AFFILIATED FUND INC
N-30D, 1995-07-10
Previous: K TRON INTERNATIONAL INC, 8-K, 1995-07-10
Next: AGE HIGH INCOME FUND INC, 497, 1995-07-10



<PAGE>
 
Lord Abbett  

- - --------------------------------------------------------------------------------
AFFILIATED FUND
- - --------------------------------------------------------------------------------
Semi-Annual Report for the Six Months Ended April 30, 1995

A mutual fund with the goal of providing you with long-term growth of capital
and income without excessive price fluctuations.

[PHOTO - Father, son and grandson returning from fishing]
<PAGE>
 
- - --------------------------------------------------------------------------------
AFFILIATED FUND Building Investor Confidence Since 1934

Shareholder Satisfaction:

Affiliated investors, on average, have owned their shares for over 18 1/2 years

A Tradition of Value Investing

Affiliated's history highlights the concept of value investing: buying quality
companies when they are "on sale" and selling them when they reach their
potential. Through the years, this method of investing has helped Affiliated
Fund achieve competitive returns with relatively moderate fluctuations in price.

[PHOTO - Father, son and grandfather sitting by lake]

Competitive Total Returns...

AVERAGE ANNUAL RATES OF TOTAL RETURN AS OF 4/30/95

11.4% yearly for the past 40 years
11.1% yearly for the past 30 years
14.2% yearly for the past 20 years
13.5% yearly for the past 10 years
18.1% for the past year

 ...With Consistency

The Fund has increased in value 33 out of the last 40 fiscal years.

Large and Growing Dividends

Shareholders taking dividends in cash saw their dividend checks increase 32 out
of the last 40 fiscal years(1).

(1) Capital gains were reinvested. Period ends 10/31/94.

The Fund's fiscal year-end is 10/31. Results quoted above (unless stated
otherwise) are shown at net asset value with all distributions reinvested.

See Important Information on page 7.

SEC RETURNS

Average annual compound returns for periods ended 3/31/95 at the 5.75% maximum
sales charge, with all distributions reinvested:

1 year:   +10.00%
5 years:  + 9.70%
10 years: +12.68%

The Fund's SEC yield for the 30 days ended 4/30/95 was 2.53%.

This past performance is no indication of future results. 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.
<PAGE>
 
[PHOTO - Ronald P. Lynch]
- - -------------------------
Ronald P. Lynch, Chairman

May 18, 1995

- - --------------------------------------------------------------------------------
REPORT TO SHAREHOLDERS For the Six Months Ended April 30, 1995

Affiliated Fund's results for the first six months of fiscal 1995 were
gratifying.  The Fund ended the period on April 30 with a net asset value of
$11.00, 7.2% higher than the $10.26 price recorded at the close of fiscal 1994
(after adjustment for a capital gain distribution of $.77 per share paid last
December). Assuming the reinvestment of two quarterly dividends (that totaled
$.15) and the capital gain distribution, Affiliated produced a total return (the
percent change in net asset value) of 9.2% over the six-month period.  The S&P
500, an unmanaged index of common stocks, produced a return of 10.5% over the
same period. Over the one-year period ended April 30, 1995, Affiliated Fund
produced an 18.1% total return versus 17.4% for the S&P 500.

Our Board of Directors recently declared a quarterly dividend of $.075 per
share, payable May 16, 1995 to shareholders of record on May 10, 1995.

After a relatively flat 1994, the stock market rose impressively during the
Spring of 1995. This strength reflected a confluence of positive events. First,
the upswing in corporate earnings, that has been underway since early 1992,
gained momentum. Second, the bond market, which had been weak throughout most of
1994, rebounded in response to a slowing of the economy's growth and the
associated persistence of low inflation. The resultant drop in interest rates
encouraged stock investors to pay more for a given level of dividends. Finally,
U.S. investors developed a greater preference for domestic securities in the
wake of a steep decline in the dollar (which made foreign investments generally
more expensive) and the sudden collapse of the Mexican market.

Stock prices should continue to be supported by some very positive forces in the
months to come. We share the widely held view that the recent slowing of
economic growth, induced by the Federal Reserve's sharp interest-rate increases
over the past year, is a positive development which should prolong the ultimate
duration of the economy's expansion. Consequently, we believe the credit
environment in 1995 will prove much kinder to the stock market than was the case
last year. Corporate earnings, though likely to be dampened by the economic
slowdown, should rise with the help of further benefits from cost reduction,
continuing 

- - --------------------------------------------------------------------------------
"...the portfolio's holdings are...the best available values based on our
assessment of earnings prospects for the next several years."
- - --------------------------------------------------------------------------------

strength in overseas business and improved pricing.

The stock market's recent advance, nevertheless, has extended to a level in May
that generously appraises the earnings prospects we project through 1995. And,
coming months could bring some surprises. Because our nation has become heavily
dependent on foreign credit, a renewed weakening of the dollar could necessitate
higher interest rates to prevent large withdrawals of capital. It is possible,
moreover, that interest rates may have been pushed high enough already to stall
the economy into recession.

Against this backdrop, we have structured Affiliated Fund conservatively for the
near term. The Fund remains close to 95% invested, but we have further reduced
its holdings of issues sensitive to the economy. As always, the portfolio's
holdings are, what we consider, the best available values based on our
assessment of earnings prospects for the next several years. We are confident
that this emphasis on long-term value will continue to serve our shareholders
well.

We are pleased to welcome new Affiliated Fund shareholders and, once again, we
want to thank all of you for your continued trust and confidence.
                                                                               1
<PAGE>
 
- - --------------------------------------------------------------------------------
The Income Perspective
- - --------------------------------------------------------------------------------

The Affiliated Advantage: A history of increasing dividends vs. fluctuating
income from guaranteed CDs

Information About the Following Investment
- - --------------------------------------------------------------------------------
Investment Period:                  11/1/69 to 4/30/95
Amount Invested:                    $100,000
Sales Charge:                       3.75% (for investments of $100,000)(1)
Distributions:                      Dividends in cash, capital gains reinvested

<TABLE> 
<CAPTION> 
Year                                    Six-Month      Affiliated
Ended                                          CD(2)         Fund
Oct. 31                                  Interest       Dividends
- - -------                                 ---------      ----------
<S>                                     <C>            <C> 
1970                                     $  8,196       $  3,823
1971                                        5,486          3,786
1972                                        4,900          3,795
1973                                        7,504          4,036
1974                                        9,921          4,410
1975                                        7,417          3,603
1976                                        6,000          4,635
1977                                        5,540          5,185
1978                                        7,779          5,740
1979                                       10,816          6,580
1980                                       12,771          7,906
1981                                       16,038          9,699
1982                                       13,467         10,359
1983                                        9,204         10,247
1984                                       10,711         10,816
1985                                        8,591         12,375
1986                                        6,898         13,347
1987                                        6,644         13,648
1988                                        7,652         14,661
1989                                        9,258         15,327
1990                                        8,263         14,564
1991                                        6,593         14,306
1992                                        4,077         14,551
1993                                        3,337         13,490     If capital 
1994                                        4,323         13,078     gains and 
4/30/95 (6 months)                          3,214          6,460     dividends 
                                                                     had been  
Interest/Dividend Total                  $204,600       $240,427     reinvested,
                                         ========       ========     the Fund's 
25 1/2 Years Later                                                   total value
Initial $100,000 Investment plus Growth  $100,000       $491,707     would     
                                         --------       --------     have been 
Total Value                              $304,600       $732,134 --- $1,673,089 
                                         --------       ========
The Real Cost of the CD Guarantee:                      $427,534
                                                        ========
</TABLE>

Unlike the Fund, a CD is insured, and its rate and principal are guaranteed if
held until maturity. The FDIC insures CDs up to $100,000. The CD rate is subject
to change when the CD is renewed. Although CDs may offer safety on the downside,
they sacrifice capital growth on the up side.

(1) See Important Information on page 7.
(2) Average of six-month CD rates available each period. Source: Salomon
    Brothers.

2
<PAGE>
 
- - --------------------------------------------------------------------------------
Affiliated's Growth Record
- - --------------------------------------------------------------------------------

<TABLE> 
<CAPTION> 
                       RESULTS BASED ON FISCAL YEAR-END OCTOBER 31
                       ---------------------------------------------------------------------------------
                       1985    1986   1987   1988   1989   1990   1991   1992   1993   1994      4/30/95
                                                                                               (6 months
                                                                                                   only)
<S>                   <C>     <C>     <C>   <C>    <C>    <C>    <C>    <C>     <C>     <C>    <C>   
Growth of Capital(1)  +12.5%  +30.2%  -2.1% + 6.9% +12.8% -12.0% +23.1% + 6.3%  +14.3%  +3.7%    +7.8%
Dividend Return(1)    + 6.5   + 6.2   +4.9  + 5.3  + 5.2  + 4.4  + 4.9  + 4.1   + 3.5   +3.0     +1.4
                      -----   -----   ----  -----  -----  -----  -----  -----   -----   ----     ----
Total Return(2)       +19.0   +36.4   +2.8  +12.2  +18.0  - 7.6  +28.0  +10.4   +17.8   +6.7     +9.2
                      =====   =====   ====  =====  =====  =====  =====  =====   =====   ====     ====
</TABLE>
(1)Growth of capital and dividend return reflect the reinvestment of capital
   gains distributions and dividends.
(2)Total return is the percent change in value with both dividends and capital
   gains distributions reinvested. These results are at net asset value. Net
   asset value purchases are available to investors of $1 million or more. For
   performance at the maximum sales charge, as well as other information,
   please turn to the inside front cover and pages 4 and 7.

- - --------------------------------------------------------------------------------
Affiliated's Growth Exceeded Inflation
- - --------------------------------------------------------------------------------

In our illustration, 1984 and 1995 are actual costs -- then and now. "Affiliated
1995" is what the 1984 amount would have grown to had it been invested in the
Fund.

Investments in Affiliated Fund (up 292.4%) surpassed increases in the cost of
living (up 44.3%) in these 10 1/2 years. Protection against the erosion caused
by inflation is one important way to maintain -- and enhance -- your lifestyle.
<TABLE>
<CAPTION>
<S>           <C>              <C>                           <C>                       <C>                       <C>  
               [PHOTO - Books]  [PHOTO - Framed needle point]  [PHOTO - 29 cent stamp]  [PHOTO - paycheck stub]   [PHOTO - passport]
1984                $ 5,556               $ 85,400                       $.20                  $11,892                   $ 42
1994                 11,709                135,100                        .29                   19,153                     65
Affiliated 1994      20,141                309,575                        .73                   43,109                    152
               One Year College      One Family House             First-Class Stamp        Income Per Capita          U.S. Passport
                    Private
</TABLE>

[PHOTO]  [PHOTO]  [PHOTO]  [PHOTO]  [PHOTO]

[CHART]

Affiliated's results reflect total return at net asset value, with all
distributions reinvested for the 10 1/2 years ended 4/30/95. See Important
Information on page 7.

(1)  National average.

Sources: U.S. Department of Education, Statistics Bureau Section; College Board
Annual Survey of Colleges; National Association of Realtors, Research Division;
U.S. Postal Service; Department of Commerce, Bureau of Economic Analysis
Statistics; U.S. State Department.

                                                                               3
<PAGE>
 
Who Owns the Fund?

INVESTOR PROFILE OF AFFILIATED FUND

Fiduciaries
- - ----------------------------------------------
Custodians for minors                   15,538
Trusts                                   9,271
Pension & profit-sharing plans           6,798
Estates                                    639

Institutions
- - ----------------------------------------------
Corporate organizations                  1,753
Religious, charitable & welfare
organizations                              330
Clubs & fraternal organizations             90
Cemeteries                                  64
Nursing homes & hospitals                   36
Colleges & universities                     37

Individuals
- - ----------------------------------------------
Single & joint
accounts & IRAs                        121,497

Other                                   41,310
- - ----------------------------------------------
Total Accounts
in Affiliated on 4/30/95               197,363
- - ----------------------------------------------

[PHOTO - Grandfather and grandson]

- - --------------------------------------------------------------------------------
The Total Return Perspective
- - --------------------------------------------------------------------------------

A History of Consistent Performance
- - --------------------------------------------------------------------------------

The Fund is managed to anticipate change, to find good value and to maintain a
low level of risk in relation to expected returns. The Fund's average
shareholder ownership of over 18-1/2 years reflects the success of this
strategy.

Information About the Following Investment
- - --------------------------------------------------------------------------------
Investment Period:                   11/1/69 to 4/30/95
Amount Invested:                     $10,000
Sales Charge:                        5.75% (for investments under $50,000)(1)
Distributions:                       Capital gains and dividends reinvested

<TABLE> 
<CAPTION> 
                                         Cumulative
                                           Value of
                            Value of  Capital Gains   Cumulative           How
Year                          Shares  Distributions     Value of      $ 10,000
Ended                      Initially          Taken   Reinvested          Grew
Oct. 31                     Acquired      in Shares    Dividends   Total Value
- - -------                    ---------  -------------   ----------   -----------
<S>                        <C>        <C>             <C>          <C> 
1970                         $ 7,408        $   393      $   372      $  8,173
1971                           7,741            611          754         9,106
1972                           8,154            998        1,208        10,360
1973                           8,268          1,306        1,701        11,275
1974                           6,284          1,202        1,770         9,256
1975                           7,787          1,553        2,687        12,027
1976                           9,300          2,114        3,853        15,267
1977                           8,395          2,292        4,130        14,817
1978                           8,165          2,520        4,797        15,482
1979                           9,151          3,604        6,424        19,179
1980                          10,447          5,385        8,720        24,552
1981                           9,300          6,514        9,283        25,097
1982                           9,839          8,608       11,988        30,435
1983                          11,537         11,519       16,228        39,284
1984                          10,573         13,671       17,158        41,402
1985                          11,250         16,968       21,054        49,272
1986                          13,429         25,312       28,458        67,199
1987                          11,972         28,914       28,220        69,106
1988                          11,055         36,482       29,997        77,534
1989                          11,961         42,782       36,775        91,518
1990                          10,218         39,334       35,039        84,591
1991                          11,800         51,453       45,022       108,275
1992                          12,099         56,642       50,748       119,489
1993                          12,913         69,135       58,668       140,716
1994                          12,649         75,615       61,827       150,091
4/30/95 (6 months)           $12,615        $87,230      $64,011      $163,856
</TABLE>

The dollar amounts of dividends and capital gains distributions reinvested in
shares were $54,559 and $73,859, respectively. The initial investment plus all
distributions reinvested amounted to $138,418. If dividends and capital gains
distributions had been withdrawn in cash, the amounts of these payments would
have been $12,190 and $13,978, respectively.

(1)See Important Information on page 7.

4
<PAGE>
 
- - --------------------------------------------------------------------------------
The Total Return Perspective
- - --------------------------------------------------------------------------------

The past 25 1/2 years have included several periods of economic, political and
stock market turmoil. By focusing on value investing, Affiliated reduced
downside volatility in periods of stock market weakness and produced returns
that outpaced the S&P 500 (an unmanaged index), guaranteed CDs and inflation.
Affiliated's average annual total return during this period was 11.6%(1), versus
11.1% for the S&P 500, 8.1% for CDs and 5.7% for inflation.

Using the Value Method of Investing, Affiliated Fund Reduced Volatility and
Produced Rewarding Gains.

1972-1974
The last protracted bear market; S&P 500 declined 28.8%. Affiliated Fund held
the decline to 10.6%.

1980-1982
Interest rates rose dramatically; prime rate hit 20%. Economy suffered a
recession. During these two years, Affiliated rose 24%.

1986-1991
Two corrections jolted the stock market, war and recession followed a year
later. Affiliated rose 61.1% over this period.

               FUND    S&P           Cost of Living         CDs
Nov 1, 1969    9421    10000            10000             10000
1970           8173    8891              10563            10820
1971           9106    10390             10965            11413
1972           10360   12668             11340            11972
1973           11275   12670             12225            12871
1974           9256    9022              13700            14148
1975           12027   11367             14718            15197
1976           15267   13658             15523            16109
1977           14817   12833             16515            17001
1978           15482   13647             17989            18324
1979           19179   15755             20161            20306
1980           24552   20806             22735            22899
1981           25097   20925             25040            26571
1982           30435   24333             26327            30150
1983           39284   31134             27078            32925
1984           41402   33116             28231            36451
1985           49272   39527             29142            39582
1986           67199   52642             29571            42313
1987           69106   56011             30912            45124
1988           77534   64360             32225            48577
1989           91518   81275             33673            53074
1990           84591   75215             35791            57459
1991           108275  100379            36836            61248
1992           119489  110360            38016            63745
1993           140716  126683            39062            65872
1994           150091  131571            40161            68720
4/30/95        163856  145329            40724            70928



<PAGE>



Total Returns(2) over 25 1/2 years

Affiliated:  1,538.6%
   S&P 500:  1,353.3%              [GRAPH]
       CDs:  609.3%
 Inflation:  307.2%

An investor cannot invest directly in an index, such as the S&P 500. For more
information on CDs, see page 2.

(1)Average annual total return at maximum offering price from 11/1/69 through
   4/30/95.

(2)Cumulative total returns at maximum offering price from 11/1/69 through
   4/30/95.

(3)Average of six-month CD rates available each period. Source: Salomon
   Brothers.

See Important Information on page 7.

                                                                               5
<PAGE>
 
- - --------------------------------------------------------------------------------
The Impact of a Disciplined Investment Plan
- - --------------------------------------------------------------------------------

Your financial adviser can help you discipline your investing and set up a
systematic plan you are comfortable with

Unless you have a crystal ball, perfectly timing the market is impossible. Often
times opportunity can only be identified after it has already passed.

For long-term investors in Lord Abbett's Affiliated Fund, the key to one
successful strategy has focused on following a disciplined investment plan --
not timing the market. Let's compare two hypothetical investments made over the
last 20 calendar years ending December 31, 1994, whereupon $5,000 was invested
in the Fund every year. Shares were purchased for Investment A (with the benefit
of hindsight) when the Dow Jones Industrial Average was at the low for each
given year. Shares were purchased for Investment B on the first business day of
every year.

Here's What Happened...

<TABLE>
<CAPTION>
Investment A: Timing
- - --------------------------------------------------------------
                                                       Account
Date of                                Cumulative        Value
Investments                           Investments  at Year-End
- - -----------                           -----------  -----------
<S>                                   <C>          <C> 
1/2/75                                   $  5,000     $  6,424
1/2/76                                     10,000       14,948
11/2/77                                    15,000       18,951
2/28/78                                    20,000       24,902
11/7/79                                    25,000       37,430
4/21/80                                    30,000       52,995
9/25/81                                    35,000       58,327
8/12/82                                    40,000       78,773
1/3/83                                     45,000      104,951
7/24/84                                    50,000      117,847
1/4/85                                     55,000      155,738
1/22/86                                    60,000      197,522
10/19/87                                   65,000      209,207
1/20/88                                    70,000      241,527
1/3/89                                     75,000      304,413
10/11/90                                   80,000      293,912
1/9/91                                     85,000      364,759
10/9/92                                    90,000      415,243
1/20/93                                    95,000      475,638
4/4/94                                    100,000      500,249

Account Value on 12/31/94                             $500,249
Average Annual Total Return:                              14.1%
 
<CAPTION> 
Investment B: Systematic Investing
- - --------------------------------------------------------------
                                                       Account
Date of                                Cumulative        Value
Investments                           Investments  at Year-End
- - -----------                           -----------  -----------
<S>                                   <C>          <C> 
1/2/75                                   $  5,000     $  6,424
1/2/76                                     10,000       14,948
1/3/77                                     15,000       18,363
1/2/78                                     20,000       23,940
1/2/79                                     25,000       37,028
1/2/80                                     30,000       52,112
1/2/81                                     35,000       57,029
1/4/82                                     40,000       76,579
1/3/83                                     45,000      102,196
1/2/84                                     50,000      114,335
1/2/85                                     55,000      151,221
1/2/86                                     60,000      191,863
1/2/87                                     65,000      202,877
1/4/88                                     70,000      234,121
1/2/89                                     75,000      295,265
1/2/90                                     80,000      284,353
1/2/91                                     85,000      352,895
1/2/92                                     90,000      402,097
1/4/93                                     95,000      460,734
1/3/94                                    100,000      484,521

Account Value on 12/31/94                             $484,521
Average Annual Total Return:                              13.5%
</TABLE>

The disciplined investment plan (B) provided an average annual total return
almost the same as the "perfect" investment scenario (A). Since determining the
"perfect" time to invest without the benefit of hindsight is impossible, why not
sit down with your financial adviser and set up a disciplined investment plan
today?

The above illustrations assume the reinvestment of all dividends and
distributions. All investments were made at the applicable sales charge of 5.75%
for account values up to $50,000 and at the applicable reduced sales charges
thereafter under rights of accumulation. Making periodic investments in the Fund
does not guarantee against a loss of principal. If held until 3/31/95 (with no
additional investments made) Investment A and Investment B would have been worth
$541,625 and $524,597, respectively.

For performance at the maximum sales charge, please turn to the inside front
cover.

6
<PAGE>
 
- - --------------------------------------------------------------------------------
Portfolio Diversification
- - --------------------------------------------------------------------------------

AFFILIATED FUND'S TOP TEN EQUITY HOLDINGS
- - --------------------------------------------------------------------------------

<TABLE> 
<CAPTION> 
Percent of Total Net Assets
- - ---------------------------
<S>                                                                               <C> 
Exxon Corp. - A leading international oil company.                                 3.10%
AMP Incorporated - Global leader in manufacture of connectors and terminals for   
  electronic and electrical circuitry.                                             3.05%
Chevron Corp. - A leading worldwide oil company.                                   3.04%
Minnesota Mining & Mfg. Co. - An innovative world leader in specialty adhesives,  
  abrasives, magnetic media and reflective materials.                              2.99%
Emerson Electric Co. - A leading factor in world markets for a wide array of      
 electrical components and systems.                                                2.77%
Archer-Daniels-Midland Co. - World's largest factor in the processing, storage,   
  transportation and trading of grain commodities.                                 2.64%
Boeing Co. - Dominant supplier to the world market for commercial aircraft.        2.45%
General Motors Corp. - Nation's largest automobile manufacturer.                   2.41%
Merck & Co., Inc. - One of the world's largest pharmaceutical companies.           2.39%
SmithKline Beecham plc ADR - United Kingdom-based producer of pharmaceutical      
  and clinical laboratory services.                                                2.38% 
                                                                                  -----
Total                                                                             27.22%
                                                                                  =====
</TABLE> 

Data as of 4/30/95.

- - --------------------------------------------------------------------------------
Important Information
- - --------------------------------------------------------------------------------

Bonds purchased by the Fund are subject to market fluctuations upward and
downward inversely to the rise and fall of interest rates. Common stocks are
also subject to market fluctuations, providing the potential for gains and the
risk of loss. The performance results quoted herein reflect past performance,
current sales charges and appropriate Rule 12b-1 Plan expenses from commencement
of the Plan. Past performance is no indication of future results. Tax
consequences are not reflected. The Fund's sales charge structure has changed in
the past. The investment return and principal value of an investment will
fluctuate so that shares, on any given day or when redeemed, may be worth more
or less than their original cost. If used as sales material after 6/30/95, this
report must be accompanied by Lord Abbett's Performance Quarterly for the most
recently completed calendar quarter.

- - --------------------------------------------------------------------------------
Statement of Net Assets April 30, 1995
- - --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         Market
                                                         Number           Value
                    Security                          of Shares       (Note 1a)
                    --------                          ---------  --------------
<S>                 <C>                               <C>        <C> 
INVESTMENTS IN SECURITIES 94.68%
COMMON STOCKS AND
CONVERTIBLE SECURITIES 92.60%
Aerospace 2.45%     Boeing Co.                        2,000,000    $110,000,000
                                                                 ==============
Agricultural        Deere & Co.                       1,000,000      82,000,000
Equipment/          Pioneer Hi-Bred                                
Supplies            International, Inc.                 750,000      28,125,000
2.46%                                                            --------------
                    Total                                           110,125,000
                                                                 ==============
Airlines .58%       British Airways plc ADR             400,000      25,850,000
Auto Parts 3.41%    Genuine Parts Co.                 1,250,000      48,437,500
                    TRW Inc.                          1,405,000     104,496,875
                                                                 --------------
                    Total                                           152,934,375
                                                                 ==============
Automobiles 3.88%   Ford Motor Co.
                    $4.20 Cum. Conv. Pfd. A             750,000      66,093,750
                    General Motors Corp.              2,400,000     108,300,000
                                                                 --------------
                    Total                                           174,393,750
                                                                 ==============
Banks:              First Chicago Corp.                 750,000      41,437,500 
Money Center        First Chicago Corp.  
1.25%               $2.875 Conv. Pfd.                   270,000      14,782,500 
                                                                 --------------
                    Total                                            56,220,000
                                                                 ==============
<CAPTION>  
                                                                         Market
                                                         Number           Value
                    Security                          of Shares       (Note 1a)
                    --------                          ---------  --------------
<S>                 <C>                               <C>        <C> 
Banks:
Regional .77%       BankAmerica Corp.                   700,000    $ 34,650,000
                                                                 ==============
Beverages 2.11%     Anheuser-Busch
                    Companies Inc.                    1,625,500      94,482,188
                                                                 ==============
Chemicals 4.39%     Atlantic Richfield
                    (Lyondell Petrochemical)
                    $2.23 Conv. Pfd.                    800,000      20,600,000
                    Dow Chemical Co.                  1,500,000     104,250,000
                    Union Carbide Corp.               2,250,000      72,000,000
                                                                 --------------
                    Total                                           196,850,000
                                                                 ==============
Data Processing
Equipment 1.99%     Hewlett-Packard Co.               1,350,000      89,268,750
                                                                 ==============
Data Processing     General Motors Corp.                                   
Services 1.45%      (Electronic Data Systems)                                  
                    $3.25 Conv. Pfd.                    350,000      21,918,750
                    General Motors Corp.
                    (Electronic Data Systems)
                    Class E                           1,000,000      43,250,000
                                                                 --------------
                    Total                                            65,168,750
                                                                 ==============
Drugs/Health        Baxter International Inc.         1,750,000      60,812,500
Care Products       Bristol-Myers Squibb                                     
7.00%               Company                             600,000      39,075,000 
</TABLE> 
                                                                               7
<PAGE>
 
- - --------------------------------------------------------------------------------
Statement of Net Assets April 30, 1995
- - --------------------------------------------------------------------------------

<TABLE> 
<CAPTION> 
                                                                         Market
                                                         Number           Value
                    Security                          of Shares       (Note 1a)
                    --------                          ---------  --------------
<S>                 <C>                               <C>        <C> 
                    Merck & Co., Inc.                 2,500,000    $107,187,500
                    SmithKline Beecham
                    plc ADR                           2,750,000     106,906,250
                                                                 --------------
                    Total                                           313,981,250
                                                                 ==============
Electric Power      Allegheny Power                                      
7.00%               Systems, Inc.                     1,500,000      35,250,000 
                    American Electric
                    Power Inc.                        1,500,000      49,125,000
                    Carolina Power &
                    Light Co.                         2,500,000      68,750,000
                    Detroit Edison                    1,450,000      40,962,500
                    Florida Progress Corp.            1,768,900      53,951,450
                    Public Service
                    Enterprises Group Inc.            2,400,000      66,000,000
                                                                 --------------
                    Total                                           314,038,950
                                                                 ==============
Electrical
Equipment 2.77%     Emerson Electric Co.              1,850,000     124,412,500
                                                                 ==============
Electronics:
Components
3.05%               AMP Incorporated                  3,200,000     136,800,000
                                                                 ==============
Financial:          American Express Co.                750,000      26,062,500
Miscellaneous 2.38% Transamerica Corp.                1,427,600      80,837,850 
                                                                 --------------
                    Total                                           106,900,350
                                                                 ==============
Food 4.99%          Archer-Daniels- 
                    Midland Co.                       6,500,000     118,625,000
                    Conagra Inc.
                    $1.6875 Conv. Pfd. E              1,250,000      42,656,250
                    Sara Lee Corp.                    2,250,000      62,718,750
                                                                 --------------
                    Total                                           224,000,000
                                                                 ==============
Furniture and
Appliances .15%     Whirlpool Corp.                     120,000       6,570,000
                                                                 ==============
Insurance 8.07%     Aetna Life & Casualty
                    Company                             750,000      42,750,000
                    Chubb Corp.                         650,000      52,000,000
                    Cigna Corp.                       1,250,000      90,781,250
                    General Re Corp.                    450,000      57,318,750
                    Lincoln National Corp.            1,750,000      71,312,500
                    St. Paul Companies Inc.           1,000,000      48,125,000
                                                                 --------------
                    Total                                           362,287,500
                                                                 ==============
Miscellaneous 4.07% Minnesota Mining
                    & Mfg. Co.                        2,250,000     134,156,250
                    Textron, Inc.                       850,000      48,450,000
                                                                 --------------
                    Total                                           182,606,250
                                                                 ==============
Natural Gas         Consolidated
Distribution .61%   Natural Gas Co.                     700,000      27,562,500
                                                                 ==============
Office Equipment/
Supplies .55%       Xerox Corp.                         200,000      24,625,000
                                                                 ==============
Oil:                Chevron Corp.                     2,875,000     136,203,125
International 7.89% Exxon Corp.                       2,000,000     139,250,000

<CAPTION> 
                                                                         Market
                                                         Number           Value
                    Security                          of Shares       (Note 1a)
                    --------                          ---------  --------------
<S>                 <C>                               <C>        <C> 
                    Total S.A.
                    Sponsored ADR                     2,500,000    $ 78,437,500
                                                                 --------------
                    Total                                           353,890,625
                                                                 ==============
Paper and           Champion
Forest Products     International Corp.                 308,700      13,582,800
3.10%               Federal Paper Board Inc.          1,000,000      29,625,000
                    International Paper Co.           1,244,500      95,826,500
                                                                 --------------
                    Total                                           139,034,300
                                                                 ==============
Printing and        Donnelley, R.R.
Publishing 1.33%    & Sons Co.                        1,750,000      59,500,000
                                                                 ==============
Retail 2.41%        Dayton Hudson Corp.                 600,000      40,275,000
                    Sears, Roebuck & Co.              1,250,000      67,812,500
                                                                 --------------
                    Total                                           108,087,500
                                                                 ==============
Savings and Loan    Ahmanson, H.F. & Co.              1,618,000      33,978,000
1.86%
                    Great Western
                    Financial Corp.                   2,350,000      49,643,750
                                                                 --------------
                    Total                                            83,621,750
                                                                 ==============
Telecommunications  MCI Communications
 .97%                Corp.                             2,000,000      43,500,000
                                                                 ==============
Textiles:
Apparel 1.41%       V.F. Corp.                        1,250,000      63,125,000
                                                                 ==============
Tobacco 1.35%       American Brands Inc.              1,500,000      60,750,000
                                                                 ==============
Transportation:
Miscellaneous
1.48%               Ryder Systems Inc.                2,850,000      66,618,750
                                                                 ==============

Waste Disposal      Browning Ferris
3.42%               Industries Inc.                   3,000,000      99,000,000
                    WMX Technologies Inc.             2,000,000      54,500,000
                                                                 --------------
                    Total                                           153,500,000
                                                                 ==============
Other 2.00%                                                          89,684,975
                                                                 ==============
                    Total Investments in Common
                    Stocks and Convertible Securities
                    (Cost $3,443,248,421)                         4,155,040,013
                                                                 ==============
U.S. GOVERNMENT OBLIGATIONS 2.08%
                    Federal Home Loan                       
                    Mortgage Corporation                    
                    12% due 3/13/1996                   50,000M      51,593,750
                    Student Loan                            
                    Marketing Association                   
                    15% due 10/13/1995                  40,000M      41,637,500
                    Total Investments in U.S. Government    
                    Securities (Cost $95,975,600)                    93,231,250
                                                                 --------------
                    Total Investments in Securities         
                    (Cost $3,539,224,021)                         4,248,271,263
                                                                 ==============

OTHER ASSETS, LESS LIABILITIES 5.32%
Short-Term Investments, At Cost
U.S. Government     Federal Home Loan
Obligations         Banks
                    5.90% due 5/18/1995                 22,000M      21,924,668
                    Federal National
                    Mortgage Association
                    5.85% due 5/2/1995                  40,000M      39,863,500
</TABLE> 

8
<PAGE>

- - --------------------------------------------------------------------------------
Statement of Net Assets April 30, 1995
- - --------------------------------------------------------------------------------
 
<TABLE> 
<CAPTION> 
                                                                         Market
                                                      Principal           Value
                    Security                             Amount       (Note 1a)
                    --------                          ---------  --------------
<S>                 <C>                               <C>        <C> 
                    5.82% due 5/3/1995                 $25,000M  $   24,947,459
                    5.83% due 5/4/1995                  24,000M      23,949,473
                    5.82% due 5/5/1995                  20,000M      19,964,433
                    5.84% due 5/19/1995                 25,000M      24,878,334
                                                                 --------------
                    Total                                           155,527,867
                                                                 ==============
Corporate           Ford Motor Credit Co.
Obligations         5.95% due 5/8/1995                  35,000M      35,000,000
                                                                 ==============
                    Total Short-Term Investments                    190,527,867

<CAPTION> 
                                                                         Market
                                                                          Value
                                                                      (Note 1a)
                                                                 --------------
<S>                 <C>                                          <C> 
 
Cash and Receivables, Net of Liabilities                         $   48,111,580
                                                                 --------------
Total Other Assets, Less Liabilities                                238,639,447
                                                                 ==============
Net Assets          (equivalent to $11.00 a share on
100.00%             407,865,529 shares of $1.25 par
                    value capital stock outstanding;
                    authorized, 500,000,000 shares)              $4,486,910,710
                                                                 ==============
                    See Notes to Financial Statements. 
</TABLE> 

- - --------------------------------------------------------------------------------
Portfolio Changes
- - --------------------------------------------------------------------------------
Issues added to or eliminated from the portfolio (exclusive of U.S. Government
obligations and short-term investments) during the six months ended April 30,
1995

Additions+      Aetna Life & Casualty Company
                Allegheny Power Systems, Inc.
                Atlantic Richfield
                 (Lyondell Petrochemical)
                 $2.23 Conv. Pfd.
                Baxter International Inc.
                Chubb Corp.
                Consolidated Natural Gas Co.
                Cooper Tire & Rubber Company
                Detroit Edison
                Federal Paper Board, Inc.
                General Mills, Inc.
                General Motors Corp.
                Genuine Parts Co.
                Hershey Foods Corp.
                MCI Communications Corp.
                Pioneer Hi-Bred International, Inc.
                Public Service Enterprises Group Inc.
                WMX Technologies Inc.

Eliminations+   American General Corp.
                British Petroleum Ltd.
                Chemical Banking Corp.
                Cooper Tire & Rubber Company
                Dow Jones & Co., Inc.
                Dun & Bradstreet Corp.
                Eastman Kodak Co.
                First Bank Systems Inc.
                Fleet Financial Group, Inc.
                GATX Corp.
                General Electric Company
                General Mills, Inc.
                Georgia-Pacific Corp.
                Hershey Foods Corp.
                Jefferson-Pilot Corp.
                Johnson & Johnson
                Kmart Corporation
                Lockheed Corp.
                McGraw-Hill, Inc.
                Raytheon Co.
                Union Pacific Corp.

+Includes securities previously classified in the Investment Portfolio under
 "Other".

- - --------------------------------------------------------------------------------
Statement of Operations For the Six Months Ended April 30, 1995
- - --------------------------------------------------------------------------------

<TABLE> 
Investment Income
<S>                   <C>                                                                         <C>                <C>  
Income                Dividends                                                                   $   63,298,842
                      Interest                                                                        12,884,374
                      Total income                                                                                   $   76,183,216
Expenses              Management fee (Note 5)                                                          6,695,000
                      12b-1 distribution plan (Note 5)                                                 3,978,781
                      Shareholder servicing                                                            2,111,546  
                      Reports to shareholders                                                            211,040  
                      Legal and audit                                                                     67,694  
                      Directors' fees                                                                     46,776  
                      Other                                                                              121,030  
                      Total expenses                                                                                     13,231,867
                      Net investment income                                                                              62,951,349

Realized and Unrealized Gain on Investments (Note 4)

Realized gain from security transactions (excluding short-term securities)
                      Proceeds from sales                                                          1,275,557,814
                      Cost of securities sold                                                      1,017,682,700
                      Net realized gain                                                              257,875,114

Unrealized appreciation of investments
                      Beginning of period                                                            655,247,887
                      End of period                                                                  709,047,242
                      Net increase in unrealized appreciation                                         53,799,355
                      Net realized and unrealized gain on investments                                                   311,674,469
                                                                                                                       ------------
Net Increase in Net Assets Resulting from Operations                                                                   $374,625,818
                                                                                                                       ============
</TABLE> 
See Notes to Financial Statements.
                                                          
                                                                               9
<PAGE>
 
- - --------------------------------------------------------------------------------
Statements of Changes in Net Assets
- - --------------------------------------------------------------------------------

<TABLE> 
<CAPTION> 
                                                                                                       Six Months              Year
                                                                                                            Ended             Ended
                                                                                                         April 30,       October 31,
Increase (Decrease) in Net Assets                                                                            1995              1994
- - ---------------------------------                                                                  --------------    --------------
<S>                                                                                                <C>               <C> 
Operations            Net investment income                                                        $   62,951,349    $  119,525,270
                      Net realized gain from security transactions                                    257,875,114       296,760,098
                      Net increase (decrease) in unrealized appreciation of investments                53,799,355      (149,915,037)
                      Net increase in net assets resulting from operations                            374,625,818       266,370,331
Undistributed net investment income included in price of shares reacquired (Note 1d)                      (36,560)         (208,561)

Distributions to shareholders from (Note 2)
                      Net investment income                                                           (59,335,897)     (122,118,161)
                      Net realized gain from security transactions                                   (295,155,646)     (222,409,905)
                      Total distributions                                                            (354,491,543)     (344,528,066)

Capital share transactions
                      Net proceeds from sales of 13,197,554 and 18,972,145 shares, respectively       136,553,070       202,120,967
                      Net asset value of 27,825,751 and 23,766,084 shares, respectively,
                      issued to shareholders in reinvestment of net investment income and realized 
                      gain from security transactions                                                 272,101,313       250,501,482
                      Total                                                                           408,654,383       452,622,449
                      Cost of 16,611,295 and 29,946,629 shares reacquired, respectively              (171,427,225)     (318,702,989)

                      Increase in net assets derived from capital share transactions
                      (net increase of 24,412,010 and 12,791,600 shares, respectively)                237,227,158       133,919,460
Increase in net assets                                                                                257,324,873        55,553,164
Net Assets
                      Beginning of period                                                           4,229,585,837     4,174,032,673
                      End of period (including undistributed net investment income of
                      $21,239,163 and $5,637,421, respectively)                                    $4,486,910,710    $4,229,585,837
</TABLE> 

See Notes to Financial Statements.

- - --------------------------------------------------------------------------------
Financial Highlights
- - --------------------------------------------------------------------------------

<TABLE> 
<CAPTION> 
                                                Six Months
                                                     Ended                                                  Year Ended October 31, 
                                                  April 30,   --------------------------------------------------------------------
Per Share Operating Performance:                      1995          1994           1993           1992          1991          1990
- - --------------------------------                ----------    ----------     ----------     ----------    ----------    ---------- 
<S>                                             <C>           <C>            <C>            <C>           <C>           <C> 
Net asset value, beginning of period            $    11.03    $    11.26     $    10.55     $    10.29    $     8.91    $    10.43
    Income from investment operations                                                                    
        Net investment income                          .16           .31            .31            .38           .40           .44
        Net realized and unrealized gain (loss)                                                          
          on investments                               .73           .38           1.43            .61          1.92         (1.16)
                                                ----------    ----------     ----------     ----------    ----------    ----------
        Total from investment operations               .89           .69           1.74            .99          2.32          (.72)
                                                ==========    ==========     ==========     ==========    ==========    ==========
    Distributions                                                                                        
        Dividends from net investment income          (.15)         (.32)          (.35)          (.40)         (.41)         (.44)
        Distributions from net realized gain          (.77)         (.60)          (.68)          (.33)         (.53)         (.36)
                                                ----------    ----------     ----------     ----------    ----------    ----------
Net asset value, end of period                  $    11.00    $    11.03     $    11.26     $    10.55    $    10.29    $    18.91
                                                ==========    ==========     ==========     ==========    ==========    ==========
Total Return*                                         9.17%+        6.66%         17.76%         10.36%        28.00%        (7.57)%
                                                ==========    ==========     ==========     ==========    ==========    ==========

Ratios/Supplemental Data:                                                                                
        Net assets, end of period (000)         $4,486,911    $4,229,586     $4,174,033     $3,680,332    $3,565,230    $3,032,954
    Ratios to Average Net Assets:                                                                        
        Expenses                                      0.32%+        0.63%          0.63%          0.60%         0.58%         0.50%
        Net investment income                         1.50%+        2.91%          2.95%          3.73%         4.22%         4.37%
    Portfolio turnover rate                          25.47%        51.48%         45.15%         42.00%        56.38%        31.78%
</TABLE> 

*Total return does not consider the effects of sales loads.      
+Not annualized.
*See Notes to Financial Statements.

10
<PAGE>
 
- - --------------------------------------------------------------------------------
Notes to Financial Statements
- - --------------------------------------------------------------------------------

1. Significant Accounting Policies

The Company is registered under the Investment Company Act of 1940 as a
diversified, open-end management investment company. The following is a summary
of significant accounting policies consistently followed by the Company. The
policies are in conformity with generally accepted accounting principles.

(a) Market value is determined as follows: Securities listed or admitted to
trading privileges on any national securities exchange are valued at the last
sales price on the principal securities exchange on which such securities are
traded, or, if there is no sale, at the mean between the last bid and asked
prices on such exchange, or, in the case of bonds, in the over-the-counter
market if, in the judgment of the Company's officers, that market more
accurately reflects the market value of the bonds. Securities traded only in the
over-the-counter market are valued at the mean between the bid and asked prices,
except that securities admitted to trading on the NASDAQ National Market System
are valued at the last sales price if it is determined that such price more
accurately reflects the value of such securities. Securities for which market
quotations are not available are valued at fair value under procedures approved
by the Board of Directors.

(b) It is the policy of the Company to meet the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute all
of its taxable income in taxable distributions. Therefore, no federal income tax
provision is required.

(c) Security transactions are accounted for on the date that the securities are
purchased or sold (trade date). Dividend income and distributions to
shareholders are recorded on the ex-dividend date.

(d) A portion of the proceeds from sales and costs of repurchases of capital
shares, equivalent to the amount of distributable net investment income on the
date of the transaction, is credited or charged to undistributed income.
Undistributed net investment income per share thus is unaffected by sales or
repurchases of shares.

2. Distributions

Net realized gain from security transactions is distributed to shareholders in
the succeeding year. Accumulated undistributed net realized gain at April 30,
1995 for financial reporting purposes, which is substantially the same as for
federal income tax purposes, aggregated $260,690,967.

Income and capital gains distributions are determined in accordance with income
tax regulations which may differ from methods used to determine the
corresponding income and capital gains amounts in accordance with generally
accepted accounting principles.

A dividend of $.075 a share from net investment income aggregating $30,578,374
was declared on May 10, 1995 and was paid on May 16, 1995 to shareholders of
record on May 10, 1995.

3. Capital Paid In

At April 30, 1995, capital paid in aggregated $3,495,933,338.

4. Portfolio Securities

The Company loans its portfolio securities to brokers. As of April 30, 1995 the
Company had no loans outstanding.

Purchases and sales of investment securities (other than U.S. Government
obligations and short-term securities) aggregated $961,021,318 and
$1,171,690,626, respectively. Security gains and losses are computed on the
identified cost basis.

As of April 30, 1995, unrealized appreciation based on cost for federal income
tax purposes aggregated $709,047,242 of which $724,739,991 related to
appreciated securities and $15,692,749 related to depreciated securities. The
cost of investments for federal income tax purposes is substantially the same
as that used for financial reporting purposes.

5. Management Fee and Other Transactions with Affiliates

Lord, Abbett & Co. received a management fee of $6,695,000 for which it supplied
investment management, research, statistical and advisory services and paid
officers' remuneration and certain other expenses of the Company. The management
fee is based on average daily net assets at the following annual rates: 1/2 of
1% on the first $200 million; 2/5 of 1% on the next $300 million; 3/8 of 1% on
the next $200 million; 7/20 of 1% on the next $200 million and 3/10 of 1% on the
excess over $900 million. Lord, Abbett & Co. also received $559,431 representing
payment of commissions on sales of capital stock of the Company after deducting
$3,530,362 allowed to authorized distributors as concessions. The Company
adopted a Rule 12b-1 Plan which provides for the payment of (1) an annual fee
for services (payable quarterly) of .15% of the average daily net asset value of
the Company's shares sold by dealers prior to the Plan's effective date and .25%
of the average daily net asset value of such shares sold on and after that date
and (2) a one-time 1% sales distribution fee, at the time of sale, on such
shares sold at net asset value of $1 million or more. Certain of the Company's
officers and directors have an interest in Lord, Abbett & Co.

6. Directors' Remuneration

The Directors of the Company associated with Lord, Abbett & Co. and all officers
of the Company receive no compensation from the Company for acting as such.
Outside Directors' fees, including attendance fees for board and committee
meetings, and outside Directors' retirement costs, are allocated among all funds
in the Lord Abbett group based on net assets of each fund. The direct
remuneration accrued during the period for outside Directors of the Company as a
group was $41,276 (exclusive of expenses), which has been deemed invested in
shares of the Company under a deferred compensation plan contemplating future
payment of the value of those shares. As of April 30, 1995, the aggregate amount
in Directors' accounts maintained under the Plan was $946,196. Retirement costs
accrued during the period amounted to $25,741.

                                                                              11
<PAGE>
 
- - --------------------------------------------------------------------------------
Independent Auditors' Report
- - --------------------------------------------------------------------------------

The Board of Directors and Shareholders,
Affiliated Fund, Inc.:

We have audited the accompanying statement of net assets of Affiliated Fund,
Inc. as of April 30, 1995, the related statements of operations for the six
months then ended and of changes in net assets for the six months then ended and
the year ended October 31, 1994, and the financial highlights for the six months
ended April 30, 1995 and each of the years in the five-year period ended October
31, 1994. These financial statements and the financial highlights are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and the financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at April
30, 1995 by correspondence with the custodian and brokers; where replies were
not received from brokers, we performed other auditing procedures. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Affiliated Fund,
Inc. at April 30, 1995, the results of its operations, the changes in its net
assets and the financial highlights for the above-stated periods, in conformity
with generally accepted accounting principles.


Deloitte & Touche LLP
New York, New York
June 2, 1995

Copyright (C) 1995 by Affiliated Fund, Inc., 767 Fifth Avenue, New York, NY
10153-0203

This publication, when not used for the general information of shareholders of
Affiliated Fund, Inc., is to be distributed only if preceded or accompanied by a
current prospectus which includes information concerning the Fund's investment
objective and policies, sales charges and other matters.

All rights reserved.  Printed in the U.S.A.

- - --------------------------------------------------------------------------------
Our Management
- - --------------------------------------------------------------------------------

Board of Directors
Ronald P. Lynch
Thomas S. Henderson
E. Thayer Bigelow*
Stewart S. Dixon*
John C. Jansing*+
C. Alan MacDonald*+
Hansel B. Millican, Jr.*+
Thomas J. Neff*
* Outside Director
+ Audit Committee

Officers
Ronald P. Lynch, Chairman and President
Thomas S. Henderson, Executive Vice President and Portfolio Manager
Kenneth B. Cutler, Vice President and Secretary
Daniel E. Carper, Vice President
Robert S. Dow, Vice President
E. Wayne Nordberg, Vice President
John J. Walsh, Vice President
John J. Gargana, Jr., Vice President
Thomas F. Konop, Vice President and Assistant Secretary
Victor W. Pizzolato, Vice President
Keith F. O'Connor, Treasurer
Joseph Van Dyke, Assistant Treasurer
Lydia Guzman, Assistant Secretary
Robert M. Hickey, Assistant Secretary
A. Edward Oberhaus III, Assistant Secretary

Investment Manager and Underwriter
Lord, Abbett & Co.
The General Motors Building
767 Fifth Avenue
New York, NY  10153-0203
212-848-1800

Custodian
Morgan Guaranty Trust Company of New York

Transfer Agent
United Missouri Bank of Kansas City, N.A.

Shareholder Servicing Agent
DST Systems, Inc.
P.O. Box 419100
Kansas City, MO  64141
800-821-5129

Auditors
Deloitte & Touche LLP
New York, NY

Counsel
Debevoise & Plimpton
New York, NY

12
  
<PAGE>
 
Searching for value often dictates moving away from the crowd.

"Affiliated Fund's competitive, long-term performance can be attributed to its
unwavering focus on value."

Thomas S. Henderson
Partner and Portfolio Manager

Value investing -- the strategy of investing in undervalued securities with
potential -- has guided Lord, Abbett & Co.'s investment decisions for decades.

A staff of investment professionals, averaging 19 years of experience and 9
years of tenure with Lord, Abbett & Co., performs research aimed at finding the
best value in relation to risk.

Searching for Value By:

 . Conducting fundamental analysis on an evolving universe of undervalued stocks;

 . Attempting to determine how global economic and political changes will affect 
  the relative performance of different industries; and

 . Trying to identify those undervalued securities that are best positioned to
  benefit from these changes


[PHOTO - Lord Abbett & Co. personnel described below]

(from left to right)
Thomas S. Henderson is a partner of Lord, Abbett & Co. and serves as
portfolio manager for Affiliated Fund. Mr. Henderson, who earned his MBA at
Harvard University, has been with the Firm since 1979. He serves as Vice
President for all Lord Abbett funds and is a member of the Executive Office of
Investments.

John J. Walsh, a partner of Lord, Abbett & Co., joined the Firm in 1960. In
addition to managing institutional equity portfolios, he serves as Vice
President for all Lord Abbett funds and is a member of the Executive Office of
Investments. Mr. Walsh received his MBA from New York University .

Robert G. Morris, our director of equity investments, manages a department of 14
professionals who are responsible for recommendations to portfolio managers
regarding sector weightings and individual securities. Mr. Morris earned his MA
at Northeastern University. 
<PAGE>
 
- - --------------------------------------------------------------------------------
THE LORD ABBETT FAMILY Meeting Investor Needs Since 1929
- - --------------------------------------------------------------------------------

Lord, Abbett & Co. manages a spectrum of mutual funds to meet the investment
goals of its shareholders. Assets may be allocated or transferred among these
funds as described in the relevant prospectus. The exchange privilege may be
modified or terminated. For more information about a Lord Abbett fund, including
charges and expenses, please call us at 800-874-3733 for a prospectus. Please
read the prospectus carefully before investing.

- - --------------------------------------------------------------------------------
Equity Portfolios
- - --------------------------------------------------------------------------------
Affiliated Fund
Established 1934
Seeks long-term growth of capital and income without excessive fluctuations in
market value. Portfolio emphasis: The stocks of large, well-seasoned companies.

Lord Abbett Developing Growth Fund
Established 1973
Seeks aggressive, long-term capital appreciation. Price volatility is not
uncommon. Portfolio emphasis: The stocks of small growth companies mostly traded
over the counter.

Lord Abbett Fundamental Value Fund
Established 1986
Seeks growth of capital and growth of income consistent with reasonable risk.
Portfolio emphasis: The stocks of large and midsized companies with strong
underlying fundamentals.

Lord Abbett Global Fund
Equity Series
Established 1988
Seeks long-term growth of capital and, secondarily, production of current
income. Portfolio: A diversified portfolio of stocks from around the world.

Lord Abbett Value Appreciation Fund
Established 1983
Seeks capital appreciation. Portfolio emphasis: The stocks of midsized
companies.

- - --------------------------------------------------------------------------------
Balanced Portfolio
- - --------------------------------------------------------------------------------
Lord Abbett Balanced Series
Established 1994
Seeks current income and capital growth. Portfolio: A blend of stocks and fixed-
income securities.

- - --------------------------------------------------------------------------------
Fixed-Income Portfolios
- - --------------------------------------------------------------------------------
Lord Abbett Bond-Debenture Fund
Established 1971
Seeks high current income and capital growth to produce a high total return.
Portfolio emphasis: Convertible issues and lower rated debt.

Lord Abbett Global Fund
Income Series
Established 1988
Seeks high current income and, secondarily, capital appreciation. Portfolio:
High-quality international and U.S. debt.

Lord Abbett Limited Duration U.S. Government Securities Series
Established 1993
Seeks a high level of income, relative to money market instruments, with less
fluctuations in principal than long-term U.S. Government securities. Portfolio
emphasis: Limited duration fixed-income securities (primarily U.S. Government
securities).

Lord Abbett U.S. Government Securities Fund
Established 1932
Seeks high current income. Portfolio: Since 1985, U.S. Government securities
exclusively.

- - --------------------------------------------------------------------------------
Tax-Free Portfolios
- - --------------------------------------------------------------------------------
Lord Abbett Tax-Free Income Funds
- - --------------------------------------------------------------------------------
National and New York Series Established 1984
- - --------------------------------------------------------------------------------
California Fund Established 1985
- - --------------------------------------------------------------------------------
Texas Series Established 1987
- - --------------------------------------------------------------------------------
New Jersey, Connecticut, Missouri, Hawaii, Florida and Pennsylvania Series
Established 1991
- - --------------------------------------------------------------------------------
Washington and Michigan Series Established 1992
- - --------------------------------------------------------------------------------
Georgia and Minnesota Series Established 1994
- - --------------------------------------------------------------------------------
Seek high tax-free income. Portfolios' emphasis: High-quality municipal bonds.

- - --------------------------------------------------------------------------------
Money Market Portfolio
- - --------------------------------------------------------------------------------
Lord Abbett U.S. Government Securities
Money Market Fund
Established 1979
Seeks high current income and preservation of capital. Portfolio: U.S.
Government money market instruments.

An investment in this Fund is neither insured nor guaranteed by the U.S.
Government and there can be no assurance that this Fund will be able to maintain
a stable net asset value of $1.00 per share. This Fund is managed to maintain,
and has maintained, its stable $1.00 per share price.

[PHOTO]

LOGO Lord, Abbett & Co.
     Investment Management

A Tradition of Performance Through Disciplined Investing

The GM Building . 767 Fifth Avenue . New York, NY 10153-0203



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission