inc.*		38,140		1,271
Total				3,606
Media 1.33%
IMAX Corp. (Canada)*(a)		63,605		1,377
Metals & Mining 1.44%
Brush Engineered Materials, Inc.*		44,975		1,491
Oil, Gas & Consumable Fuels 2.09%
Clean Energy Fuels Corp.*		33,209		482
Kodiak Oil & Gas Corp.*		408,400		1,683
Total				2,165
Personal Products 0.86%
Inter Parfums, Inc.		51,200		895
Pharmaceuticals 1.50%
Eurand NV (Netherlands)*(a)		142,500		1,562
Professional Services 2.13%
Kforce, Inc.*		82,795		1,243
TrueBlue, Inc.*		68,700		965
Total				2,208
Real Estate Management & Development 0.89%
Altisource Portfolio Solutions SA (Luxembourg)*(a)		35,320		924
Semiconductors & Semiconductor Equipment 5.19%
ANADIGICS, Inc.*		223,881		1,516
JinkoSolar Holding Co., Ltd. ADR*		33,400		1,007
MaxLinear, Inc. Class A*		35,824		374
ReneSola Ltd. ADR*		146,400		1,752
Rubicon Technology, Inc.*		31,900		737
Total				5,386

See Notes to Financial Statements.

11

Schedule of Investments (concluded)

MICRO CAP GROWTH FUND October 31, 2010

Investments	Shares		Value (000)
Software 5.32%
ChinaCache International Holdings Ltd. ADR*		42,700	$	1,031
Sourcefire, Inc.*		13,492		318
Synchronoss Technologies, Inc.*		74,787		1,594
Taleo Corp. Class A*		32,800		941
VanceInfo Technologies, Inc. ADR*		44,972		1,636
Total				5,520
Specialty Retail 5.69%
Body Central Corp.*		66,500		891
hhgregg, Inc.*		35,233		812
Lumber Liquidators Holdings, Inc.*		20,800		501
Monro Muffler Brake, Inc.		24,900		1,189
Vitamin Shoppe, Inc.*		42,254		1,175
Zumiez, Inc.*		50,963		1,336
Total				5,904
Textiles, Apparel & Luxury Goods 0.47%
Vera Bradley, Inc.*		17,700		484
Total Common Stocks (cost $73,094,273)				99,072

Investments	Principal Amount (000)		Value (000)
SHORT-TERM INVESTMENT 3.67%
Repurchase Agreement
Repurchase Agreement dated 10/29/2010, 0.02% due 11/1/2010 with Fixed Income Clearing Corp. collateralized by $3,705,000 of Federal Home Loan Mortgage Corp. at 5.25% due 7/18/2011; value: $3,890,250; proceeds: $3,813,717 (cost $3,813,711)	$	3,814	$	3,814
Total Investments in Securities 99.11% (cost $76,907,984)				102,886
Other Assets in Excess of Liabilities 0.89%				926
Net Assets 100.00%			$	103,812

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

See Notes to Financial Statements.

12

Schedule of Investments

MICRO CAP VALUE FUND October 31, 2010

Investments	Shares		Value (000)
COMMON STOCKS 96.19%
Aerospace & Defense 1.27%
CPI Aerostructures, Inc.*		4,888	$	54
Global Defense Technology & Systems, Inc.*		103,300		1,415
Total				1,469
Auto Components 5.56%
Amerigon, Inc.*		114,937		1,239
Commercial Vehicle Group, Inc.*		179,628		2,412
Drew Industries, Inc.*		73,400		1,547
Modine Manufacturing Co.*		92,692		1,253
Total				6,451
Automobiles 0.36%
Dorman Products, Inc.*		11,600		423
Capital Markets 0.12%
Duff & Phelps Corp. Class A		9,680		135
Chemicals 5.67%
Balchem Corp.		46,900		1,433
KMG Chemicals, Inc.		106,948		1,496
LSB Industries, Inc.*		95,100		2,126
Quaker Chemical Corp.		41,700		1,519
Total				6,574
Commercial Banks 9.27%
Bancorp Rhode Island, Inc.		42,449		1,235
Bryn Mawr Bank Corp.		50,182		839
Centerstate Banks, Inc.		148,300		1,097
Metro Bancorp, Inc.*		45,377		459
MidSouth Bancorp, Inc.		112,800		1,550
Sandy Spring Bancorp, Inc.		93,700		1,630
SCBT Financial Corp.		28,400		867
Southern National Bancorp of Virginia, Inc.*		52,641		402
Sterling Bancorp		153,100		1,438
Washington Banking Co.		98,200		1,236
Total				10,753

Investments	Shares		Value (000)
Commercial Services & Supplies 7.58%
McGrath RentCorp		54,800	$	1,387
Metalico, Inc.*		108,619		471
Mobile Mini, Inc.*		105,000		1,830
Multi-Color Corp.		115,832		1,848
Perma-Fix Environmental Services, Inc.*		172,622		290
Standard Parking Corp.*		65,300		1,116
Team, Inc.*		93,200		1,849
Total				8,791
Communications Equipment 2.84%
Anaren, Inc.*		88,700		1,484
Bel Fuse, Inc. Class B		79,300		1,809
Total				3,293
Computers & Peripherals 2.02%
Electronics for Imaging, Inc.*		61,600		843
Rimage Corp.*		101,300		1,502
Total				2,345
Construction & Engineering 4.85%
Great Lakes Dredge & Dock Co.		128,125		793
Michael Baker Corp.*		45,526		1,488
MYR Group, Inc.*		76,400		1,191
Orion Marine Group, Inc.*		104,500		1,307
Sterling Construction Co., Inc.*		69,400		847
Total				5,626
Diversified Consumer Services 1.52%
CPI Corp.		71,500		1,763
Diversified Financial Services 1.43%
Marlin Business Services Corp.*		136,528		1,662
Electronic Equipment, Instruments & Components 5.48%
CTS Corp.		110,825		1,125

See Notes to Financial Statements.

13

Schedule of Investments (continued)

MICRO CAP VALUE FUND October 31, 2010

Investments	Shares		Value (000)
Electronic Equipment, Instruments & Components (continued)
Mercury Computer Systems, Inc.*		122,900	$	1,947
Methode Electronics, Inc.		137,800		1,280
Spectrum Control, Inc.*		128,600		1,962
TESSCO Technologies, Inc.		3,100		47
Total				6,361
Energy Equipment & Services 0.97%
Tesco Corp. (Canada)*(a)		89,300		1,131
Food Products 2.66%
Overhill Farms, Inc.*		594,457		3,091
Gas Utilities 1.20%
Chesapeake Utilities Corp.		38,100		1,398
Health Care Equipment & Supplies 4.32%
ICU Medical, Inc.*		47,300		1,726
Medical Action Industries, Inc.*		176,098		1,747
Merit Medical Systems, Inc.*		97,200		1,537
Total				5,010
Health Care Providers & Services 3.22%
Addus HomeCare Corp.*		9,041		28
Almost Family, Inc.*		18,200		628
American Dental Partners, Inc.*		128,827		1,502
Continucare Corp.*		223,400		1,005
CorVel Corp.*		12,720		570
Total				3,733
Hotels, Restaurants & Leisure 0.97%
Famous Dave’s of America, Inc.*		20,850		199
Marcus Corp. (The)		71,832		921
Total				1,120

Investments	Shares		Value (000)
Insurance 2.77%
American Physicians Service Group, Inc.		49,931	$	1,618
Donegal Group, Inc. Class A		114,908		1,591
Total				3,209
Leisure Equipment & Products 0.56%
RC2 Corp.*		30,600		646
Life Sciences Tools & Services 0.78%
Kendle International, Inc.*		99,000		902
Machinery 5.45%
Columbus McKinnon Corp.*		90,500		1,589
Dynamic Materials Corp.		43,500		676
EnPro Industries, Inc.*		26,300		924
Kadant, Inc.*		4,600		90
L.B. Foster Co. Class A*		49,761		1,643
RBC Bearings, Inc.*		42,120		1,403
Total				6,325
Metals & Mining 1.55%
Universal Stainless & Alloy Products, Inc.*		62,031		1,795
Oil, Gas & Consumable Fuels 0.77%
Approach Resources, Inc.*		58,100		898
Professional Services 5.77%
Barrett Business Services, Inc.		104,700		1,607
Exponent, Inc.*		36,039		1,150
ICF International, Inc.*		22,700		582
Kforce, Inc.*		111,900		1,680
SFN Group, Inc.*		221,100		1,676
Total				6,695
Road & Rail 2.18%
Celadon Group, Inc.*		86,300		1,119
Marten Transport Ltd.		66,403		1,410
Total				2,529

See Notes to Financial Statements.

14

Schedule of Investments (concluded)

MICRO CAP VALUE FUND October 31, 2010

Investments	Shares		Value (000)
Semiconductors & Semiconductor Equipment 1.82%
Lattice Semiconductor Corp.*		198,700	$	966
Pericom Semiconductor Corp.*		121,277		1,142
Total				2,108
Software 3.17%
Radiant Systems, Inc.*		151,027		2,947
Smith Micro Software, Inc.*		60,100		731
Total				3,678
Specialty Retail 5.91%
America’s Car-Mart, Inc.*		57,900		1,544
Monro Muffler Brake, Inc.		20,750		991
Pacific Sunwear of California, Inc.*		258,900		1,543
Pier 1 Imports, Inc.*		209,300		1,817
Shoe Carnival, Inc.*		42,000		962
Total				6,857
Thrifts & Mortgage Finance 1.50%
Radian Group, Inc.		113,000		858
Territorial Bancorp, Inc.		52,200		886
Total				1,744
Trading Companies & Distributors 2.41%
Rush Enterprises, Inc. Class B*		116,050		1,742
SeaCube Container Leasing Ltd.*		90,400		1,053
Total				2,795
Water Utilities 0.24%
Connecticut Water Service, Inc.		11,200		273
Total Common Stocks (cost $94,639,042)				111,583

Investments	Principal Amount (000)		Value (000)
SHORT-TERM INVESTMENT 4.96%
Repurchase Agreement
Repurchase Agreement dated 10/29/2010, 0.02% due 11/1/2010 with Fixed Income Clearing Corp. collateralized by $5,275,000 of Federal National Mortgage Assoc. at 4.125% due 4/15/2014; value: $5,869,493; proceeds: $5,753,274 (cost $5,753,264)	$	5,753	$	5,753
Total Investments in Securities 101.15% (cost $100,392,306)				117,336
Liabilities in Excess of Other Assets (1.15%)				(1,329	)
Net Assets 100.00%			$	116,007

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

See Notes to Financial Statements.

15

Statements of Assets and Liabilities

October 31, 2010

	Micro Cap Growth Fund			Micro Cap Value Fund
ASSETS:
Investments in securities, at cost	$	76,907,984		$	100,392,306
Investments in securities, at value	$	102,886,462		$	117,336,352
Receivables:
Dividends		—			24,871
Investment securities sold		2,094,944			231,438
Capital shares sold		6,915			15,365
Prepaid expenses and other assets		2,256			10,046
Total assets		104,990,577			117,618,072
LIABILITIES:
Payables:
Investment securities purchased		976,461			1,395,723
Management fee		127,433			145,623
12b-1 distribution fees		2,959			6,610
Fund administration		3,398			3,883
Trustees’ fees		5,548			7,594
To affiliate (See Note 3)		15,531			7,416
Accrued expenses and other liabilities		47,068			44,025
Total liabilities		1,178,398			1,610,874
NET ASSETS	$	103,812,179		$	116,007,198
COMPOSITION OF NET ASSETS:
Paid-in capital	$	86,971,248		$	114,551,957
Accumulated net investment loss		(5,548	)		(7,594	)
Accumulated net realized loss on investments		(9,131,999	)		(15,481,211	)
Net unrealized appreciation on investments		25,978,478			16,944,046
Net Assets	$	103,812,179		$	116,007,198
Net assets by class:
Class A Shares	$	13,779,131		$	30,138,935
Class I Shares	$	90,033,048		$	85,868,263
Outstanding shares by class (unlimited number of authorized shares of beneficial interest):
Class A Shares		890,817			1,291,885
Class I Shares		5,641,956			3,591,656
Net asset value, offering and redemption price per share (Net assets divided by outstanding shares):
Class A Shares-Net asset value		$15.47			$23.33
Class A Shares-Maximum offering price (Net asset value plus sales charge of 5.75%)		$16.41			$24.75
Class I Shares-Net asset value		$15.96			$23.91

See Notes to Financial Statements.

16

Statements of Operations

For the Year Ended October 31, 2010

	Micro Cap Growth Fund			Micro Cap Value Fund
Investment income:
Dividends	$	58,772		$	587,088
Interest		663			859
Total investment income		59,435			587,947
Expenses:
Management fee		1,266,790			1,516,551
12b-1 distribution plan-Class A		30,004			66,886
Shareholder servicing		16,418			29,469
Professional		40,450			40,618
Fund administration		33,781			40,442
Custody		16,971			8,434
Trustees’ fees		2,262			2,737
Registration		25,957			26,654
Subsidy (See Note 3)		167,375			166,465
Other		2,053			3,401
Gross expenses		1,602,061			1,901,657
Expense reductions (See Note 7)		(23	)		(43	)
Management fee waived (See Note 3)		(9,660	)		—
Net expenses		1,592,378			1,901,614
Net investment loss		(1,532,943	)		(1,313,667	)
Net realized and unrealized gain:
Net realized gain on investments		8,577,797			6,709,371
Net change in unrealized appreciation/depreciation on investments		19,340,151			16,958,204
Net realized and unrealized gain		27,917,948			23,667,575
Net Increase in Net Assets Resulting From Operations		$26,385,005		$	22,353,908

See Notes to Financial Statements.

17

Statements of Changes in Net Assets

	Micro Cap Growth Fund
INCREASE IN NET ASSETS	For the Year Ended October 31, 2010			For the Year Ended October 31, 2009
Operations:
Net investment loss	$	(1,532,943	)	$	(1,016,136	)
Net realized gain (loss) on investments		8,577,797			(3,650,855	)
Net change in unrealized appreciation/depreciation on investments		19,340,151			18,755,544
Net increase in net assets resulting from operations		26,385,005			14,088,553
Capital share transactions (See Note 11):
Net proceeds from sales of shares		14,080,656			7,375,201
Cost of shares reacquired		(1,048,047	)		(6,669,129	)
Net increase in net assets resulting from capital share transactions		13,032,609			706,072
Net increase in net assets		39,417,614			14,794,625
NET ASSETS:
Beginning of year	$	64,394,565		$	49,599,940
End of year	$	103,812,179		$	64,394,565
Accumulated net investment loss	$	(5,548	)	$	(4,847	)

See Notes to Financial Statements.

18

Statements of Changes in Net Assets (concluded)

	Micro Cap Value Fund
INCREASE IN NET ASSETS	For the Year Ended October 31, 2010			For the Year Ended October 31, 2009
Operations:
Net investment loss	$	(1,313,667	)	$	(661,736	)
Net realized gain (loss) on investments		6,709,371			(16,175,437	)
Net change in unrealized appreciation/depreciation on investments		16,958,204			24,647,555
Net increase in net assets resulting from operations		22,353,908			7,810,382
Capital share transactions (See Note 11):
Net proceeds from sales of shares		14,238,285			9,326,467
Cost of shares reacquired		(1,292,071	)		(1,834,711	)
Net increase in net assets resulting from capital share transactions		12,946,214			7,491,756
Net increase in net assets		35,300,122			15,302,138
NET ASSETS:
Beginning of year	$	80,707,076		$	65,404,938
End of year	$	116,007,198		$	80,707,076
Accumulated net investment loss	$	(7,594	)	$	(6,768	)

See Notes to Financial Statements.

19

Financial Highlights

MICRO CAP GROWTH FUND

	Class A Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$11.32			$  9.07			$17.36			$14.18			$14.24
Investment operations:
Net investment loss(a)		(.27	)		(.19	)		(.24	)		(.26	)		(.24	)
Net increase from payment by an affiliate for net loss realized on disposal of investments purchased/sold in error		–			–			–			–	(b)		–
Net realized and unrealized gain (loss)		4.42			2.44			(7.71	)		5.83			2.05
Total from investment operations		4.15			2.25			(7.95	)		5.57			1.81
Distributions to shareholders from:
Net realized gain		–			–			(.34	)		(2.39	)		(1.87	)
Net asset value, end of year		$15.47			$11.32			$  9.07			$17.36			$14.18
Total Return(c)		36.66	%		24.81	%		(46.57	)%		45.19	%(d)		14.29	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		2.10	%		2.09	%		2.09	%		2.10	%		2.10	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		2.10	%		2.09	%		2.09	%		2.09	%		2.10	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		2.11	%		2.30	%		2.23	%		2.48	%		3.26	%
Net investment loss		(2.03	)%		(1.99	)%		(1.88	)%		(1.76	)%		(1.83	)%
Supplemental Data:
Net assets, end of year (000)		$13,779			$10,421			$5,264			$9,882			$5,445
Portfolio turnover rate		115.89	%		147.34	%		173.93	%		205.25	%		222.48	%

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

^(b) Amount is less than $.01.

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

^(d) The effect of payment by an affiliate for violation of an investment restriction on total return is less than .01%.

See Notes to Financial Statements.

20

Financial Highlights (concluded)

MICRO CAP GROWTH FUND

	Class I Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$11.65			$  9.31			$17.76			$14.43			$14.43
Investment operations:
Net investment loss(a)		(.24	)		(.17	)		(.22	)		(.24	)		(.22	)
Net increase from payment by an affiliate for net loss realized on disposal of investments purchased/sold in error		–			–			–			–	(b)		–
Net realized and unrealized gain (loss)		4.55			2.51			(7.89	)		5.96			2.09
Total from investment operations		4.31			2.34			(8.11	)		5.72			1.87
Distributions to shareholders from:
Net realized gain		–			–			(.34	)		(2.39	)		(1.87	)
Net asset value, end of year		$15.96			$11.65			$  9.31			$17.76			$14.43
Total Return(c)		37.00	%		25.13	%		(46.41	)%		45.49	%(d)		14.56	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.85	%		1.85	%		1.84	%		1.85	%		1.85	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.85	%		1.85	%		1.84	%		1.84	%		1.85	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.86	%		2.05	%		1.98	%		2.04	%		3.04	%
Net investment loss		(1.78	)%		(1.75	)%		(1.64	)%		(1.52	)%		(1.59	)%
Supplemental Data:
Net assets, end of year (000)		$90,033			$53,973			$44,336			$56,463			$1,699
Portfolio turnover rate		115.89	%		147.34	%		173.93	%		205.25	%		222.48	%

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

^(b) Amount is less than $.01.

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

^(d) The effect of payment by an affiliate for violation of an investment restriction on total return is less than .01%.

See Notes to Financial Statements.

21

Financial Highlights

MICRO CAP VALUE FUND

	Class A Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$18.57			$16.94			$28.90			$28.67			$26.96
Investment operations:
Net investment loss(a)		(.31	)		(.19	)		(.22	)		(.28	)		(.34	)
Net realized and unrealized gain (loss)		5.07			1.82			(9.79	)		4.89			5.18
Total from investment operations		4.76			1.63			(10.01	)		4.61			4.84
Distributions to shareholders from:
Net realized gain		–			–			(1.95	)		(4.38	)		(3.13	)
Net asset value, end of year		$23.33			$18.57			$16.94			$28.90			$28.67
Total Return(b)		25.63	%		9.62	%		(36.82	)%		18.84	%		20.09	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		2.06	%		2.10	%		2.09	%		2.09	%		2.10	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		2.06	%		2.10	%		2.08	%		2.09	%		2.10	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		2.06	%		2.22	%		2.14	%		2.20	%		2.45	%
Net investment loss		(1.48	)%		(1.14	)%		(.95	)%		(1.05	)%		(1.29	)%
Supplemental Data:
Net assets, end of year (000)		$30,139			$22,730			$17,522			$25,561			$18,156
Portfolio turnover rate		48.03	%		42.27	%		56.70	%		37.11	%		50.45	%

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

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

See Notes to Financial Statements.

22

Financial Highlights (concluded)

MICRO CAP VALUE FUND

	Class I Shares
	Year Ended 10/31
	2010			2009			2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of year		$18.98			$17.27			$29.36			$28.99		$	27.17
Investment operations:
Net investment loss(a)		(.27	)		(.15	)		(.16	)		(.20	)		(.28	)
Net realized and unrealized gain (loss)		5.20			1.86			(9.98	)		4.95			5.23
Total from investment operations		4.93			1.71			(10.14	)		4.75			4.95
Distributions to shareholders from:
Net realized gain		–			–			(1.95	)		(4.38	)		(3.13	)
Net asset value, end of year		$23.91			$18.98			$17.27			$29.36		$	28.99
Total Return(b)		25.97	%		9.90	%		(36.68	)%		19.16	%		20.38	%
Ratios to Average Net Assets:
Expenses, excluding expense reductions and including management fee waived and expenses reimbursed		1.81	%		1.85	%		1.84	%		1.83	%		1.85	%
Expenses, including expense reductions, management fee waived and expenses reimbursed		1.81	%		1.85	%		1.83	%		1.83	%		1.85	%
Expenses, excluding expense reductions, management fee waived and expenses reimbursed		1.81	%		1.97	%		1.89	%		1.93	%		2.20	%
Net investment loss		(1.23	)%		(.90	)%		(.70	)%		(.71	)%		(1.05	)%
Supplemental Data:
Net assets, end of year (000)	$	85,868		$	57,977		$	47,883		$	57,664		$	3,872
Portfolio turnover rate		48.03	%		42.27	%		56.70	%		37.11	%		50.45	%

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

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

See Notes to Financial Statements.

23

Notes to Financial Statements

1.    ORGANIZATION

Lord Abbett Securities Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified open-end management investment company and was organized as a Delaware statutory trust on February 26, 1993. The Trust currently consists of nine funds. This report covers the following two funds (separately, a “Fund” and collectively, the “Funds”) and their respective classes: Lord Abbett Micro-Cap Growth Fund (“Micro Cap Growth Fund”), Class A and I shares and Lord Abbett Micro-Cap Value Fund (“Micro Cap Value Fund”), Class A and I shares. The investment objective of both Micro Cap Growth Fund and Micro Cap Value Fund is long-term capital appreciation.

Each class of shares has different expenses and dividends. A front-end sales charge is normally added to the net asset value (“NAV”) for Class A shares. A contingent deferred sales charge (“CDSC”) may apply to certain redemptions of Class A shares purchased without a sales charge and redeemed before the first day of the month in which the one-year anniversary of the purchase falls (subject to certain exceptions as set forth in the Fund’s prospectus). Class I shares are not subject to any sales charges.

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

2.    SIGNIFICANT ACCOUNTING POLICIES

(a) Investment Valuation–Securities actively traded on any recognized U.S. or non-U.S. exchange or on The NASDAQ Stock Market LLC are valued at the last sale price or official closing price on the exchange or system on which they are principally traded. Events occurring after the close of trading on non-U.S. exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange LLC. Each Fund may rely on an independent fair valuation service in adjusting the valuations of foreign securities. Unlisted equity securities are valued at the last quoted sale price or, if no sale price is available, at the mean between the most recently quoted bid and asked prices. Securities for which market quotations are not readily available are valued at fair value as determined by management and approved in good faith by the Board of Trustees. Short-term securities with 60 days or less remaining to maturity are valued using the amortized cost method, which approximates current fair value.

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

(c) Investment Income–Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis as earned. Discounts are accreted and premiums are amortized using the effective interest method and are included in interest income in the Statements of Operations. Investment income is allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day.

24

Notes to Financial Statements (continued)

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

Each Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Funds’ U.S. federal tax returns remains open for the fiscal years ended October 31, 2007 through October 31, 2010. The statutes of limitations on the Trust’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

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

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

(g) Fair Value Measurements–Fair value is defined as the price that each Fund would receive upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment. A three-tier hierarchy is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk—for example, the risk inherent in a particular valuation technique used to measure fair value (such as a pricing model) and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

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

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

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

25

Notes to Financial Statements (continued)

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

The following is a summary of the inputs used as of October 31, 2010 in valuing each Fund’s investments carried at value:

	Micro Cap Growth Fund								Micro Cap Value Fund
Investment Type*	Level 1 (000)		Level 2 (000)		Level 3 (000)		Total (000)		Level 1 (000)		Level 2 (000)		Level 3 (000)		Total (000)
Common Stocks	$	99,072	$	—	$	—	$	99,072	$	111,583	$	—	$	—	$	111,583
Repurchase Agreement		—		3,814		—		3,814		—		5,753		—		5,753
Total	$	99,072	$	3,814	$	—	$	102,886	$	111,583	$	5,753	$	—	$	117,336

* See Schedule of Investments for values in each industry.

3. MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Management Fee

The Trust has a management agreement with Lord, Abbett & Co. LLC (“Lord Abbett”), pursuant to which Lord Abbett supplies each Fund with investment management services and executive and other personnel, provides office space and pays for ordinary and necessary office and clerical expenses relating to research and statistical work and supervision of each Fund’s investment portfolio.

The management fee is based on each Fund’s average daily net assets at an annual rate of 1.50%.

For Micro Cap Growth Fund and Micro Cap Value Fund, the effective management fee, net of waivers, was 1.49% and 1.50%, respectively.

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

For the period November 1, 2009 through February 26, 2010, Lord Abbett voluntarily agreed to waive all or a portion of its management fee for each Fund and, if necessary, reimburse each Fund’s other expenses to the extent necessary so that each class’ total net annual operating expenses, excluding 12b-1 fees, did not exceed an annualized rate of 1.85%.

Effective February 27, 2010, Lord Abbett has contractually agreed to continue such waivers under the same terms. This agreement may be terminated, with respect to each Fund, only upon the approval of the Funds’ Board of Trustees.

The Funds, along with certain other funds managed by Lord Abbett (collectively, the “Underlying Funds”), have entered into a Servicing Arrangement with Lord Abbett Alpha Strategy Fund (the “Alpha Strategy Fund”) of the Trust, pursuant to which each Underlying Fund pays a portion of the expenses (excluding management fees and distribution and service fees) of Alpha Strategy Fund in proportion to the average daily value of the Underlying Fund shares owned by Alpha Strategy Fund. Amounts paid pursuant to the Servicing Arrangement are included in Subsidy expense on each Fund’s Statement of Operations and Payable to affiliate on each Fund’s Statement of Assets and Liabilities.

26

Notes to Financial Statements (continued)

As of October 31, 2010, the percentages of the Micro Cap Growth Fund’s and Micro Cap Value Fund’s outstanding shares owned by Alpha Strategy Fund were 81.35% and 66.60%, respectively.

12b-1 Distribution Plan

Each Fund has adopted a distribution plan with respect to Class A shares pursuant to Rule 12b-1 under the Act, which provides for the payment of ongoing distribution and service fees to Lord Abbett Distributor LLC (the “Distributor”), an affiliate of Lord Abbett. The fees are accrued daily at annual rates based upon each Fund’s average daily net assets attributable to Class A at an annual rate of .25%.

Class I shares do not have a distribution plan.

Two Trustees and certain of the Trust’s officers have an interest in Lord Abbett.

4. DISTRIBUTIONS AND CAPITAL LOSS CARRYFORWARDS

Dividends from net investment income, if any, are declared and paid at least annually. Taxable net realized gains from investment transactions, reduced by allowable capital loss carryforwards, if any, are declared and distributed to shareholders at least annually. The capital loss carryforward amount, if any, is available to offset future net capital gains. Dividends and distributions to shareholders are recorded on the ex-dividend date. The amounts of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These book/tax differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the components of net assets based on their federal tax basis treatment; temporary differences do not require reclassification. Dividends and distributions, which exceed earnings and profits for tax purposes, are reported as a tax return of capital.

As of October 31, 2010, the components of accumulated gains on a tax-basis were as follows:

	Micro Cap Growth Fund			Micro Cap Value Fund
Capital loss carryforwards*	$	(8,999,397	)	$	(15,468,761	)
Temporary differences		(5,548	)		(7,594	)
Unrealized gains – net		25,845,876			16,931,596
Total accumulated gains – net	$	16,840,931		$	1,455,241

*As of October 31, 2010, the capital loss carryforwards, along with the related expiration dates, were as follows:

	2016		2017		Total
Micro Cap Growth Fund	$	5,036,909	$	3,962,488	$	8,999,397
Micro Cap Value Fund		–		15,468,761		15,468,761

27

Notes to Financial Statements (continued)

As of October 31, 2010, the aggregate unrealized security gains and losses based on cost for U.S. federal income tax purposes were as follows:

	Micro Cap Growth Fund			Micro Cap Value Fund
Tax cost	$	77,040,586		$	100,404,756
Gross unrealized gain		28,054,004			20,523,870
Gross unrealized loss		(2,208,128	)		(3,592,274	)
Net unrealized security gain	$	25,845,876		$	16,931,596

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

Permanent items identified during the fiscal year ended October 31, 2010 have been reclassified among the components of net assets based on their tax basis treatment as follows:

	Accumulated Net Investment Loss		Paid-in Capital
Micro Cap Growth Fund	$	1,532,242	$	(1,532,242	)
Micro Cap Value Fund		1,312,841		(1,312,841	)

The permanent differences are attributable to the tax treatment of net operating losses.

5.    PORTFOLIO SECURITIES TRANSACTIONS

Purchases and sales of investment securities (excluding short-term investments) for the fiscal year ended October 31, 2010 were as follows:

	Purchases		Sales
Micro Cap Growth Fund	$	101,958,934	$	93,042,980
Micro Cap Value Fund		57,516,053		45,953,167

There were no purchases or sales of U.S. Government securities for the fiscal year ended October 31, 2010.

6.    TRUSTEES’ REMUNERATION

The Trust’s officers and the two Trustees who are associated with Lord Abbett do not receive any compensation from the Trust for serving in such capacities. Outside Trustees’ fees are allocated among all Lord Abbett-sponsored funds based on the net assets of each fund. There is an equity-based plan available to all outside Trustees under which outside Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, Trustees’ fees. The deferred amounts are treated as though equivalent dollar amounts had been invested in the funds. Such amounts and earnings accrued thereon are included in Trustees’ fees on the Statements of Operations and in Trustees’ fees payable on the Statements of Assets and Liabilities and are not deductible for U.S. federal income tax purposes until such amounts are paid.

7.    EXPENSE REDUCTIONS

The Trust has entered into an arrangement with its transfer agent and custodian, whereby credits realized as a result of uninvested cash balances are used to reduce a portion of each Fund’s expenses.

28

Notes to Financial Statements (continued)

8.    LINE OF CREDIT

The Funds and certain other funds managed by Lord Abbett have available an unsecured revolving credit facility (“Facility”) from State Street Bank and Trust Company (“SSB”), to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. The Facility is renewed annually under terms that depend on market conditions at the time of the renewal. Accordingly, effective December 4, 2009, the amount available under the Facility remains $200,000,000 and the annual fee to maintain the Facility (of which each participating fund pays its pro rata share based on the net assets of each participating fund) was changed from .125% of the amount available under the Facility to .15%. This amount is included in Other expenses on the Funds’ Statement of Operations.

In connection with the renewal, the Funds paid an upfront commitment fee of .05% on December 4, 2009, which is included in Prepaid expenses and other assets on the Statements of Assets and Liabilities, and is amortized through Other expenses on the Statements of Operations over the annual period. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. As of October 31, 2010, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the fiscal year ended October 31, 2010.

On November 22, 2010, the Funds and certain other funds managed by Lord Abbett entered into a short term extension of the Facility through February 3, 2011.

9. CUSTODIAN AND ACCOUNTING AGENT

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

10. INVESTMENT RISKS

Each Fund is subject to the general risks and considerations associated with equity investing, as well as the particular risks associated with micro-cap and growth or value stocks. The value of an investment in each Fund will fluctuate in response to movements in the equity securities market in general and to the changing prospects of individual companies in which the Funds invest. Micro-cap companies may be subject to greater risks and may be more sensitive to changes in economic conditions than larger, more established companies. There may be less liquidity in micro-cap company stocks, subjecting them to greater price fluctuations than larger company stocks. In the case of Micro Cap Growth Fund, the growth stocks in which it generally invests may add to the Fund’s volatility. In the case of the Micro Cap Value Fund, the intrinsic value of particular value stocks may not be recognized for a long time.

These factors can affect each Fund’s performance.

29

Notes to Financial Statements (concluded)

11. SUMMARY OF CAPITAL TRANSACTIONS

Transactions in shares of beneficial interest were as follows:

Micro Cap Growth Fund	Year Ended October 31, 2010						Year Ended October 31, 2009
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		7,137		$	93,065			468,196		$	3,392,456
Shares reacquired		(37,187	)		(484,780	)		(127,911	)		(1,268,408	)
Increase (decrease)		(30,050	)	$	(391,715	)		340,285		$	2,124,048
Class I Shares
Shares sold		1,049,195		$	13,987,591			518,054		$	3,982,745
Shares reacquired		(41,760	)		(563,267	)		(647,396	)		(5,400,721	)
Increase (decrease)		1,007,435		$	13,424,324			(129,342	)	$	(1,417,976	)
Micro Cap Value Fund	Year Ended October 31, 2010						Year Ended October 31, 2009
Class A Shares	Shares			Amount			Shares			Amount
Shares sold		87,076		$	1,901,984			250,316		$	3,540,920
Shares reacquired		(19,187	)		(412,148	)		(60,906	)		(942,184	)
Increase		67,889		$	1,489,836			189,410		$	2,598,736
Class I Shares
Shares sold		577,917		$	12,336,301			336,054		$	5,785,547
Shares reacquired		(40,182	)		(879,923	)		(54,793	)		(892,527	)
Increase		537,735		$	11,456,378			281,261		$	4,893,020

30

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of Lord Abbett Securities Trust:

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of the Lord Abbett Micro-Cap Growth Fund and Lord Abbett Micro-Cap Value Fund, two of the portfolios constituting the Lord Abbett Securities Trust (the “Trust”) as of October 31, 2010, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2010, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Lord Abbett Micro-Cap Growth Fund and Lord Abbett Micro-Cap Value Fund of the Lord Abbett Securities Trust as of October 31, 2010, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period the ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

New York, New York

December 23, 2010

31

Basic Information About Management

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

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

Interested Trustees

The following Trustees are associated with Lord Abbett and are “interested persons” of the Trust as defined in the Act. Mr. Dow and Ms. Foster are officers and directors or trustees of each of the 14 Lord Abbett-sponsored funds, which consist of 53 portfolios or series.

Name, Address and Year of Birth	Current Position and Length of Service with the Trust	Principal Occupation and Other Directorships During Past Five Years
Robert S. Dow Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1945)	Trustee since 1993 and Chairman since 1996	Principal Occupation: Senior Partner of Lord Abbett (since 2007) and was formerly Managing Partner (1996 – 2007) and Chief Investment Officer (1995 – 2007), joined Lord Abbett in 1972. Other Directorships: None.
Daria L. Foster Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1954)	Trustee and President since 2006	Principal Occupation: Managing Partner of Lord Abbett (since 2007), and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990. Other Directorships: None.

Independent Trustees

The following Independent Trustees also are directors or trustees of each of the 14 Lord Abbett-sponsored funds, which consist of 53 portfolios or series.

Name, Address and Year of Birth	Current Position and Length of Service with the Trust	Principal Occupation and Other Directorships During Past Five Years
E. Thayer Bigelow Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1941)	Trustee since 1994	Principal Occupation: Managing General Partner, Bigelow Media, LLC (since 2000); Senior Adviser, Time Warner Inc. (1998 – 2000). Other Directorships: Currently serves as director of Crane Co. (since 1984) and Huttig Building Products Inc. (since 1998). Previously served as a director of R.H. Donnelley Inc. (2009 – 2010) and Adelphia Communications Inc. (2003 – 2007).

32

Basic Information About Management (continued)

Name, Address and Year of Birth	Current Position and Length of Service with the Trust	Principal Occupation and Other Directorships During Past Five Years
William H.T. Bush Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1938)	Trustee since 1998	Principal Occupation: Co-founder and Chairman of the Board of the financial advisory firm of Bush–O’Donnell & Company (since 1986). Other Directorships: Currently serves as director of WellPoint, Inc., a health benefits company (since 2002). Previously served as a director of Engineered Support Systems, Inc.
Robert B. Calhoun, Jr. Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1942)	Trustee since 1998	Principal Occupation: Senior Advisor of Monitor Clipper Partners, a private equity investment fund (since 1997); President of Clipper Asset Management Corp. (1991 - 2009). Other Directorships: Previously served as a director of Avondale, Inc. (1991 - 2005) and Interstate Bakeries Corp. (1991 - 2008).
Julie A. Hill Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1946)	Trustee since 2004	Principal Occupation: Owner and CEO of The Hill Company, a business consulting firm (since 1998). Other Directorships: Currently serves as director of WellPoint, Inc., a health benefits company (since 1994). Previously served as a director of Resources Connection, Inc., a consulting firm 2004 - 2007).
Franklin W. Hobbs Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Trustee since 2001	Principal Occupation: Advisor of One Equity Partners, a private equity firm (since 2004). Other Directorships: Currently serves as a director and Chairman of the Board of GMAC Inc., a financial services firm (since 2009) and as a director of Molson Coors Brewing Company (since 2002).
Thomas J. Neff Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1937)	Trustee since 1993	Principal Occupation: Chairman of Spencer Stuart (U.S.), an executive search consulting firm (since 1996). Other Directorships: Currently serves as director of Ace, Ltd. (since 1997). Previously served as a director of Hewitt Associates, Inc. (2004 - 2010).
James L.L. Tullis Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Trustee since 2006	Principal Occupation: CEO of Tullis-Dickerson and Co. Inc., a venture capital management firm (since 1990). Other Directorships: Currently serves as director of Crane Co. (since 1998). Previously served as a director of Viacell Inc. (2003 - 2007).

33

Basic Information About Management (continued)

Officers

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

Name and Year of Birth	Current Position with the Trust	Length of Service of Current Position	Principal Occupation During Past Five Years
Robert S. Dow (1945)	Chief Executive Officer and Chairman	Elected in 1996	Senior Partner of Lord Abbett (since 2007), and was formerly Managing Partner (1996 - 2007) and Chief Investment Officer (1995 - 2007), joined Lord Abbett in 1972.
Daria L. Foster (1954)	President	Elected in 2006	Managing Partner of Lord Abbett (since 2007), and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990.
Robert P. Fetch (1953)	Executive Vice President	Elected in 1999	Partner and Director, joined Lord Abbett in 1995.
Daniel H. Frascarelli (1954)	Executive Vice President	Elected in 2009	Partner and Director, joined Lord Abbett in 1990.
Robert I. Gerber (1954)	Executive Vice President	Elected in 2005	Partner and Chief Investment Officer (since 2007), joined Lord Abbett in 1997 as Director of Taxable Fixed Income Management.
Gerard S. E. Heffernan, Jr. (1963)	Executive Vice President	Elected in 1999	Partner and Director, joined Lord Abbett in 1998.
Todd D. Jacobson (1966)	Executive Vice President	Elected in 2003	Portfolio Manager, joined Lord Abbett in 2003.
Vincent J. McBride (1964)	Executive Vice President	Elected in 2003	Partner and Director, joined Lord Abbett in 2003.
F. Thomas O’Halloran, III (1955)	Executive Vice President	Elected in 2003	Partner and Director, joined Lord Abbett in 2001.
Harold E. Sharon (1960)	Executive Vice President	Elected in 2003	Partner and Director, joined Lord Abbett in 2003.
Christopher J. Towle (1957)	Executive Vice President	Elected in 2005	Partner and Director, joined Lord Abbett in 1987.

34

Basic Information About Management (continued)

Name and Year of Birth	Current Position with the Trust	Length of Service of Current Position	Principal Occupation During Past Five Years
Stacy P. Allen (1967)	Vice President	Elected in 2009	Partner and Chief Administrative Officer (since 2009), and was formerly a Client Portfolio Manager (2006 - 2008) and Director of Institutional Mutual Funds (2003 - 2006), joined Lord Abbett in 2003.
James W. Bernaiche (1956)	Chief Compliance Officer	Elected in 2004	Partner and Chief Compliance Officer, joined Lord Abbett in 2001.
Joan A. Binstock (1954)	Chief Financial Officer and Vice President	Elected in 1999	Partner and Chief Operations Officer, joined Lord Abbett in 1999.
John K. Forst (1960)	Vice President and Assistant Secretary	Elected in 2005	Deputy General Counsel, joined Lord Abbett in 2004.
Anthony W. Hipple (1964)	Vice President	Elected in 2006	Portfolio Manager, joined Lord Abbett in 2002.
Lawrence H. Kaplan (1957)	Vice President and Secretary	Elected in 1997	Partner and General Counsel, joined Lord Abbett in 1997.
Deepak Khanna (1963)	Vice President	Elected in 2008	Portfolio Manager, rejoined Lord Abbett in 2007 from Jennison Associates LLC (2005 - 2007). Mr. Khanna’s former experience at Lord Abbett included Senior Research Analyst – other investment strategies (2000 - 2005).
Thomas B. Maher (1967)	Vice President	Elected in 2008	Partner and Portfolio Manager, joined Lord Abbett in 2003.
Justin C. Maurer (1969)	Vice President	Elected in 2008	Partner and Portfolio Manager, joined Lord Abbett in 2001.
A. Edward Oberhaus, III (1959)	Vice President	Elected in 1993	Partner and Director, joined Lord Abbett in 1983.
Thomas R. Phillips (1960)	Vice President and Assistant Secretary	Elected in 2008	Deputy General Counsel, joined Lord Abbett in 2006 and was formerly an attorney at Morgan, Lewis & Bockius LLP.

35

Basic Information About Management (concluded)

Name and Year of Birth	Current Position with the Trust	Length of Service of Current Position	Principal Occupation During Past Five Years
Randy M. Reynolds (1972)	Vice President	Elected in 2010	Portfolio Manager, joined Lord Abbett in 1999.
Lawrence B. Stoller (1963)	Vice President and Assistant Secretary	Elected in 2007	Partner and Senior Deputy General Counsel, joined Lord Abbett in 2007 and was formerly an Executive Vice President and the General Counsel at Cohen & Steers Capital Management, Inc. (1999 - 2007).
Francis T. Timons (1969)	Vice President	Elected in 2010	Portfolio Manager, joined Lord Abbett in 2007 and was formerly a Research Analyst at Robert W. Baird & Co. (2004 - 2007).
Bernard J. Grzelak (1971)	Treasurer	Elected in 2003	Partner and Director of Fund Administration, joined Lord Abbett in 2003.

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

36

Householding

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

Proxy Voting Policies, Procedures and Records

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

Shareholder Reports and Quarterly Portfolio Disclosure

The Funds are required to file their complete schedules of portfolio holdings with the SEC for their first and third fiscal quarters on Form N-Q. Copies of the filings are available without charge, upon request on the SEC’s Website at www.sec.gov and may be available by calling Lord Abbett at 888-522-2388. You can also obtain copies of Form N-Q by (i) visiting the SEC’s Public Reference Room in Washington, DC (information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330); (ii) sending your request and duplicating fee to the SEC’s Public Reference Section, Washington, DC 20549-1520; or (iii) sending your request electronically, after paying a duplicating fee, to publicinfo@sec.gov.

37

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

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

Lord Abbett Securities Trust

Micro-Cap Growth Fund

Micro-Cap Value Fund

LAMCVF-2-1010

(12/10)

Item 2: Code of Ethics.

(a) In accordance with applicable requirements, the Registrant adopted a Sarbanes-Oxley Code of Ethics on June 19, 2003 that applies to the principal executive officer and senior financial officers of the Registrant (“Code of Ethics”). The Code of Ethics was in effect during the fiscal year ended October 31, 2010 (the “Period”).

(b) Not applicable.

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

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

(e) Not applicable.

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

Item 3: Audit Committee Financial Expert.

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

Item 4: Principal Accountant Fees and Services.

In response to sections (a), (b), (c) and (d) of Item 4, the aggregate fees billed to the Registrant for the fiscal years ended October 31, 2010 and 2009 by the Registrant’s principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, “Deloitte”) were as follows:

	Fiscal year ended:
	2010	2009
Audit Fees {a}	$340,500	$326,500
Audit-Related Fees	- 0 -	- 0 -
Total audit and audit-related fees	340,500	326,500
Tax Fees {b}	72,827	58,922
All Other Fees	- 0 -	- 0 -
Total Fees	$413,327	$385,422

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

{b} Fees for the fiscal year ended October 31, 2010 and 2009 consist of fees for preparing the U.S. Income Tax Return for Regulated Investment Companies, New Jersey Corporation Business Tax Return, New Jersey Annual Report Form, U.S. Return of Excise Tax on Undistributed Income of Investment Companies, IRS Forms 1099-MISC and 1096 Annual Summary and Transmittal of U.S. Information Returns.

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

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

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

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

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

(f) Not applicable.

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

The aggregate non-audit fees billed by Deloitte for services rendered to the Registrant’s investment adviser, Lord, Abbett & Co. LLC (“Lord Abbett”), for the fiscal years ended October 31, 2010 and 2009 were:

	Fiscal year ended:
	2010	2009
All Other Fees {a}	$171,360	$161,385

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

The aggregate non-audit fees billed by Deloitte for services rendered to entities under the common control of Lord Abbett for the fiscal years ended October 31, 2010 and 2009 were:

	Fiscal year ended:
	2010	2009
All Other Fees	$ - 0 -	$ - 0-

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

Item 5: Audit Committee of Listed Registrants.

Not applicable.

Item 6: Investments.

Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

Item 11: Controls and Procedures.

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

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

Item 12: Exhibits.

(a)(1) Amendments to Code of Ethics – Not applicable.

(a)(2) Certification of each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2 under the Investment Company Act of 1940 is attached hereto as a part of EX-99.CERT.

(a)(3) Not applicable.

(b) Certification of each principal executive officer and principal financial officer of the Registrant as required by Section 906 of the Sarbanes-Oxley Act of 2002 is provided as a part of EX-99.906CERT.

SIGNATURES

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

	LORD ABBETT SECURITIES TRUST
	By:	/s/ Robert S. Dow
		Robert S. Dow
		Chief Executive Officer and Chairman
Date: December 22, 2010
	By:	/s/ Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer and Vice President
Date: December 22, 2010

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

	By:	/s/ Robert S. Dow
		Robert S. Dow
		Chief Executive Officer and Chairman
Date: December 22, 2010
	By:	/s/ Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer and Vice President
Date: December 22, 2010