March 6, 2013
EDGAR FILING
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Eagle Capital Appreciation Fund (“Trust”)
File Nos. 002-98634 and 811-04338
Preliminary Proxy Statement
Dear Sir or Madam:
On behalf of the Eagle Capital Appreciation Fund (the “Trust”), transmitted herewith for filing pursuant to Rule 14a-6(a) under the Securities Exchange Act of 1934, is a preliminary proxy statement (“Proxy Statement”) to be used in connection with a special meeting of the shareholders of the Trust to be held on June 3, 2013 (the “Meeting”). The Proxy Statement consists of a letter to shareholders, questions and answer, notice of the Meeting, proxy statement and form of proxy.
The Meeting will be held to consider the following items of business:
| 1. | To elect a new Trustee for the Trust; | |
| 2. | To approve a new subadvisory agreement; and | |
| 3. | To consider and act upon any other business that may properly come before the Meeting or any adjournments thereof. |
If you have any questions or comments regarding the foregoing, please contact me at (202) 778-9015.
Very truly yours,
/s/ Kathy K. Ingber
Kathy K. Ingber
Attachments
cc: Susan Walzer
Daniel Dzibinski
Eagle Asset Management, Inc.