Eagle Capital Appreciation Fund N-CSRS Certified semi-annual shareholder report (management investment company)

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: 811-04338

EAGLE CAPITAL APPRECIATION FUND

(Exact name of Registrant as Specified in Charter)

880 Carillon Parkway

St. Petersburg, FL 33716

(Address of Principal Executive Office) (Zip Code)

Registrant’s Telephone Number, including Area Code: (727) 567-8143

SUSAN L. WALZER, PRINCIPAL EXECUTIVE OFFICER

880 Carillon Parkway

St. Petersburg, FL 33716

(Name and Address of Agent for Service)

Copy to:

KATHY KRESCH INGBER, ESQ.

K&L Gates LLP

1601 K Street, NW

Washington, D.C. 20006

Date of fiscal year end: October 31

Date of reporting period: April 30, 2013

Item 1. Reports to Shareholders

Semiannual Report

and Investment Performance Review for the

six-month period ended April 30, 2013 (unaudited)

Eagle Capital Appreciation Fund

Eagle Growth & Income Fund

Eagle International Stock Fund

Eagle Investment Grade Bond Fund

Eagle Mid Cap Growth Fund

Eagle Mid Cap Stock Fund

Eagle Small Cap Growth Fund

Eagle Small Cap Stock Fund

Eagle Smaller Company Fund

Table of Contents

President’s Letter 1

Investment Portfolios

Eagle Capital Appreciation Fund 2

Eagle Growth & Income Fund 2

Eagle International Stock Fund 3

Eagle Investment Grade Bond Fund 5

Eagle Mid Cap Growth Fund 7

Eagle Mid Cap Stock Fund 8

Eagle Small Cap Growth Fund 10

Eagle Small Cap Stock Fund 12

Eagle Smaller Company Fund 13

Statements of Assets and Liabilities 16

Statements of Operations 18

Statements of Changes in Net Assets 20

Financial Highlights 22

Notes to Financial Statements 28

Understanding Your Ongoing Costs 39

Principal Risks 42

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President’s Letter

Dear Fellow Shareholders:

I am pleased to present the semi-annual report and investment-performance review of the Eagle Family of Funds for the six-month period ended April 30, 2013.

Major equity indices generally have marched upward since November 2012. There is no real consensus of the why—particularly since many of the same domestic and global concerns that were at hand before then still remain—so many observers attribute the rise to the adage, “markets climb a wall of worry.” Meanwhile, on the fixed-income side, the Federal Reserve has kept rates at historically low levels in an effort to spur the U.S. economy. Nevertheless, bond-market activity—in spite of a paucity of yield income—remains robust, which we believe is likely because many investors remain cautious about the equity markets after two significant collapses since 2000.

The general consensus among our managers seems to be that the U.S. economy is growing—albeit slowly, and with sometimes contradictory economic data—while Europe remains in recession and China’s growth bears watching.

Here are just a few highlights from the last six months:

• The Eagle Growth & Income Fund has maintained its 10-year five-star rating from Morningstar.¹*

• Bert Boksen, CFA^®, Eric Mintz, CFA^®, and their team have done a tremendous job guiding the Eagle Small Cap Growth Fund to a 10-year four-star rating from Morningstar^2*.

• The Eagle Smaller Company Fund—under Co-Managers Dave Adams, CFA^®, and Jack McPherson, CFA^®—continues to post solid returns³ as it approaches its milestone fifth anniversary this fall. Similarly, the Eagle Investment Grade Bond Fund—under the direction of Co-Managers James Camp, CFA^®, and Joe Jackson, CFA^®—has performed as we expected of this core-type fixed-income fund: a non-correlated (to equities) piece of an investor’s well-allocated overall portfolio.

• We are excited to have started two new funds—the Eagle Small Cap Stock Fund (December 31) and the Eagle International Stock Fund (February 28)—during the period. Further, we changed management of the Eagle Mid Cap Stock Fund on October 1. Part of our mission is to review our management teams and fund lineup to ensure we have the right people and products in place for Eagle investors.

• High-profile media outlets increasingly seek Eagle managers. James Camp, CFA^®, who heads the Eagle Investment Grade Bond Fund, has been cited in The Economist. Barron’s has quoted Ed Cowart, CFA^®, a co-manager of the Eagle Growth & Income Fund, and Matthew Spitznagle, CFA^®, an analyst on the team that runs the Eagle Mid Cap Stock and Eagle Small Cap Stock Funds.

I would like to remind you that investing in any mutual fund carries certain risks. The principal risk factors for each fund are described at the end of this semi-annual report. Carefully consider the investment objectives, charges and expenses of any fund before you invest. Contact us at 800.421.4184 or eagleasset.com or your financial advisor for a prospectus, which contains this and other important information about the Eagle Family of Funds.

We are grateful for your continued support of, and confidence in, the Eagle Family of Funds.

Sincerely,     

Richard J. Rossi

President

June 18, 2013

¹ For the period ended April 30, 2013, the Fund’s Class A shares are rated 5 stars for the 10-year, 4 stars for the overall and five-year periods and 3 stars for the 3-year period among a total of 587, 1,037, 926 and 1,037 funds respectively, in the large-cap value category. Star ratings may be different for other share classes. Morningstar Rating^® is based on risk-adjusted performance adjusted for fees and loads. Past performance is no guarantee of future results. Ratings are subject to change each month.

² For the period ended April 30, 2013, the Fund’s Class A shares are rated 4 stars for the overall and 10-year periods and 3 stars for the three- and five-year periods among a total of 638, 369, 638 and 563 funds respectively, in the small-cap growth category. Star ratings may be different for other share classes. Morningstar Rating^® is based on risk-adjusted performance adjusted for fees and loads. Past performance is no guarantee of future results. Ratings are subject to change each month.

³ Performance data represented is historical and does not guarantee future results. The investment return and principal value of an investment will fluctuate, and you may have a gain or loss when you sell shares. Current performance may be higher or lower than the performance data quoted. To obtain more current performance data as of the most recent month-end, please visit our website at eagleasset.com.

* The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Funds with at least three years of performance history are assigned ratings from the fund’s three-, five- and 10-year average annual returns (when available) and a risk factor that reflects fund performance relative to three-month Treasury bill monthly returns. Fund returns are adjusted for fees and sales loads. Ten percent of the funds in an investment category receive five stars, 22.5% receive four stars, 35% receive three stars, 22.5% receive two stars and the bottom 10% receive one star. Investment return and principal value will vary so that investors have a gain or loss when shares are sold. Funds are rated for up to three time periods (three-, five-, and 10-years) and these ratings are combined to produce an overall rating. Ratings may vary among share classes and are based on past performance. Past performance does not guarantee future results.

1

Investment Portfolios

(UNAUDITED) 04.30.2013

EAGLE CAPITAL APPRECIATION FUND
COMMON STOCKS—99.8%	Shares		Value
Apparel—4.1%
NIKE, Inc., Class B		205,742		$13,085,191
Banks—1.6%
Northern Trust Corp.		94,115		5,074,681
Beverages—2.5%
PepsiCo, Inc.		96,461		7,955,139
Biotechnology—1.8%
Vertex Pharmaceuticals, Inc.*		73,915		5,678,150
Chemicals—2.7%
Praxair, Inc.		76,414		8,734,120
Commercial services—2.4%
MasterCard, Inc., Class A		13,651		7,548,047
Computers—7.7%
Apple, Inc.		45,680		20,224,820
NetApp, Inc.*		126,785		4,423,529
Cosmetics/personal care—2.6%
The Procter & Gamble Co.		109,762		8,426,429
Diversified financial services—5.7%
American Express Co.		164,686		11,266,169
IntercontinentalExchange, Inc.*		42,686		6,954,830
Electronics—2.0%
Honeywell International, Inc.		88,956		6,541,824
Internet—14.7%
Amazon.com, Inc.*		33,351		8,464,818
Equinix, Inc.*		44,042		9,429,392
Google, Inc., Class A*		22,960		18,932,127
priceline.com, Inc.*		4,981		3,466,726
Rackspace Hosting, Inc.*		142,280		6,857,896
Lodging—1.8%
Marriott International, Inc., Class A		136,628		5,883,202
Metal fabricate/hardware—1.0%
Precision Castparts Corp.		17,292		3,307,787
Oil & gas—0.6%
Pioneer Natural Resources Co.		16,481		2,014,472
Oil & gas services—6.6%
Halliburton Co.		138,127		5,907,692
Schlumberger Ltd.		207,127		15,416,462
Pharmaceuticals—3.5%
Abbott Laboratories		157,382		5,810,543
Sanofi, Sponsored ADR		102,133		5,448,796
Real estate—3.1%
CBRE Group, Inc., Class A*		410,085		9,932,259
Real estate investment trusts (REITs)—5.6%
American Tower Corp.		215,489		18,098,921
Retail—9.8%
Chipotle Mexican Grill, Inc.*		16,886		6,132,826
Costco Wholesale Corp.		105,420		11,430,691
Dollar General Corp.*		151,885		7,911,690
PVH Corp.		52,842		6,098,495
Semiconductors—8.6%
QUALCOMM, Inc.		299,290		18,442,250
Xilinx, Inc.		245,217		9,296,176

COMMON STOCKS—99.8%	Shares		Value
Software—5.7%
Activision Blizzard, Inc.		525,074		$7,849,856
Oracle Corp.		188,508		6,179,292
Salesforce.com, Inc.*		104,194		4,283,416
Telecommunications—3.9%
Crown Castle International Corp.*		162,924		12,545,148
Transportation—1.8%
FedEx Corp.		62,487		5,874,403
Total common stocks (cost $188,645,554)				320,928,265
Total investment portfolio (cost $188,645,554) ‡99.8%				320,928,265
Other assets in excess of liabilities 0.2%				758,325
Net assets 100.0%				$321,686,590
* Non-income producing security ‡ As of April 30, 2013, aggregate cost for federal income tax purpose was $191,031,945. Net unrealized appreciation(depreciation) on a tax-basis was $129,896,320, including aggregate gross unrealized appreciation and (depreciation) of $131,727,398 and $(1,831,078), respectively. The difference between book-basis and tax-basis unrealized appreciation(depreciation) was primarily attributable to deferral of losses from wash sales. ADR—American depository receipt

Sector allocation
Sector	Percent of net assets
Technology		22.0%
Communications		18.6%
Financial		16.0%
Consumer, cyclical		15.7%
Consumer, non-cyclical		12.8%
Energy		7.2%
Industrial		4.8%
Basic materials		2.7%

EAGLE GROWTH & INCOME FUND
COMMON STOCKS—98.1%	Shares		Value
Aerospace/defense—2.6%
United Technologies Corp.		118,579		$10,825,077
Banks—11.5%
Capital One Financial Corp.		177,620		10,262,884
JPMorgan Chase & Co.		347,778		17,044,600
The PNC Financial Services Group, Inc.		103,185		7,004,198
Wells Fargo & Co.		340,085		12,916,428
Beverages—5.4%
PepsiCo, Inc.		135,004		11,133,780
The Coca-Cola Co.		265,622		11,243,779

2 The accompanying notes are an integral part of the financial statements.

Investment Portfolios

(UNAUDITED) 04.30.2013

EAGLE GROWTH & INCOME FUND (cont’d)
COMMON STOCKS—98.1%	Shares		Value
Chemicals—2.5%
E.I. du Pont de Nemours and Co.		190,748		$10,397,674
Computers—3.7%
Apple, Inc.		34,152		15,120,798
Cosmetics/personal care—2.9%
The Procter & Gamble Co.		154,131		11,832,637
Electrical components & equipment—2.8%
Emerson Electric Co.		209,722		11,641,668
Electronics—5.6%
Honeywell International, Inc.		150,562		11,072,329
Tyco International Ltd.		372,604		11,968,041
Entertainment—3.4%
Regal Entertainment Group, Class A		775,466		13,911,860
Food—4.9%
General Mills, Inc.		186,211		9,388,759
Sysco Corp.		312,132		10,880,921
Healthcare products—3.1%
St. Jude Medical, Inc.		313,745		12,932,569
Miscellaneous manufacturer—3.0%
3M Co.		116,354		12,183,427
Oil & gas—11.3%
Chevron Corp.		114,322		13,948,427
ConocoPhillips		161,848		9,783,711
Occidental Petroleum Corp.		147,311		13,148,980
Total S.A., Sponsored ADR		194,440		9,768,666
Pharmaceuticals—9.1%
GlaxoSmithKline PLC, Sponsored ADR		250,050		12,912,582
Merck & Co., Inc.		260,805		12,257,835
Pfizer, Inc.		429,854		12,495,856
Real estate investment trusts (REITs)—5.9%
American Campus Communities, Inc.		117,621		5,250,601
Digital Realty Trust, Inc.		72,096		5,084,210
ProLogis, Inc.		131,620		5,521,459
Simon Property Group, Inc.		48,282		8,597,576
Retail—4.7%
McDonald’s Corp.		80,619		8,234,425
The Home Depot, Inc.		153,185		11,236,120
Semiconductors—3.4%
Applied Materials, Inc.		971,940		14,102,849
Software—3.3%
Microsoft Corp.		412,351		13,648,818
Telecommunications—4.2%
AT&T, Inc.		253,252		9,486,820
CenturyLink, Inc.		211,976		7,963,938
Toys/games/hobbies—3.1%
Mattel, Inc.		281,163		12,837,903
Transportation—1.7%
Norfolk Southern Corp.		88,172		6,826,276
Total common stocks (cost $341,246,076)				404,868,481
Total investment portfolio (cost $341,246,076) ‡98.1%				404,868,481
Other assets in excess of liabilities 1.9%				7,993,139
Net assets 100.0%				$412,861,620

‡ As of April 30, 2013, aggregate cost for federal income tax purpose was $341,420,089. Net unrealized appreciation(depreciation) on a tax-basis was $63,448,392, including aggregate gross unrealized appreciation and (depreciation) of $65,380,751 and $(1,932,359), respectively. The difference between book-basis and tax-basis unrealized appreciation(depreciation) was primarily attributable to deferral of losses from wash sales.

ADR—American depository receipt

Sector allocation
Sector	Percent of net assets
Consumer, non-cyclical		25.4%
Financial		17.4%
Industrial		15.7%
Energy		11.3%
Consumer, cyclical		11.2%
Technology		10.4%
Communications		4.2%
Basic materials		2.5%

EAGLE INTERNATIONAL STOCK FUND
COMMON STOCKS—97.2%	Shares		Value
Australia—8.0%
Beadell Resources Ltd.*		13,467		$9,895
Boral Ltd.		1,525		7,920
Commonwealth Bank of Australia		271		20,655
CSL Ltd.		1,194		77,933
Downer EDI Ltd.		3,677		18,786
Insurance Australia Group Ltd.		11,569		69,803
McMillan Shakespeare Ltd.		428		6,771
National Australia Bank Ltd.		728		25,691
Primary Health Care Ltd.		3,458		18,892
Silver Lake Resources Ltd.*		5,004		5,481
Skilled Group Ltd.		3,074		9,082
Troy Resources Ltd.		1,173		2,282
Westfield Group		1,016		12,271
Austria—0.2%
ams AG		70		6,527
Belgium—1.1%
Anheuser-Busch InBev N.V.		115		10,989
Barco N.V.		117		10,408
KBC Groep N.V.		420		16,547
Bermuda—0.3%
Catlin Group Ltd.		1,305		10,666
Britain—15.7%
3i Group PLC		1,772		9,062
Associated British Foods PLC		624		18,775
AstraZeneca PLC		445		23,105
Aviva PLC		5,452		25,839
Barclays PLC		11,036		49,037

The accompanying notes are an integral part of the financial statements. 3

Investment Portfolios

(UNAUDITED) 04.30.2013

EAGLE INTERNATIONAL STOCK FUND (cont’d)
COMMON STOCKS—97.2%	Shares		Value
Britain (cont’d)
Barratt Developments PLC*		6,163		$29,792
British American Tobacco PLC		816		45,200
Diageo PLC		2,878		87,801
DS Smith PLC		2,482		8,995
easyJet PLC		1,524		26,443
HSBC Holdings PLC		5,351		58,630
Lloyds Banking Group PLC*		10,132		8,551
National Grid PLC		513		6,538
Next PLC		271		18,369
Tesco PLC		1,393		7,923
Vodafone Group PLC		35,198		107,516
Whitbread PLC		224		8,904
William Hill PLC		2,453		16,232
China—0.3%
China Minzhong Food Corp. Ltd.*		15,000		12,200
Denmark—4.0%
Coloplast A/S, Class B		838		45,593
GN Store Nord A/S		950		17,352
Novo Nordisk AS, Class B		298		52,271
Topdanmark A/S*		717		18,405
Tryg A/S		97		8,399
Finland—0.2%
Huhtamaki OYJ		361		6,760
France—12.9%
AXA S.A.		1,347		25,216
BNP Paribas		546		30,423
Cie Generale des Etablissement Michelin		688		58,215
Credit Agricole S.A.*		1,579		14,454
European Aeronautic Defence and Space Co. N.V.		553		29,272
Lafarge S.A.		549		35,467
L’Oreal S.A.*		100		17,832
Renault S.A.		609		41,962
Sanofi		661		70,987
Societe Generale S.A.*		510		18,524
Technicolor S.A.*		2,816		11,682
Teleperformance		324		14,277
Total S.A.		952		48,097
UBISOFT Entertainment*		947		10,589
Vivendi S.A.		1,421		32,284
Germany—10.5%
Allianz SE		603		88,981
Bayer AG		252		26,291
Deutsche Bank AG		463		21,286
Deutsche Lufthansa AG		837		16,733
Fresenius SE & Co. KGaA		133		16,678
Hannover Rueckversicherung SE		473		39,941
HeidelbergCement AG		162		11,664
Muenchener Rueckversicherungs AG		418		83,647
Volkswagen AG		342		66,479
Hong Kong—2.5%
K Wah International Holdings Ltd.		13,000		7,113
Orient Overseas International Ltd.		3,000		17,822
Power Assets Holdings Ltd.		3,000		29,354
Singamas Container Holdings Ltd.		26,000		6,377
Wheelock & Co. Ltd.		5,000		27,835
Israel—0.7%
Teva Pharmaceutical Industries Ltd.		676		25,932

COMMON STOCKS—97.2%	Shares		Value
Italy—1.8%
Enel SpA		5,031		$19,552
Lottomatica Group SpA		337		8,608
Milano Assicurazioni SpA*		13,591		8,928
Telecom Italia SpA		29,927		25,458
Japan—26.9%
Central Japan Railway Co.		300		36,231
Fuji Heavy Industries Ltd.		4,000		75,680
Fuji Oil Co. Ltd.		1,200		19,072
Heiwa Corp.		1,100		22,782
Idemitsu Kosan Co. Ltd.		300		25,327
ITOCHU Corp.		6,500		80,488
Kanematsu Corp.*		12,000		16,618
KDDI Corp.		1,900		91,214
Kyowa Exeo Corp.		2,200		25,930
Marubeni Corp.		10,000		71,627
Mitsui & Co. Ltd.		4,900		67,353
NEC Networks & System Integration Corp.		500		10,955
Nippon Telegraph & Telephone Corp.		1,400		69,293
SCSK Corp.		1,300		28,978
Sojitz Corp.		7,600		11,945
Sumitomo Corp.		4,600		57,456
Sumitomo Mitsui Financial Group, Inc.		2,300		108,891
The Yokohama Rubber Co. Ltd.		4,000		52,528
Toyota Motor Corp.		900		52,169
Toyota Tsusho Corp.		1,000		27,862
Netherlands—4.1%
Aegon N.V.		8,447		55,925
Delta Lloyd N.V.		1,223		23,517
ING Groep N.V., CVA*		2,133		17,538
Royal Dutch Shell PLC, Class B		1,353		47,265
Norway—1.5%
DNO International ASA*		7,267		12,744
Petroleum Geo-Services ASA		394		5,793
Yara International ASA		738		34,554
Singapore—0.3%
Super Group Ltd.		3,000		9,572
Sweden—1.8%
AarhusKarlshamn AB		157		8,236
Peab AB		1,676		9,401
Swedbank AB, Class A		1,946		47,991
Switzerland—4.4%
Holcim Ltd.*		168		13,123
Roche Holding AG		257		64,342
Swiss Re AG*		977		77,823
Total common stocks (cost $3,322,404)				3,446,474
Total investment portfolio (cost $3,322,404) ‡97.2%				3,446,474
Other assets in excess of liabilities 2.8%				99,337
Total net assets 100.0%				$3,545,811
* Non-income producing security
‡ As of April 30, 2013, aggregate cost for federal income tax purpose was $3,322,404. Net unrealized appreciation(depreciation) on a tax-basis was $124,070, including aggregate gross unrealized appreciation and (depreciation) of $177,386 and $(53,316), respectively. The difference between book-basis and tax-basis unrealized appreciation(depreciation) was primarily attributable to deferral of losses from wash sales.

4 The accompanying notes are an integral part of the financial statements.

Investment Portfolios

(UNAUDITED) 04.30.2013

EAGLE INTERNATIONAL STOCK FUND (cont’d)
Sector allocation
Sector	Percent of net assets
Financial		29.2%
Consumer, cyclical		23.6%
Consumer, non-cyclical		19.0%
Communications		10.1%
Industrial		6.4%
Energy		3.9%
Basic materials		1.8%
Utilities		1.6%
Technology		1.6%

Industry allocation
Industry	Value		Percent of net assets
Insurance		$554,628		15.7%
Banks		420,680		11.9%
Telecommunications		343,117		9.7%
Distribution/wholesale		333,349		9.4%
Pharmaceuticals		262,928		7.4%
Auto manufacturers		236,290		6.7%
Oil & gas		133,433		3.7%
Auto parts & equipment		110,743		3.1%
Beverages		98,790		2.8%
Biotechnology		77,933		2.2%
Food		75,778		2.1%
Building materials		68,174		1.9%
Healthcare products		62,271		1.8%
Engineering & construction		54,117		1.5%
Transportation		54,053		1.5%
Electric		48,906		1.4%
Entertainment		47,622		1.3%
Agriculture		45,200		1.3%
Airlines		43,176		1.2%
Computers		39,933		1.1%
Real estate		34,948		1.0%
Chemicals		34,554		1.0%
Home builders		29,792		0.8%
Aerospace/defense		29,272		0.8%
Healthcare services		18,892		0.5%
Retail		18,369		0.5%
Cosmetics/personal care		17,832		0.5%
Mining		17,658		0.5%

Industry allocation (cont’d)
Industry	Value		Percent of net assets
Commercial services		$15,853		0.4%
Advertising		14,277		0.4%
Real estate investment trusts (REITs)		12,271		0.3%
Home furnishings		11,682		0.3%
Software		10,589		0.3%
Electronics		10,408		0.3%
Private equity		9,062		0.3%
Forest products & paper		8,995		0.3%
Lodging		8,904		0.3%
Packaging & containers		6,760		0.2%
Gas		6,538		0.2%
Semiconductors		6,527		0.2%
Miscellaneous manufacturer		6,377		0.2%
Oil & gas services		5,793		0.2%
Total investment portfolio		$3,446,474		97.2%

EAGLE INVESTMENT GRADE BOND FUND
CORPORATE BONDS—30.1%	Principal amount (in thousands)		Value
Banks—2.3%
The Bank of New York Mellon Corp., 1.35%, 03/06/18		$1,000		$1,006,538
The Goldman Sachs Group, Inc., 6.25%, 09/01/17		1,500		1,764,483
Beverages—1.7%
The Coca-Cola Co., FRN, 0.23%, 03/14/14		2,000		1,999,766
Biotechnology—0.9%
Celgene Corp., 3.25%, 08/15/22		1,000		1,028,689
Diversified financial services—1.9%
General Electric Capital Corp.
1.00%, 12/11/15		1,000		1,007,446
6.00%, 08/07/19		1,000		1,225,156
Electric—0.8%
NextEra Energy Capital Holdings, Inc., 2.55%, 11/15/13		1,000		1,010,340
Gas—1.2%
Sempra Energy, 9.80%, 02/15/19		1,000		1,412,007
Healthcare products—1.3%
Medtronic, Inc., 1.38%, 04/01/18		1,500		1,506,899
Healthcare services—2.4%
Laboratory Corp. of America Holdings, 2.20%, 08/23/17		1,750		1,775,361
WellPoint, Inc., 2.38%, 02/15/17		1,000		1,040,004
Housewares—0.9%
Newell Rubbermaid, Inc., 2.00%, 06/15/15		1,000		1,016,434
Insurance—4.0%
American International Group, Inc., 8.25%, 08/15/18		1,500		1,945,186
AON Corp., 3.50%, 09/30/15		1,750		1,851,214
Assurant, Inc., 2.50%, 03/15/18		1,000		1,007,405

The accompanying notes are an integral part of the financial statements. 5

Investment Portfolios

(UNAUDITED) 04.30.2013

EAGLE INVESTMENT GRADE BOND FUND (cont’d)
CORPORATE BONDS—30.1%	Principal amount (in thousands)		Value
Lodging—0.8%
Wyndham Worldwide Corp., 2.50%, 03/01/18		$1,000		$1,008,121
Media—0.8%
NBCUniversal Enterprise, Inc., 144A, 1.66%, 04/15/18		1,000		1,012,094
Mining—1.8%
Goldcorp, Inc., 2.13%, 03/15/18		1,000		1,000,313
Newmont Mining Corp., 5.13%, 10/01/19		1,000		1,130,668
Oil & gas—1.5%
BP Capital Markets PLC, FRN, 0.88%, 03/11/14		1,750		1,758,428
Pharmaceuticals—2.4%
AbbVie, Inc., 144A, 1.75%, 11/06/17		1,000		1,014,888
McKesson Corp., 0.95%, 12/04/15		1,000		1,004,830
Zoetis, Inc., 144A, 1.88%, 02/01/18		1,000		1,011,224
Pipelines—1.5%
Enterprise Products Operating LLC, 6.65%, 04/15/18		1,500		1,859,264
Real estate investment trusts (REITs)—0.9%
Ventas Realty LP/Ventas Capital Corp., 2.70%, 04/01/20		1,000		1,016,201
Semiconductors—0.8%
TSMC Global Ltd., 144A, 0.95%, 04/03/16		1,000		1,001,205
Software—2.2%
Autodesk, Inc., 1.95%, 12/15/17		1,500		1,498,143
Fiserv, Inc., 3.13%, 10/01/15		1,000		1,048,755
Total corporate bonds (cost $35,359,307)				35,961,062
MORTGAGE- AND ASSET-BACKED SECURITIES—38.0%
Asset-Backed Securities—8.6%
AmeriCredit Automobile Receivables Trust,
Series 2011-5, Class A3, 1.55%, 07/08/16		1,000		1,010,211
Series 2012-5, Class D, 2.35%, 12/10/18		1,000		1,017,644
Ford Credit Auto Owner Trust,
Series 2012-C, Class D, 2.43%, 01/15/19		1,000		1,013,970
Series 2012-D, Class D, 1.97%, 05/15/19		1,800		1,807,268
Ford Credit Floorplan Master Owner Trust, Series 2012-1, Class C, FRN, 1.70%, 01/15/16		3,000		3,017,271
GE Equipment Transportation LLC, Series 2013-1, Class A2, 0.50%, 11/24/15		500		500,170
Santander Drive Auto Receivables Trust, Series 2012-1, Class C, 3.78%, 11/15/17		1,000		1,045,995
Sierra Timeshare Receivables Funding LLC, Series 2012-1A, Class B, 3.58%, 11/20/28(a)(b)		813		835,239
Commercial mortgage-backed obligations—1.7%
Credit Suisse First Boston Mortgage Securities Corp., Series 2005-C5, Class A3, FRN, 5.10%, 08/15/38		24		24,477
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2003-PM1A, Class A4, 5.33%, 08/12/40		859		860,446
LB-UBS Commercial Mortgage Trust, Series 2004-C6, Class A6, 5.02%, 08/15/29		1,000		1,037,237
Morgan Stanley Capital I Trust, Series 2003-T11, Class A4, 5.15%, 06/13/41		163		163,604
Covered bonds—2.6%
Bank of Montreal, 144A, 2.63%, 01/25/16		1,000		1,055,500
Bank of Nova Scotia, 144A, 2.15%, 08/03/16		1,000		1,047,500
The Toronto-Dominion Bank, 144A, 2.20%, 07/29/15		1,000		1,038,200

MORTGAGE-AND ASSET-BACKED SECURITIES—38.0%	Principal amount (in thousands)		Value
Federal agency mortgage-backed obligations—25.1%
Fannie Mae Pool, Series 1212, Class MA, 2.50%, 10/01/22		$2,307		$2,428,016
Fannie Mae, REMIC
Series 2007-11, Class AB, 5.69%, 01/25/32		5		5,159
Series 2007-118, Class AB, 5.00%, 04/25/35		56		55,897
Series 2012-113, Class PB, 2.00%, 10/25/40		2,921		2,991,559
Series 2012-93, Class TY, 2.00%, 06/25/42		3,068		3,147,168
Series 2012-96, Class PD, 2.00%, 07/25/41		2,876		2,925,303
Freddie Mac, REMIC
Series 2628, Class AB, 4.50%, 06/15/18		91		95,963
Series 2885, Class LC, 4.50%, 04/15/34		210		221,060
Series 3456, Class CG, 5.00%, 01/15/35		44		44,562
Series 4045, Class PA, 2.00%, 12/15/41		2,734		2,795,927
Series 4068, Class MB, 2.00%, 02/15/42		3,450		3,528,690
Series 4097, Class BG, 2.00%, 12/15/41		2,837		2,901,573
Series 4097, Class EG, 2.00%, 11/15/40		2,399		2,460,250
Series 4098, Class HA, 2.00%, 05/15/41		3,352		3,435,571
Series 4105, Class KB, 2.25%, 08/15/41		2,423		2,497,813
Ginnie Mae, REMIC, Series 2004-86, Class PK, 4.00%, 09/20/34		288		305,954
Total asset-backed securities and mortgage-backed obligations (cost $45,011,908)				45,315,197
U.S. TREASURIES—20.3%
U.S. Treasury Notes,
0.63%, 08/31/17		2,250		2,257,207
1.00%, 09/30/16		7,250		7,401,228
1.75%, 10/31/18		5,500		5,790,466
2.00%, 04/30/16		2,250		2,362,500
2.38%, 07/31/17		6,000		6,466,872
Total U.S. Treasuries (cost $23,852,917)				24,278,273
U.S. GOVERNMENT AGENCY SECURITIES—4.6%
Private Export Funding Corp., 2.25%, 12/15/17		1,750		1,867,649
Tennessee Valley Authority, 5.50%, 07/18/17		3,000		3,578,463
Total U.S. Government agency securities (cost $5,190,196)				5,446,112
SUPRANATIONAL BANKS—0.9%
International Bank for Reconstruction & Development, 2.38%, 05/26/15		1,000		1,042,932
Total supranational banks (cost $996,385)				1,042,932
Total investment portfolio (cost $110,410,713) ‡93.9%				112,043,576
Other assets in excess of liabilities 6.1%				7,260,813
Total net assets 100.0%				$119,304,389
(a) Restricted securities deemed to be illiquid for purposes of compliance limitations on holdings of illiquid securities. Securities were purchased under rule 144a of the 1933 act or exempted from registration, may only be sold to qualified institutional investors. At April 30, 2013, the securities aggregated $835,239 or 0.7% of the net assets of the Fund. (b) Security purchased on February 12, 2013, at a cost of $936,872 which was 0.7% of net assets at time of purchase. At April 30, 2013, this security represented 0.7% of the net assets of the Fund.

6 The accompanying notes are an integral part of the financial statements.

Investment Portfolios

(UNAUDITED) 04.30.2013

EAGLE INVESTMENT GRADE BOND FUND (cont’d)

144A—144A securities are issued pursuant to Rule 144A of the Securities Act of 1933. Most of these are deemed to be liquid for purposes of compliance limitations on holdings of illiquid securities and all may be resold as transactions exempt from registration to qualified institutional buyers. At April 30, 2013, these securities aggregated $7,180,611 or 6.0% of the net assets of the Fund.

FRN—Floating rate notes reset their interest rates on a semiannual or quarterly basis. Rate shown was as of April 30, 2013

REMIC—Real estate mortgage investment conduit

‡ As of April 30, 2013, aggregate cost for federal income tax purpose was $110,424,928. Net unrealized appreciation (depreciation) on a tax-basis was $1,618,648, including aggregate gross unrealized appreciation and (depreciation) of $1,682,454 and $(63,806), respectively. The difference between book-basis and tax-basis unrealized appreciation (depreciation) was primarily attributable to deferral of losses from wash sales.

Standard & Poor’s bond ratings
Bond rating	Percent of net assets
AAA		2.9%
AA		53.2%
A		15.9%
BBB		18.0%
Not rated		3.9%

Moody’s bond ratings
Bond rating	Percent of net assets
Aaa		54.8%
Aa		5.9%
A		8.7%
Bbb		19.8%
Not rated		4.7%

EAGLE MID CAP GROWTH FUND
COMMON STOCKS—98.9%	Shares		Value
Aerospace/defense—0.7%
Triumph Group, Inc.		44,996		$3,595,180
Airlines—1.6%
Delta Air Lines, Inc.*		477,865		8,190,606
Apparel—3.2%
Coach, Inc.		149,810		8,817,817
Michael Kors Holdings Ltd.*		133,960		7,627,682
Beverages—2.5%
Monster Beverage Corp.*		224,440		12,658,416
Biotechnology—3.6%
ARIAD Pharmaceuticals, Inc.*		246,165		4,398,968
Vertex Pharmaceuticals, Inc.*		180,490		13,865,242

COMMON STOCKS—98.9%	Shares		Value
Building materials—2.7%
Eagle Materials, Inc.		77,560		$5,254,690
Fortune Brands Home & Security, Inc.*		231,627		8,428,907
Chemicals—5.0%
Axiall Corp.		90,970		4,771,377
CF Industries Holdings, Inc.		24,195		4,512,609
Huntsman Corp.		264,555		4,989,507
Westlake Chemical Corp.		135,373		11,254,911
Commercial services—2.3%
Gartner, Inc.*		122,735		7,100,220
Sotheby’s		134,000		4,754,320
Computers—4.4%
Fortinet, Inc.*		261,160		4,690,434
Fusion-io, Inc.*		255,210		4,792,844
IHS, Inc., Class A*		100,068		9,749,625
Riverbed Technology, Inc.*		234,615		3,486,379
Distribution/wholesale—1.0%
Fastenal Co.		100,980		4,953,069
Diversified financial services—4.4%
Ameriprise Financial, Inc.		170,195		12,684,633
TD AMERITRADE Holding Corp.		491,491		9,785,586
Electronics—0.5%
Amphenol Corp., Class A		36,940		2,789,709
Engineering & construction—1.5%
Chicago Bridge & Iron Co. N.V.		140,592		7,562,444
Entertainment—2.3%
Bally Technologies, Inc.*		125,434		6,683,123
SeaWorld Entertainment, Inc.*		153,235		5,148,696
Environmental control—1.6%
Waste Connections, Inc.		212,532		8,065,589
Food—1.0%
The Fresh Market, Inc.*		124,301		5,087,640
Healthcare products—3.7%
Edwards Lifesciences Corp.*		62,329		3,975,967
Sirona Dental Systems, Inc.*		77,220		5,678,759
The Cooper Companies, Inc.		86,625		9,563,400
Healthcare services—1.3%
Universal Health Services, Inc., Class B		101,865		6,783,190
Home builders—1.0%
PulteGroup, Inc.*		256,307		5,379,884
Home furnishings—1.8%
Harman International Industries, Inc.		209,705		9,375,911
Household products/wares—1.9%
Church & Dwight Co., Inc.		150,510		9,616,084
Insurance—2.3%
Arch Capital Group Ltd.*		114,250		6,062,105
Genworth Financial, Inc., Class A*		590,885		5,926,577
Internet—2.5%
Liberty Interactive Corp., Class A*		233,285		4,966,638
TIBCO Software, Inc.*		145,055		2,815,517
TripAdvisor, Inc.*		95,215		5,006,405
Leisure time—1.8%
Royal Caribbean Cruises Ltd.		258,855		9,455,973

The accompanying notes are an integral part of the financial statements. 7

Investment Portfolios

(UNAUDITED) 04.30.2013

EAGLE MID CAP GROWTH FUND (cont’d)
COMMON STOCKS—98.9%	Shares		Value
Lodging—3.1%
Starwood Hotels & Resorts Worldwide, Inc.		120,640		$7,783,693
Wynn Resorts Ltd.		59,110		8,115,803
Machinery-diversified—1.0%
Flowserve Corp.		31,615		4,998,964
Media—1.5%
Sirius XM Radio, Inc.		2,378,985		7,731,701
Miscellaneous manufacturer—3.8%
Colfax Corp.*		171,206		7,990,184
Hexcel Corp.*		182,655		5,570,978
Pentair Ltd.		106,090		5,765,991
Oil & gas—4.2%
Cabot Oil & Gas Corp.		160,675		10,933,934
Cimarex Energy Co.		74,305		5,437,640
Cobalt International Energy, Inc.*		176,990		4,945,100
Oil & gas services—1.9%
Cameron International Corp.*		40,884		2,516,410
Dresser-Rand Group, Inc.*		134,435		7,475,931
Pharmaceuticals—7.0%
AmerisourceBergen Corp.		121,945		6,599,664
BioMarin Pharmaceutical, Inc.*		99,426		6,522,346
Catamaran Corp.*		197,010		11,373,387
Herbalife Ltd.		102,875		4,085,166
Mylan, Inc.*		258,330		7,519,986
Real estate investment trusts (REITs)—2.0%
MFA Financial, Inc.		1,085,490		10,062,492
Retail—4.6%
Chipotle Mexican Grill, Inc.*		10,650		3,867,974
Family Dollar Stores, Inc.		124,440		7,636,883
Sally Beauty Holdings, Inc.*		402,007		12,084,330
Semiconductors—2.3%
Linear Technology Corp.		93,990		3,430,635
Microchip Technology, Inc.		80,785		2,942,189
Teradyne, Inc.*		327,720		5,387,717
Software—6.4%
Akamai Technologies, Inc.*		139,035		6,105,027
ANSYS, Inc.*		102,620		8,297,853
Autodesk, Inc.*		190,520		7,502,678
Concur Technologies, Inc.*		70,582		5,160,250
Electronic Arts, Inc.*		319,215		5,621,376
Telecommunications—5.6%
IPG Photonics Corp.		140,719		8,960,986
Juniper Networks, Inc.*		261,105		4,321,288
SBA Communications Corp., Class A*		192,455		15,202,020
Transportation—0.9%
Expeditors International of Washington, Inc.		129,310		4,646,108
Total common stocks (cost $390,246,751)				506,903,317
Total investment portfolio (cost $390,246,751) ‡98.9%				506,903,317
Other assets in excess of liabilities 1.1%				5,644,384
Net assets 100.0%				$512,547,701

* Non-income producing security

‡ As of April 30, 2013, aggregate cost for federal income tax purpose was $391,309,398. Net unrealized appreciation(depreciation) on a tax-basis was $115,593,919, including aggregate gross unrealized appreciation and (depreciation) of $125,725,876 and $(10,131,957), respectively. The difference between book-basis and tax-basis unrealized appreciation(depreciation) was primarily attributable to deferral of losses from wash sales.

Sector allocation
Sector	Percent of net assets
Consumer, non-cyclical		23.3%
Consumer, cyclical		20.4%
Technology		13.1%
Industrial		12.7%
Communications		9.6%
Financial		8.7%
Energy		6.1%
Basic materials		5.0%

EAGLE MID CAP STOCK FUND
COMMON STOCKS—96.5%	Shares		Value
Aerospace/defense—1.2%
B/E Aerospace, Inc.*		87,466		$5,487,617
Apparel—1.1%
Hanesbrands, Inc.*		101,990		5,115,818
Auto parts & equipment—0.6%
Dana Holding Corp.		150,805		2,601,386
Banks—3.3%
East West Bancorp, Inc.		192,555		4,684,863
First Republic Bank		61,760		2,345,645
Signature Bank*		61,923		4,434,306
Zions Bancorporation		163,905		4,035,341
Biotechnology—1.7%
Bio-Rad Laboratories, Inc., Class A*		30,601		3,664,470
Illumina, Inc.*		69,429		4,491,362
Chemicals—3.6%
Airgas, Inc.		43,725		4,226,021
Ecolab, Inc.		33,785		2,858,887
Rockwood Holdings, Inc.		103,810		6,736,231
Sigma-Aldrich Corp.		40,080		3,153,895
Commercial services—2.5%
HMS Holdings Corp.*		111,890		2,820,747
Morningstar, Inc.		62,648		4,135,395
Quanta Services, Inc.*		166,130		4,565,252
Computers—3.4%
IHS, Inc., Class A*		31,050		3,025,201
Jack Henry & Associates, Inc.		78,947		3,663,141
MICROS Systems, Inc.*		139,563		5,918,867
Riverbed Technology, Inc.*		220,460		3,276,036

8 The accompanying notes are an integral part of the financial statements.

Investment Portfolios

(UNAUDITED) 04.30.2013

EAGLE MID CAP STOCK FUND (cont’d)
COMMON STOCKS—96.5%	Shares		Value
Distribution/wholesale—1.1%
LKQ Corp.*		209,278		$5,039,414
Diversified financial services—3.0%
Affiliated Managers Group, Inc.*		34,600		5,386,528
IntercontinentalExchange, Inc.*		23,689		3,859,649
Invesco Ltd.		143,875		4,566,592
Electric—1.3%
ITC Holdings Corp.		63,747		5,878,748
Electrical components & equipment—2.1%
AMETEK, Inc.		109,270		4,448,382
Energizer Holdings, Inc.		54,640		5,277,677
Electronics—2.4%
FLIR Systems, Inc.		145,705		3,542,089
Mettler-Toledo International, Inc.*		13,970		2,919,171
Trimble Navigation Ltd.*		167,560		4,815,674
Engineering & construction—1.0%
Jacobs Engineering Group, Inc.*		92,885		4,688,835
Entertainment—0.7%
Dolby Laboratories, Inc., Class A		92,890		3,051,437
Environmental control—2.2%
Clean Harbors, Inc.*		62,565		3,564,328
Stericycle, Inc.*		34,605		3,748,414
Waste Connections, Inc.		82,320		3,124,044
Food—2.3%
Flowers Foods, Inc.		198,944		6,553,215
The Hain Celestial Group Inc.*		61,438		4,008,830
Hand/machine tools—0.8%
Regal-Beloit Corp.		46,925		3,689,244
Healthcare products—6.1%
DENTSPLY International, Inc.		128,495		5,441,763
Hologic, Inc.*		198,330		4,039,982
IDEXX Laboratories, Inc.*		61,240		5,386,671
Masimo Corp.		138,343		2,775,161
ResMed, Inc.		76,600		3,678,332
Techne Corp.		48,124		3,086,673
Varian Medical Systems, Inc.*		62,230		4,053,662
Healthcare services—0.8%
MEDNAX, Inc.*		41,955		3,722,667
Household products/wares—2.3%
Church & Dwight Co., Inc.		82,808		5,290,603
Jarden Corp.*		125,665		5,656,182
Insurance—4.1%
Endurance Specialty Holdings Ltd.		98,355		4,816,444
Everest Re Group Ltd.		32,024		4,322,920
HCC Insurance Holdings, Inc.		130,450		5,557,170
ProAssurance Corp.		92,030		4,508,550
Internet—0.7%
F5 Networks, Inc.*		42,860		3,275,790
Iron/steel—1.1%
Steel Dynamics, Inc.		346,055		5,204,667
Leisure time—0.9%
Polaris Industries, Inc.		47,670		4,108,677

COMMON STOCKS—96.5%	Shares		Value
Lodging—0.9%
Wyndham Worldwide Corp.		72,852		$4,376,948
Machinery-construction & mining—0.8%
Joy Global, Inc.		68,360		3,863,707
Machinery-diversified—4.2%
Flowserve Corp.		36,420		5,758,730
IDEX Corp.		133,567		6,949,491
Roper Industries, Inc.		25,330		3,030,734
Wabtec Corp.		36,425		3,822,440
Miscellaneous manufacturer—1.9%
AptarGroup, Inc.		68,585		3,847,618
Donaldson Co., Inc.		135,365		4,924,579
Oil & gas—3.3%
Energy XXI Bermuda Ltd.		141,026		3,206,931
Noble Corp.		125,194		4,694,775
Oasis Petroleum, Inc.*		62,830		2,150,671
SM Energy Co.		87,420		5,332,620
Oil & gas services—5.0%
Core Laboratories N.V.		30,975		4,484,560
Dril-Quip, Inc.*		51,005		4,269,629
Helix Energy Solutions Group, Inc.*		203,723		4,693,778
Oil States International, Inc.*		41,894		3,743,648
Superior Energy Services, Inc.*		223,885		6,176,987
Pharmaceuticals—3.1%
Catamaran Corp.*		86,230		4,978,058
Endo Health Solutions, Inc.*		142,651		5,226,732
Shire PLC, Sponsored ADR		46,345		4,339,746
Real estate investment trusts (REITs)—1.3%
Alexandria Real Estate Equities, Inc.		43,725		3,181,868
Home Properties, Inc.		47,365		3,053,148
Retail—10.6%
Ascena Retail Group, Inc.*		262,267		4,851,939
Copart, Inc.*		124,540		4,390,035
Dick’s Sporting Goods, Inc.		107,460		5,168,826
Dollar Tree, Inc.*		120,925		5,751,193
Dunkin’ Brands Group, Inc.		142,055		5,513,155
MSC Industrial Direct Co., Inc., Class A		58,285		4,592,858
Panera Bread Co., Class A*		18,955		3,359,395
PVH Corp.		54,505		6,290,422
Tractor Supply Co.		54,640		5,855,769
Ulta Salon Cosmetics & Fragrance, Inc.*		44,366		3,888,680
Semiconductors—2.5%
Altera Corp.		87,425		2,798,475
Microchip Technology, Inc.		111,105		4,046,444
Semtech Corp.*		151,988		4,874,255
Software—5.7%
ANSYS, Inc.*		52,820		4,271,025
Informatica Corp.*		129,320		4,258,508
Nuance Communications, Inc.*		226,665		4,315,702
Open Text Corp.*		93,845		6,136,524
Qlik Technologies, Inc.*		200,305		5,209,933
SolarWinds, Inc.*		46,765		2,378,000
Telecommunications—4.3%
NeuStar, Inc., Class A*		138,975		6,096,834
NICE Systems Ltd., Sponsored ADR*		173,615		6,158,124

The accompanying notes are an integral part of the financial statements. 9

Investment Portfolios

(UNAUDITED) 04.30.2013

EAGLE MID CAP STOCK FUND (cont’d)
COMMON STOCKS—96.5%	Shares		Value
Telecommunications (cont’d)
Plantronics, Inc.		90,255		$3,954,974
tw telecom inc.*		133,940		3,627,095
Transportation—2.6%
Expeditors International of Washington, Inc.		112,406		4,038,748
Genesee & Wyoming, Inc., Class A*		56,460		4,810,392
J.B. Hunt Transport Services, Inc.		43,632		3,100,926
Total common stocks (cost $395,496,462)				450,174,295
Total investment portfolio (cost $395,496,462) ‡96.5%				450,174,295
Other assets in excess of liabilities 3.5%				16,189,184
Net assets 100.0%				$466,363,479
* Non-income producing security ‡ As of April 30, 2013, aggregate cost for federal income tax purpose was $397,473,111. Net unrealized appreciation(depreciation) on a tax-basis was $52,701,184, including aggregate gross unrealized appreciation and (depreciation) of $62,490,619 and $(9,789,435), respectively. The difference between book-basis and tax-basis unrealized appreciation(depreciation) was primarily attributable to deferral of losses from wash sales.
ADR—American depository receipt

Sector allocation
Sector	Percent of net assets
Industrial		19.2%
Consumer, non-cyclical		18.8%
Consumer, cyclical		15.9%
Financial		11.7%
Technology		11.6%
Energy		8.3%
Communications		5.0%
Basic materials		4.7%
Utilities		1.3%

EAGLE SMALL CAP GROWTH FUND
COMMON STOCKS—98.6%	Shares		Value
Aerospace/defense—1.5%
Triumph Group, Inc.		624,669		$49,911,053
Airlines—1.4%
JetBlue Airways Corp.*		3,518,043		24,239,316
US Airways Group, Inc.*		1,359,640		22,977,916
Apparel—1.3%
Steven Madden Ltd.*		922,200		44,846,586
Auto parts & equipment—1.1%
WABCO Holdings, Inc.*		517,358		37,368,768
Banks—0.5%
UMB Financial Corp.		349,443		17,590,961

COMMON STOCKS—98.6%	Shares		Value
Biotechnology—6.0%
Acorda Therapeutics, Inc.*		991,971		$39,252,292
ARIAD Pharmaceuticals, Inc.*		1,960,316		35,030,847
Cubist Pharmaceuticals, Inc.*		734,430		33,725,026
Seattle Genetics, Inc.*		790,258		29,200,033
United Therapeutics Corp.*		952,546		63,611,022
Building materials—3.1%
Louisiana-Pacific Corp.*		2,368,007		42,908,287
Texas Industries, Inc.*		513,141		32,676,819
USG Corp.*		1,112,145		28,904,648
Chemicals—3.6%
Chemtura Corp.*		1,216,788		25,868,913
Huntsman Corp.		2,964,193		55,904,680
Kraton Performance Polymers, Inc.*		763,809		17,346,102
Quaker Chemical Corp.		342,784		21,156,629
Commercial services—5.4%
EVERTEC, Inc.*		720,075		14,437,504
HMS Holdings Corp.*		847,895		21,375,433
LifeLock, Inc.*		1,935,204		17,416,836
Monster Worldwide, Inc.*		5,757,651		25,218,511
Parexel International Corp.*		1,053,252		43,130,670
Sotheby’s		758,155		26,899,339
Team Health Holdings, Inc.*		880,421		32,822,095
Computers—3.1%
Fortinet, Inc.*		2,241,071		40,249,635
Fusion-io, Inc.*		1,857,343		34,880,902
Riverbed Technology, Inc.*		1,890,861		28,098,194
Distribution/wholesale—0.8%
MWI Veterinary Supply, Inc.*		216,760		25,514,820
Diversified financial services—1.6%
Artisan Partners Asset Management, Inc.*		875,275		32,647,758
Stifel Financial Corp.*		662,501		21,345,782
Electronics—1.3%
Coherent, Inc.		755,045		42,229,667
Entertainment—4.2%
Bally Technologies, Inc.*		1,009,640		53,793,619
Pinnacle Entertainment, Inc.*		1,055,308		20,114,170
SeaWorld Entertainment, Inc.*		1,019,000		34,238,400
SHFL entertainment, Inc.*		2,140,762		33,824,040
Environmental control—1.8%
Waste Connections, Inc.		1,547,435		58,725,158
Food—2.6%
Pinnacle Foods, Inc.*		556,304		13,278,976
The Fresh Market, Inc.*		1,220,446		49,952,855
United Natural Foods, Inc.*		444,001		22,173,410
Hand/machine tools—1.3%
Regal-Beloit Corp.		535,503		42,101,246
Healthcare products—4.8%
Align Technology, Inc.*		1,192,599		39,498,879
Cyberonics, Inc.*		449,629		19,522,891
Sirona Dental Systems, Inc.*		963,730		70,872,704
Thoratec Corp.*		841,121		30,448,580
Healthcare services—0.8%
WellCare Health Plans, Inc.*		454,285		26,489,358

10 The accompanying notes are an integral part of the financial statements.

Investment Portfolios

(UNAUDITED) 04.30.2013

EAGLE SMALL CAP GROWTH FUND (cont’d)
COMMON STOCKS—98.6%	Shares		Value
Home builders—1.6%
The Ryland Group, Inc.		1,224,851		$55,191,786
Home furnishings—0.5%
Universal Electronics, Inc.*		683,766		15,712,943
Household products/wares—0.6%
Tumi Holdings, Inc.*		917,186		21,122,794
Insurance—1.4%
Enstar Group Ltd.*		161,123		20,477,122
ProAssurance Corp.		542,564		26,580,210
Internet—3.8%
BroadSoft, Inc.*		785,789		20,084,767
Liquidity Services, Inc.*		551,988		18,160,405
Sourcefire, Inc.*		377,330		18,021,281
TIBCO Software, Inc.*		957,889		18,592,625
Web.com Group, Inc.*		1,157,512		20,140,709
Zillow, Inc., Class A*		551,866		32,466,277
Machinery-construction & mining—1.2%
Terex Corp.*		1,346,545		38,511,187
Machinery-diversified—1.7%
Chart Industries, Inc.*		296,442		25,141,246
Cognex Corp.		757,885		30,088,035
Metal fabricate/hardware—0.9%
RTI International Metals, Inc.*		1,076,794		31,248,562
Miscellaneous manufacturer—3.0%
Colfax Corp.*		1,351,249		63,062,791
Hexcel Corp.*		1,176,481		35,882,670
Oil & gas—3.7%
Atwood Oceanics, Inc.*		374,880		18,387,864
Gulfport Energy Corp.*		1,106,500		57,748,235
Oasis Petroleum, Inc.*		969,876		33,198,855
Pacific Drilling S.A.*		1,352,973		13,502,671
Oil & gas services—2.2%
Geospace Technologies Corp.*		607,748		51,275,699
Thermon Group Holdings, Inc.*		1,184,812		23,222,315
Pharmaceuticals—2.9%
BioMarin Pharmaceutical, Inc.*		343,079		22,505,982
Salix Pharmaceuticals Ltd.*		766,020		40,055,186
ViroPharma, Inc.*		1,289,112		35,128,302
Real estate investment trusts (REITs)—4.8%
Glimcher Realty Trust		2,829,077		35,476,626
Silver Bay Realty Trust Corp.		1		19
Tanger Factory Outlet Centers		888,808		32,992,553
The Geo Group, Inc.		1,575,930		59,018,579
Two Harbors Investment Corp.		2,824,027		33,831,843
Retail—8.8%
BJ’s Restaurants, Inc.*		685,507		23,512,890
Buffalo Wild Wings, Inc.*		371,474		33,432,660
Cash America International, Inc.		626,282		27,324,684
Chico’s FAS, Inc.		798,286		14,584,685
Del Frisco’s Restaurant Group, Inc.*		880,565		14,890,354
Domino’s Pizza, Inc.		417,378		23,039,265
Genesco, Inc.*		1,196,605		73,651,038
The Pantry, Inc.*		1,210,744		17,688,970
Vitamin Shoppe, Inc.*		1,342,721		65,994,737

COMMON STOCKS—98.6%	Shares		Value
Semiconductors—3.0%
Cavium, Inc.*		924,725		$29,082,601
Teradyne, Inc.*		1,860,585		30,588,018
Veeco Instruments, Inc.*		1,042,703		39,695,703
Software—8.9%
ANSYS, Inc.*		325,038		26,282,573
Concur Technologies, Inc.*		416,473		30,448,341
Cornerstone OnDemand, Inc.*		600,707		21,793,650
MedAssets, Inc.*		2,444,343		45,782,544
Medidata Solutions, Inc.*		1,265,285		83,964,312
PTC, Inc.*		1,417,183		34,026,564
Qlik Technologies, Inc.*		1,443,969		37,557,634
The Ultimate Software Group, Inc.*		182,305		17,608,840
Telecommunications—2.0%
EZchip Semiconductor Ltd.*		900,399		20,538,101
IPG Photonics Corp.		527,997		33,622,849
NICE Systems Ltd., Sponsored ADR*		400,605		14,209,460
Transportation—1.4%
Atlas Air Worldwide Holdings, Inc.*		442,844		16,562,366
Landstar System, Inc.		532,237		29,092,074
Total common stocks (cost $2,604,022,018)				3,295,626,382
Total investment portfolio (cost $2,604,022,018) ‡98.6%				3,295,626,382
Other assets in excess of liabilities 1.4%				45,498,222
Net assets 100.0%				$3,341,124,604
* Non-income producing security ‡ As of April 30, 2013, aggregate cost for federal income tax purpose was $2,628,882,243. Net unrealized appreciation(depreciation) on a tax-basis was $666,744,139, including aggregate gross unrealized appreciation and (depreciation) of $763,479,055 and $(96,734,916), respectively. The difference between book-basis and tax-basis unrealized appreciation(depreciation) was primarily attributable to deferral of losses from wash sales.
ADR—American depository receipt

Sector allocation
Sector	Percent of net assets
Consumer, non-cyclical		23.1%
Consumer, cyclical		19.7%
Industrial		17.2%
Technology		15.0%
Financial		8.3%
Energy		5.9%
Communications		5.8%
Basic materials		3.6%

The accompanying notes are an integral part of the financial statements. 11

Investment Portfolios

(UNAUDITED) 04.30.2013

EAGLE SMALL CAP STOCK FUND
COMMON STOCKS—92.6%	Shares		Value
Aerospace/defense—2.2%
Esterline Technologies Corp.*		976		$73,239
HEICO Corp.		2,047		90,089
Apparel—4.2%
Iconix Brand Group, Inc.*		3,063		87,755
Steven Madden Ltd.*		2,260		109,904
Wolverine World Wide, Inc.		2,347		112,116
Auto parts & equipment—1.2%
Dana Holding Corp.		5,205		89,786
Banks—4.2%
City National Corp.		842		48,188
East West Bancorp, Inc.		3,208		78,051
First Midwest Bancorp, Inc.		5,171		64,896
Prosperity Bancshares, Inc.		1,374		63,121
SVB Financial Group*		840		59,732
Biotechnology—0.8%
Bio-Rad Laboratories, Inc., Class A*		523		62,629
Chemicals—3.8%
Balchem Corp.		1,865		80,829
NewMarket Corp.		155		41,649
Rockwood Holdings, Inc.		1,062		68,913
Sensient Technologies Corp.		2,261		88,970
Commercial services—4.6%
Healthcare Services Group, Inc.		2,575		57,397
HMS Holdings Corp.*		1,748		44,067
Monro Muffler Brake, Inc.		1,906		78,832
Morningstar, Inc.		1,102		72,743
Ritchie Bros Auctioneers, Inc.		4,465		90,059
Computers—3.9%
j2 Global, Inc.		2,931		119,292
Jack Henry & Associates, Inc.		1,447		67,141
MICROS Systems, Inc.*		1,374		58,271
Vocera Communications, Inc.*		2,413		47,777
Diversified financial services—3.2%
Evercore Partners, Inc., Class A		3,053		115,251
Portfolio Recovery Associates, Inc.*		536		65,794
Stifel Financial Corp.*		1,786		57,545
Electric—1.1%
ALLETE, Inc.		1,510		77,539
Electronics—1.4%
II-VI, Inc.*		3,440		53,217
Rofin-Sinar Technologies, Inc.*		2,115		52,663
Engineering & construction—0.4%
Mistras Group, Inc.*		1,652		31,305
Entertainment—0.8%
Penn National Gaming, Inc.*		956		55,974
Food—3.7%
Flowers Foods, Inc.		3,738		123,130
The Hain Celestial Group Inc.*		1,427		93,112
TreeHouse Foods, Inc.*		879		56,001
Hand/machine tools—0.9%
Regal-Beloit Corp.		811		63,761

COMMON STOCKS—92.6%	Shares		Value
Healthcare products—8.5%
Align Technology, Inc.*		1,788		$59,219
Cyberonics, Inc.*		1,541		66,910
Haemonetics Corp.*		2,051		78,963
Integra LifeSciences Holdings Corp.*		2,336		81,830
Luminex Corp.*		2,723		45,283
Masimo Corp.		2,117		42,467
Sirona Dental Systems, Inc.*		980		72,069
Techne Corp.		869		55,738
Volcano Corp.*		3,444		69,879
West Pharmaceutical Services, Inc.		917		58,560
Healthcare services—0.7%
ICON PLC*		1,680		53,962
Housewares—0.7%
The Toro Co.		1,182		53,202
Insurance—3.3%
Endurance Specialty Holdings Ltd.		2,115		103,572
HCC Insurance Holdings, Inc.		1,217		51,844
ProAssurance Corp.		1,785		87,447
Internet—1.2%
Constant Contact, Inc.*		2,939		42,939
Sourcefire, Inc.*		952		45,467
Iron/steel—1.0%
Steel Dynamics, Inc.		4,823		72,538
Machinery-diversified—2.8%
Cognex Corp.		1,215		48,236
IDEX Corp.		762		39,647
The Middleby Corp.*		799		119,514
Metal fabricate/hardware—1.0%
RBC Bearings, Inc.*		1,479		71,140
Miscellaneous manufacturer—3.0%
Actuant Corp., Class A		2,708		84,760
AptarGroup, Inc.		1,038		58,232
CLARCOR, Inc.		1,606		83,030
Oil & gas—1.7%
Carrizo Oil & Gas, Inc.*		2,850		69,027
Energy XXI Bermuda Ltd.		2,411		54,826
Oil & gas services—3.7%
Dril-Quip, Inc.*		840		70,316
Helix Energy Solutions Group, Inc.*		2,991		68,913
Key Energy Services, Inc.*		8,379		49,771
Lufkin Industries, Inc.		441		38,936
Superior Energy Services, Inc.*		1,766		48,724
Pharmaceuticals—1.0%
Akorn, Inc.*		5,141		77,372
Real estate investment trusts (REITs)—2.6%
BioMed Realty Trust, Inc.		2,602		58,571
Corporate Office Properties Trust		2,347		68,039
Home Properties, Inc.		978		63,042
Retail—8.9%
Ascena Retail Group, Inc.*		4,403		81,455
Buffalo Wild Wings, Inc.*		810		72,900
Casey’s General Stores, Inc.		1,374		79,568

12 The accompanying notes are an integral part of the financial statements.

Investment Portfolios

(UNAUDITED) 04.30.2013

EAGLE SMALL CAP STOCK FUND (cont’d)
COMMON STOCKS—92.6%	Shares		Value
Retail (cont’d)
Copart, Inc.*		1,241		$43,745
Express, Inc.*		4,532		82,528
MSC Industrial Direct Co., Inc., Class A		476		37,509
Texas Roadhouse, Inc.		4,191		98,489
The Men’s Wearhouse, Inc.		2,492		83,482
Vitamin Shoppe, Inc.*		1,717		84,391
Semiconductors—3.5%
Hittite Microwave Corp.*		1,103		61,890
Power Integrations, Inc.		2,232		92,427
Semtech Corp.*		3,388		108,653
Software—4.9%
CommVault Systems, Inc.*		701		51,551
Open Text Corp.*		1,895		123,914
Progress Software Corp.*		3,761		84,886
Qlik Technologies, Inc.*		3,865		100,529
Telecommunications—4.4%
NeuStar, Inc., Class A*		2,232		97,918
NICE Systems Ltd., Sponsored ADR*		3,731		132,338
Plantronics, Inc.		2,261		99,077
Transportation—3.3%
Genesee & Wyoming, Inc., Class A*		443		37,744
Heartland Express, Inc.		2,394		32,486
Hub Group, Inc., Class A*		2,386		87,447
Landstar System, Inc.		1,627		88,932
Total common stocks (cost $6,677,176)				6,878,582
Total investment portfolio (cost $6,677,176) ‡92.6%				6,878,582
Other assets in excess of liabilities 7.4%				549,048
Net assets 100.0%				$7,427,630
* Non-income producing security ‡ As of April 30, 2013, aggregate cost for federal income tax purpose was $6,678,469. Net unrealized appreciation(depreciation) on a tax-basis was $200,113, including aggregate gross unrealized appreciation and (depreciation) of $359,203 and $(159,090), respectively. The difference between book-basis and tax-basis unrealized appreciation(depreciation) was primarily attributable to deferral of losses from wash sales.
ADR—American depository receipt

Sector allocation
Sector	Percent of net assets
Consumer, non-cyclical		19.3%
Consumer, cyclical		15.8%
Industrial		15.0%
Financial		13.3%
Technology		12.3%
Communications		5.6%
Energy		5.4%
Basic materials		4.8%
Utilities		1.1%

EAGLE SMALLER COMPANY FUND
COMMON STOCKS—94.7%	Shares		Value
Aerospace/defense—2.2%
HEICO Corp., Class A		31,899		$1,078,824
Orbital Sciences Corp.*		54,292		978,342
Apparel—0.9%
Carter’s, Inc.*		12,868		841,438
Banks—7.9%
BankUnited, Inc.		50,850		1,289,048
Cardinal Financial Corp.		38,155		581,864
First Financial Bancorp		22,595		347,285
Fulton Financial Corp.		43,985		486,474
OFG Bancorp		86,818		1,395,165
PrivateBancorp, Inc.		70,290		1,348,162
Signature Bank*		5,511		394,643
Sterling Financial Corp.		53,378		1,163,640
Texas Capital Bancshares, Inc.*		6,436		268,124
Biotechnology—2.6%
Charles River Laboratories International, Inc*		16,920		735,851
Cubist Pharmaceuticals, Inc.*		36,447		1,673,646
Chemicals—2.8%
Albemarle Corp.		21,340		1,307,075
Kraton Performance Polymers, Inc.*		28,100		638,151
Tronox Ltd., Class A		32,355		664,572
Coal—0.5%
Alpha Natural Resources, Inc.*		36,017		267,246
Arch Coal, Inc.		36,020		174,697
Commercial services—9.1%
Chemed Corp.		19,618		1,601,221
Cross Country Healthcare, Inc.*		42,682		213,410
Euronet Worldwide, Inc.*		44,639		1,362,829
FTI Consulting, Inc.*		25,555		846,382
Gartner, Inc.*		10,145		586,888
Matthews International Corp., Class A		36,432		1,341,062
On Assignment, Inc.*		56,990		1,383,147
Parexel International Corp.*		24,999		1,023,709
Computers—3.0%
Electronics for Imaging, Inc.*		49,490		1,322,373
NCR Corp.*		54,325		1,481,442
Distribution/wholesale—1.0%
Ingram Micro, Inc., Class A*		49,100		874,471
Diversified financial services—5.4%
AerCap Holdings N.V.*		42,928		681,267
Cohen & Steers, Inc.		30,040		1,186,880
Investment Technology Group, Inc.*		49,387		537,825
MarketAxess Holdings, Inc.		15,677		663,451
Nationstar Mortgage Holdings, Inc.*		22,452		825,560
The NASDAQ OMX Group, Inc.		37,915		1,117,734
Electric—1.9%
ALLETE, Inc.		34,580		1,775,683
Electrical components & equipment—1.2%
Belden, Inc.		21,840		1,079,333
Electronics—2.1%
FLIR Systems, Inc.		36,850		895,824
Itron, Inc.*		11,465		454,587
Rogers Corp.*		14,474		617,171

The accompanying notes are an integral part of the financial statements. 13

Investment Portfolios

(UNAUDITED) 04.30.2013

EAGLE SMALLER COMPANY FUND (cont’d)
COMMON STOCKS—94.7%	Shares		Value
Engineering & construction—3.0%
Dycom Industries, Inc.*		71,138		$1,374,386
URS Corp.		31,759		1,394,855
Food—0.7%
Hillshire Brands Co.		18,229		654,603
Gas—1.8%
AGL Resources, Inc.		37,835		1,659,065
Healthcare products—1.1%
Merit Medical Systems, Inc.*		105,222		1,017,497
Healthcare services—2.9%
AmSurg Corp.*		47,925		1,608,363
MEDNAX, Inc.*		11,705		1,038,585
Household products/wares—2.0%
Jarden Corp.*		26,450		1,190,514
Prestige Brands Holdings, Inc.*		22,489		606,079
Insurance—5.0%
Allied World Assurance Co. Holdings AG		9,250		839,993
American Equity Investment Life Holding Co.		100,047		1,524,716
Assured Guaranty Ltd.		26,894		554,823
Platinum Underwriters Holdings Ltd.		11,655		661,421
Tower Group International Ltd.		55,746		1,054,715
Internet—3.8%
1-800-Flowers.com, Inc., Class A*		139,650		828,125
Dealertrack Technologies, Inc.*		34,078		949,072
Equinix, Inc.*		5,341		1,143,508
Liquidity Services, Inc.*		18,109		595,786
Machinery-diversified—2.7%
AGCO Corp.		14,505		772,391
Altra Holdings, Inc.		17,449		465,016
IDEX Corp.		24,220		1,260,167
Media—0.7%
John Wiley & Sons, Inc., Class A		17,123		653,585
Metal fabricate/hardware—0.3%
Kaydon Corp.		13,305		317,191
Mining—0.9%
AuRico Gold, Inc.		104,273		539,092
IAMGOLD Corp.		60,495		324,858
Miscellaneous manufacturer—3.6%
AptarGroup, Inc.		16,255		911,905
Barnes Group, Inc.		45,644		1,267,534
Harsco Corp.		50,805		1,109,073
Oil & gas—2.8%
Comstock Resources, Inc.*		33,810		529,465
Range Resources Corp.		12,400		911,648
Rosetta Resources, Inc.*		26,410		1,133,253
Oil & gas services—3.7%
Dresser-Rand Group, Inc.*		29,846		1,659,736
Oceaneering International, Inc.		25,512		1,790,177
Packaging & containers—0.5%
Silgan Holdings, Inc.		10,191		487,843
Pharmaceuticals—1.1%
Herbalife Ltd.		25,637		1,018,045

COMMON STOCKS—94.7%	Shares		Value
Real estate investment trusts (REITs)—2.6%
BioMed Realty Trust, Inc.		12,216		$274,982
Campus Crest Communities, Inc.		58,385		797,539
Government Properties Income Trust		17,089		445,169
Select Income REIT		29,487		841,264
Retail—2.7%
AFC Enterprises, Inc.*		35,413		1,128,966
Nu Skin Enterprises, Inc., Class A		16,290		826,392
RadioShack Corp.		71,305		226,037
Stage Stores, Inc.		12,078		334,440
Savings & loans—2.4%
Beneficial Mutual Bancorp, Inc.*		72,686		621,465
Berkshire Hills Bancorp, Inc.		31,094		804,091
People’s United Financial, Inc.		61,325		807,037
Semiconductors—1.9%
Emulex Corp.*		98,910		593,460
Intersil Corp., Class A		57,055		442,747
Rovi Corp.*		30,756		719,383
Software—4.6%
ACI Worldwide, Inc.*		13,424		631,062
Aspen Technology, Inc.*		64,532		1,966,935
Avid Technology, Inc.*		20,667		136,196
Bottomline Technologies de, Inc.*		44,036		1,153,743
Digital River, Inc.*		21,890		316,967
Telecommunications—2.4%
Cbeyond, Inc.*		44,618		391,746
DigitalGlobe, Inc.*		17,646		515,087
NeuStar, Inc., Class A*		27,585		1,210,154
Neutral Tandem, Inc.		25,535		76,094
Transportation—0.9%
Genesee & Wyoming, Inc., Class A*		9,430		803,436
Total common stocks (cost $55,969,775)				87,417,973
HOLDING COMPANIES—1.3%
Holding companies-diversified—1.3%
National Bank Holdings Corp., Class A		68,696		1,240,650
Total Holding companies (cost $1,297,959)				1,240,650
INVESTMENT COMPANIES—0.6%
Solar Capital Ltd.		21,936		$524,929
Total investment companies (cost $513,079)				524,929
Total investment portfolio (cost $57,780,813) ‡96.6%				89,183,552
Other assets in excess of liabilities 3.4%				3,109,410
Net assets 100.0%				$92,292,962
* Non-income producing security ‡ As of April 30, 2013, aggregate cost for federal income tax purpose was $57,894,967. Net unrealized appreciation(depreciation) on a tax-basis was $31,288,585, including aggregate gross unrealized appreciation and (depreciation) of $35,169,410 and $(3,880,825), respectively. The difference between book-basis and tax-basis unrealized appreciation(depreciation) was primarily attributable to deferral of losses from wash sales.

14 The accompanying notes are an integral part of the financial statements.

Investment Portfolios

(UNAUDITED) 04.30.2013

EAGLE SMALLER COMPANY FUND (cont’d)
Sector allocation
Sector	Percent of net assets
Financial		23.9%
Consumer, non-cyclical		19.5%
Industrial		16.5%
Technology		9.5%
Energy		7.0%
Communications		6.9%
Consumer, cyclical		4.6%
Basic materials		3.7%
Utilities		3.7%
Diversified		1.3%

The accompanying notes are an integral part of the financial statements. 15

Statements of Assets and Liabilities

(UNAUDITED) 04.30.2013

	Eagle Capital Appreciation Fund			Eagle Growth & Income Fund		Eagle International Stock Fund			Eagle Investment Grade Bond Fund
Assets
Investments, at value (a)		$320,928,265			$404,868,481		$3,446,474			$112,043,576
Cash		—			6,868,629		96,301			3,401,664
Foreign currency (identified cost $78)		—			—		120			—
Receivable for investments sold		7,292,711			9,535,234		4,383			4,614,687
Receivable for fund shares sold		358,966			2,203,784		8,692			331,730
Receivable for dividends and interest		308,928			466,507		13,599			414,979
Receivable for recoverable foreign withholding taxes		—			98,469		1,292			—
Receivable due from advisor		—			—		33,149			—
Deferred offering costs		—			—		67,067			—
Prepaid expenses		22,444			26,001		—			27,090
Total assets		328,911,314			424,067,105		3,671,077			120,833,726
Liabilities
Payable for investments purchased		4,027,703			10,194,820		82,698			1,052,930
Payable for fund shares redeemed		2,510,562			563,648		431			332,837
Payable to the custodian		296,683			2,850		11,175			1,938
Accrued investment advisory fees		157,725			160,022		—			10,412
Accrued administrative fees		37,406			47,046		—			14,531
Accrued distribution fees		98,068			158,649		1,787			58,043
Accrued transfer agent and shareholder servicing fees		33,145			26,149		18			4,643
Accrued internal audit fees		1,012			1,012		—			1,012
Accrued trustees and officers compensation		8,413			9,928		4,777			9,928
Other accrued expenses		54,007			41,361		24,380			43,063
Total liabilities		7,224,724			11,205,485		125,266			1,529,337
Net assets		321,686,590			412,861,620		3,545,811			119,304,389
Net assets consists of
Paid-in capital		187,851,421			342,763,851		3,405,258			116,194,735
Undistributed net investment income (loss)		(240,889	)		59,255		19,706			(58,942	)
Accumulated net realized gain (loss)		1,793,347			6,418,798		(3,037	)		1,535,733
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		132,282,711			63,619,716		123,884			1,632,863
Net assets		321,686,590			412,861,620		3,545,811			119,304,389
Net assets, at market value
Class A		202,271,367			207,241,343		1,485,194			57,568,170
Class C		68,865,550			145,832,923		2,050,088			55,920,871
Class I		16,109,998			55,740,580		2,633			5,782,664
Class R-3		663,350			3,729,488		2,630			29,825
Class R-5		33,776,325			313,849		2,633			2,859
Class R-6		N/A			3,437		2,633			N/A
Net asset value (“NAV”), offering and redemption price per share (b)
Class A		$35.23			$15.61		$15.04			$15.19
Maximum offering price (c)		36.99			16.39		15.79			15.78
Class C		30.31			15.07		15.02			15.17
Class I		36.06			15.59		15.05			15.22
Class R-3		34.80			15.55		15.03			15.19
Class R-5		35.97			15.57		15.05			15.19
Class R-6		N/A			15.60		15.05			N/A
Shares of beneficial interest outstanding
Class A		5,740,934			13,276,586		98,724			3,788,864
Class C		2,272,154			9,673,894		136,494			3,685,427
Class I		446,703			3,575,261		175			379,952
Class R-3		19,063			239,807		175			1,963
Class R-5		938,903			20,158		175			188
Class R-6		N/A			220		175			N/A
(a) Identified cost		$188,645,554			$341,246,076		$3,322,404			$110,410,713

(b) NAV amounts may not recalculate due to rounding of net assets and/or shares outstanding.

(c) For all funds except the Eagle Investment Grade Bond Fund, the maximum offering price is computed as 100/95.25 of NAV. The maximum offering price for the Eagle Investment Grade Bond Fund is computed as 100/96.25 of NAV.

16 The accompanying notes are an integral part of the financial statements.

Statements of Assets and Liabilities

(UNAUDITED) 04.30.2013

Eagle Mid Cap Growth Fund			Eagle Mid Cap Stock Fund			Eagle Small Cap Growth Fund			Eagle Small Cap Stock Fund			Eagle Smaller Company Fund
	$506,903,317			$450,174,295			$3,295,626,382			$6,878,582			$89,183,552
	11,595,548			17,948,514			59,377,823			358,532			3,082,774
	—			—			—			—			—
	—			225,806			5,498,363			—			1,488,434
	1,165,238			403,703			7,876,486			207,573			165,749
	91,280			66,237			199,982			1,483			54,043
	4,880			—			—			—			—
	—			—			—			51,387			—
	—			—			—			90,241			—
	14,194			19,400			78,884			1,610			4,437
	519,774,457			468,837,955			3,368,657,920			7,589,408			93,978,989
	5,500,684			—			21,102,329			59,139			1,326,766
	1,183,739			1,852,979			3,945,122			—			254,854
	3,564			26,145			17,610			19,200			3,660
	244,195			173,555			1,382,519			—			27,254
	55,590			53,079			308,681			—			8,478
	133,058			156,276			337,908			2,992			10,556
	49,767			99,804			235,196			26,440			7,299
	1,012			1,012			1,012			—			1,012
	9,928			9,928			9,928			10,482			9,928
	45,219			101,698			193,011			43,525			36,220
	7,226,756			2,474,476			27,533,316			161,778			1,686,027
	512,547,701			466,363,479			3,341,124,604			7,427,630			92,292,962
	371,367,596			402,722,045			2,625,636,112			7,220,123			58,429,287
	(1,965,757	)		(1,356,418	)		(6,969,974	)		(14,461	)		(65,435	)
	26,489,296			10,320,019			30,854,102			20,562			2,526,371
	116,656,566			54,677,833			691,604,364			201,406			31,402,739
	512,547,701			466,363,479			3,341,124,604			7,427,630			92,292,962
	267,576,504			210,131,797			855,717,395			3,700,556			16,079,086
	94,507,406			133,228,611			156,501,741			3,209,367			8,943,433
	103,111,319			113,707,889			1,580,416,974			509,371			67,050,800
	10,931,644			7,863,076			111,488,452			2,774			211,980
	34,838,686			1,110,503			287,044,451			2,781			3,865
	1,582,142			321,603			349,955,591			2,781			3,798
	$35.78			$26.89			$47.21			$15.88			$19.92
	37.56			28.23			49.56			16.67			20.91
	30.84			22.60			39.34			15.83			19.14
	36.83			27.66			48.30			15.91			20.28
	35.35			26.44			46.62			15.86			19.73
	36.80			27.66			48.42			15.89			20.24
	36.86			27.73			48.48			15.90			20.27
	7,478,806			7,814,355			18,126,661			233,057			807,253
	3,064,513			5,896,322			3,978,488			202,707			467,383
	2,799,398			4,110,971			32,721,558			32,012			3,306,317
	309,272			297,416			2,391,380			175			10,743
	946,666			40,148			5,927,997			175			191
	42,926			11,597			7,218,460			175			187
	$390,246,751			$395,496,462			$2,604,022,018			$6,677,176			$57,780,813

The accompanying notes are an integral part of the financial statements. 17

Statements of Operations

(UNAUDITED) 11.01.2012 to 04.30.2013

	Eagle Capital Appreciation Fund			Eagle Growth & Income Fund			Eagle International Stock Fund(†)			Eagle Investment Grade Bond Fund
Investment Income
Dividends (a)		$3,110,235			$6,425,475			$27,428			$—
Interest		—			—			—			1,112,208
Total Income		3,110,235			6,425,475			27,428			1,112,208
Expenses
Investment advisory fees		937,544			893,492			3,516			191,510
Administrative fees
Class A		148,450			139,605			280			46,468
Class C		50,103			96,268			338			44,782
Class I		7,460			22,967			—	(b)		2,988
Class R-3		491			2,544			1			22
Class R-5		16,101			110			—	(b)		1
Class R-6		N/A			2			—	(b)		N/A
Distribution and service fees
Class A		247,416			232,675			467			77,447
Class C		334,022			641,786			2,253			298,544
Class R-3		1,635			8,481			2			73
Transfer agent and shareholder servicing fees
Class A		128,556			88,587			13			16,088
Class C		34,863			64,180			19			21,166
Class I		7,089			26,565			1			2,424
Class R-3		782			2,626			1			32
Class R-5		19,943			28			1			—	(b)
Class R-6		N/A			2			1			N/A
Custodian fees		7,228			9,023			11,175			4,338
Professional fees		50,002			46,134			16,144			42,841
State qualification expenses		49,211			56,309			10,378			47,169
Offering costs		—			—			21,062			—
Trustees and officers compensation		21,567			25,019			5,562			25,019
Internal audit fees		4,924			4,924			—			4,924
Other		54,267			52,988			6,975			25,271
Total expenses before adjustments		2,121,654			2,414,315			78,189			851,107
Fees and expenses waived		—			—			(70,467	)		(75,065	)
Recovered fees previously waived by Manager		—			1			—			—
Expense offsets		(1,735	)		(3,232	)		—			(2,116	)
Total expenses after adjustments		2,119,919			2,411,084			7,722			773,926
Net investment income (loss)		990,316			4,014,391			19,706			338,282
Realized and unrealized gain (loss) on investments
Net realized gain on investments (b)		16,771,610			10,197,022			646			1,549,997
Net realized loss on foreign currency transactions		—			—			(3,683	)		—
Net change in unrealized appreciation (depreciation) on investments and translation of assets and liabilities denominated in foreign currencies		23,783,304	��		40,817,018			123,884			(1,282,991	)
Net gain on investments		40,554,914			51,014,040			120,847			267,006
Net increase in net assets resulting from operations		41,545,230			55,028,431			140,553			605,288
(a) Net of foreign withholding taxes		$—			$54,242			$2,405			$—
(b) Amount is rounded to zero

(†) For the period February 28, 2013 (commencement of operations) to April 30, 2013.

(††)For the period December 31, 2012 (commencement of operations) to April 30, 2013.

18 The accompanying notes are an integral part of the financial statements.

Statements of Operations

(UNAUDITED) 11.01.2012 to 04.30.2013

Eagle Mid Cap Growth Fund			Eagle Mid Cap Stock Fund			Eagle Small Cap Growth Fund			Eagle Small Cap Stock Fund(††)			Eagle Smaller Company Fund
	$3,500,150			$3,395,695			$17,410,938			$8,509			$645,836
	—			—			—			—			—
	3,500,150			3,395,695			17,410,938			8,509			645,836
	1,404,013			1,489,134			7,870,235			7,427			255,663
	185,401			174,826			572,873			727			10,892
	65,749			102,789			105,954			948			6,043
	45,179			57,634			717,585			118			31,223
	6,716			5,354			73,085			1			141
	16,365			2,188			131,896			1			2
	569			80			148,911			1			2
	309,001			291,377			954,786			1,211			18,154
	438,327			685,262			706,363			6,319			40,284
	22,385			17,846			243,617			4			471
	165,989			180,795			512,591			2,984			7,944
	42,880			90,107			73,643			2,004			4,774
	42,574			197,878			943,721			21,916			55,934
	7,489			6,093			76,669			65			324
	19,747			13,191			148,979			1			3
	70			6			18,886			1			2
	10,130			21,383			48,574			25,607			9,209
	38,851			38,728			38,851			27,121			38,728
	52,552			50,918			115,825			21,577			41,741
	—			—			—			37,754			—
	25,019			25,019			25,019			13,011			25,019
	4,924			4,924			4,925			—			4,924
	60,012			134,437			521,319			7,370			15,888
	2,963,942			3,589,969			14,054,307			176,168			567,365
	—			(125,737	)		—			(153,188	)		(83,325	)
	—			2			—			—			—
	(4,023	)		(6,397	)		(22,419	)		(10	)		(1,673	)
	2,959,919			3,457,837			14,031,888			22,970			482,367
	540,231			(62,142	)		3,379,050			(14,461	)		163,469
	27,677,606			11,323,886			84,423,580			20,562			2,615,484
	—			—			—			—			—
	47,475,331			60,991,962			326,215,788			201,406			8,294,305
	75,152,937			72,315,848			410,639,368			221,968			10,909,789
	75,693,168			72,253,706			414,018,418			207,507			11,073,258
	$2,649			$3,151			$—			$36			$2,676

The accompanying notes are an integral part of the financial statements. 19

Statements of Changes in Net Assets

	Eagle Capital Appreciation Fund						Eagle Growth & Income Fund						Eagle International Stock Fund
	11/1/12 to 04/30/13 (†)			11/1/11 to 10/31/12			11/1/12 to 04/30/13 (†)			11/1/11 to 10/31/12			02/28/13(a) to 04/30/13 (†)
Net assets, beginning of period		$313,026,224			$402,173,747			$343,477,294			$228,780,172			$—
Increase (decrease) in net assets from operations
Net investment income (loss)		990,316			(153,101	)		4,014,391			5,984,786			19,706
Net realized gain (loss) on investments		16,771,610			45,625,460			10,197,022			6,873,583			646
Net realized loss on foreign currency transactions		—			—			—			(2,372	)		(3,683	)
Net change in unrealized appreciation (depreciation) on investments and translation of assets and liabilities denominated in foreign currencies		23,783,304			(367,546	)		40,817,018			22,325,369			123,884
Net increase in net assets resulting from operations		41,545,230			45,104,813			55,028,431			35,181,366			140,553
Distributions to shareholders from
Net investment income		(1,078,104	)		—			(4,350,414	)		(5,588,649	)		—
Net realized gains		—			—			(6,350,330	)		(12,154,993	)		—
Total distributions to shareholders		(1,078,104	)		—			(10,700,744	)		(17,743,642	)		—
Fund share transactions
Proceeds from shares sold-Class A		10,407,995			21,659,106			26,422,059			51,424,760			1,424,429
Proceeds issued in connection with merger-Class A		N/A			N/A			N/A			7,847,558			N/A
Issued as reinvestment of distributions-Class A		716,365			—			4,924,980			8,837,454			—
Cost of shares redeemed-Class A		(37,347,964	)		(142,289,923	)		(22,138,112	)		(35,927,410	)		(6,385	)
Proceeds from shares sold-Class C		2,631,227			2,881,103			17,492,922			38,067,525			1,985,034
Proceeds issued in connection with merger-Class C		N/A			N/A			N/A			7,436,436			N/A
Issued as reinvestment of distributions-Class C		—			—			2,903,772			4,851,500			—
Cost of shares redeemed-Class C		(7,975,553	)		(12,989,463	)		(10,767,974	)		(15,586,817	)		(7,820	)
Proceeds from shares sold-Class I		2,056,877			3,399,396			14,868,665			30,292,030			2,500
Proceeds issued in connection with merger-Class I		N/A			N/A			N/A			4,853,721			N/A
Issued as reinvestment of distributions-Class I		91,496			—			723,971			804,292			—
Cost of shares redeemed-Class I		(1,974,843	)		(9,288,120	)		(9,782,837	)		(7,822,488	)		—
Proceeds from shares sold-Class R-3		84,497			114,731			617,283			2,413,772			2,500
Issued as reinvestment of distributions-Class R-3		215			—			92,946			74,897			—
Cost of shares redeemed-Class R-3		(212,507	)		(283,650	)		(417,541	)		(456,723	)		—
Proceeds from shares sold-Class R-5		3,088,267			6,934,710			112,225			157,341			2,500
Proceeds issued in connection with merger-Class R-5		N/A			N/A			N/A			20,748			N/A
Issued as reinvestment of distributions-Class R-5		225,574			—			6,410			2,979			—
Cost of shares redeemed-Class R-5		(3,598,406	)		(4,390,226	)		(2,229	)		(32,371	)		—
Proceeds from shares sold-Class R-6		N/A			N/A			—			—			2,500
Issued as reinvestment of distributions-Class R-6		N/A			N/A			99			194			—
Cost of shares redeemed-Class R-6		N/A			N/A			—			—			—
Net increase (decrease) from fund share transactions		(31,806,760	)		(134,252,336	)		25,056,639			97,259,398			3,405,258
Increase (decrease) in net assets		8,660,366			(89,147,523	)		69,384,326			114,697,122			3,545,811
Net assets, end of period (b)		321,686,590			313,026,224			412,861,620			343,477,294			3,545,811
(b) Includes undistributed net investment income (accumulated net investment loss) of		$(240,889	)		$(153,101	)		$59,255			$395,278			$19,706
Shares issued and redeemed
Shares sold-Class A		315,864			717,778			1,816,286			3,838,861			99,167
Shares issued in connection with merger-Class A		N/A			N/A			N/A			601,815			N/A
Issued as reinvestment of distributions-Class A		22,220			—			348,395			695,331			—
Shares redeemed-Class A		(1,151,659	)		(5,029,602	)		(1,528,757	)		(2,680,955	)		(443	)
Shares sold-Class C		91,725			109,997			1,234,083			2,935,224			137,040
Shares issued in connection with merger-Class C		N/A			N/A			N/A			588,982			N/A
Issued as reinvestment of distributions-Class C		—			—			213,017			395,863			—
Shares redeemed-Class C		(280,536	)		(509,989	)		(773,118	)		(1,195,012	)		(546	)
Shares sold-Class I		60,477			110,406			1,012,824			2,266,448			175
Shares issued in connection with merger-Class I		N/A			N/A			N/A			372,654			N/A
Issued as reinvestment of distributions-Class I		2,777			—			51,202			62,333			—
Shares redeemed-Class I		(58,755	)		(318,659	)		(684,475	)		(576,422	)		—
Shares sold-Class R-3		2,527			3,865			42,978			177,013			175
Issued as reinvestment of distributions-Class R-3		7			—			6,602			5,849			—
Shares redeemed-Class R-3		(6,515	)		(9,184	)		(28,232	)		(34,855	)		—
Shares sold-Class R-5		91,783			229,922			7,710			11,969			175
Shares issued in connection with merger-Class R-5		N/A			N/A			N/A			1,595			N/A
Issued as reinvestment of distributions-Class R-5		6,863			—			452			223			—
Shares redeemed-Class R-5		(104,880	)		(143,294	)		(154	)		(2,424	)		—
Shares sold-Class R-6		N/A			N/A			—			—			175
Issued as reinvestment of distributions-Class R-6		N/A			N/A			7			15			—
Shares redeemed-Class R-6		N/A			N/A			—			—			—
Shares issued and redeemed		(1,008,102	)		(4,838,760	)		1,718,820			7,464,507			235,918
(a) Commencement of operations.
(†) The data for fiscal periods ending after October 31, 2012 are unaudited.

20 The accompanying notes are an integral part of the financial statements.

Statements of Changes in Net Assets

Eagle Investment Grade Bond Fund						Eagle Mid Cap Growth Fund						Eagle Mid Cap Stock Fund						Eagle Small Cap Growth Fund						Eagle Small Cap Stock Fund			Eagle Smaller Company Fund
11/1/12 to 04/30/13 (†)			11/1/11 to 10/31/12			11/1/12 to 04/30/13 (†)			11/1/11 to 10/31/12			11/1/12 to 04/30/13 (†)			11/1/11 to 10/31/12			11/1/12 to 04/30/13 (†)			11/1/11 to 10/31/12			12/31/12 (a) to 04/30/13 (†)			11/1/12 to 04/30/13 (†)			11/1/11 to 10/31/12
	$133,837,671			$114,492,263			$434,303,948			$386,134,823			$543,439,645			$981,152,942			$2,718,670,112			$1,535,886,218			$—			$78,849,585			$79,210,716
	338,282			1,003,191			540,231			(2,766,218	)		(62,142	)		(1,556,751	)		3,379,050			(9,892,974	)		(14,461	)		163,469			358,971
	1,549,997			3,077,067			27,677,606			18,539,962			11,323,886			153,967,944			84,423,580			(33,512,594	)		20,562			2,615,484			5,760,464
	—			—			—			—			—			—			—			—			—			—			(26	)
	(1,282,991	)		248,865			47,475,331			12,365,462			60,991,962			(80,618,977	)		326,215,788			174,682,950			201,406			8,294,305			999,291
	605,288			4,329,123			75,693,168			28,139,206			72,253,706			71,792,216			414,018,418			131,277,382			207,507			11,073,258			7,118,700
	(354,235	)		(1,046,193	)		—			—			—			—			(903,321	)		—			—			(553,093	)		(29,578	)
	(3,090,100	)		(1,008,116	)		(15,908,617	)		—			(75,993,788	)		—			—			—			—			(5,715,716	)		(10,468,101	)
	(3,444,335	)		(2,054,309	)		(15,908,617	)		—			(75,993,788	)		—			(903,321	)		—			—			(6,268,809	)		(10,497,679	)
	7,305,567			25,680,184			29,002,128			112,576,206			6,424,112			19,725,409			203,740,218			371,729,117			3,586,452			2,304,887			2,932,544
	N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A
	1,592,314			1,027,730			7,801,024			—			33,533,368			—			—			—			—			930,631			1,365,600
	(14,648,957	)		(21,213,645	)		(33,636,558	)		(130,128,815	)		(88,414,364	)		(341,290,247	)		(142,281,468	)		(215,827,492	)		(1,268	)		(1,335,095	)		(2,378,466	)
	4,868,116			20,729,068			6,259,673			19,944,837			2,586,684			6,325,023			19,856,470			34,854,989			3,166,320			1,439,353			1,548,911
	N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A
	1,407,290			637,068			3,225,017			—			22,414,326			—			—			—			—			536,377			842,720
	(11,690,889	)		(12,932,756	)		(7,273,222	)		(13,892,879	)		(34,961,045	)		(78,390,933	)		(11,516,346	)		(18,935,695	)		(32,005	)		(762,812	)		(1,173,634	)
	1,137,909			4,618,682			17,817,149			44,066,950			19,352,084			48,106,027			360,197,789			875,394,108			493,124			7,926,514			9,888,102
	N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A
	120,509			70,047			2,660,852			—			15,408,290			—			334,383			—			—			4,468,704			7,797,913
	(1,787,495	)		(1,521,998	)		(10,756,871	)		(26,002,685	)		(39,531,475	)		(107,463,540	)		(292,511,851	)		(311,625,421	)		—			(6,853,863	)		(18,015,128	)
	560			1,343			2,725,656			5,828,678			1,749,636			4,065,929			22,862,705			45,740,438			2,500			89,189			211,273
	760			836			279,183			—			932,905			—			—			—			—			4,966			1,082
	—			(26,026	)		(926,573	)		(2,234,679	)		(1,236,907	)		(2,743,975	)		(8,740,413	)		(13,151,500	)		—			(110,958	)		(3,814	)
	—			—			4,573,886			17,416,695			239,757			4,739,715			50,077,404			138,787,831			2,500			—			—
	N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A
	81			61			1,077,504			—			486,525			—			49,011			—			—			275			404
	—			—			(5,045,422	)		(8,296,646	)		(12,620,463	)		(62,578,921	)		(41,488,538	)		(44,560,198	)		—			—			—
	N/A			N/A			915,821			769,536			303,537			—			69,650,123			216,805,471			2,500			528			—
	N/A			N/A			29,351			—			396			—			344,748			—			—			234			341
	N/A			N/A			(269,396	)		(17,279	)		(3,450	)		—			(21,234,840	)		(27,705,136	)		—			(2	)		—
	(11,694,235	)		17,070,594			18,459,202			20,029,919			(73,336,084	)		(509,505,513	)		209,339,395			1,051,506,512			7,220,123			8,638,928			3,017,848
	(14,533,282	)		19,345,408			78,243,753			48,169,125			(77,076,166	)		(437,713,297	)		622,454,492			1,182,783,894			7,427,630			13,443,377			(361,131	)
	119,304,389			133,837,671			512,547,701			434,303,948			466,363,479			543,439,645			3,341,124,604			2,718,670,112			7,427,630			92,292,962			78,849,585
	$(58,942	)		$(42,989	)		$(1,965,757	)		$(2,505,988	)		$(1,356,418	)		$(1,294,276	)		$(6,969,974	)		$(9,445,703	)		$(14,461	)		$(65,435	)		$324,189
	478,463			1,679,587			861,580			3,756,169			246,329			747,193			4,575,106			9,299,124			233,139			119,987			157,571
	N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A
	105,105			67,612			243,174			—			1,381,111			—			—			—			—			51,444			81,920
	(965,729	)		(1,386,441	)		(1,008,227	)		(4,081,631	)		(3,383,644	)		(12,872,006	)		(3,223,278	)		(5,293,320	)		(82	)		(69,326	)		(129,304	)
	318,885			1,355,569			216,313			737,445			118,852			271,315			531,116			1,022,708			204,784			77,692			86,646
	N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A
	93,058			42,147			116,301			—			1,095,837			—			—			—			—			30,773			52,181
	(770,559	)		(844,950	)		(251,608	)		(510,030	)		(1,568,359	)		(3,358,996	)		(312,733	)		(559,448	)		(2,077	)		(41,266	)		(65,421	)
	74,492			301,257			512,985			1,395,748			718,044			1,789,648			7,951,332			21,697,603			32,012			408,247			517,460
	N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A
	7,941			4,595			80,656			—			617,814			—			7,764			—			—			242,996			460,870
	(116,671	)		(99,103	)		(312,120	)		(825,832	)		(1,464,498	)		(3,933,132	)		(6,461,848	)		(7,589,962	)		—			(352,659	)		(969,162	)
	37			88			81,958			191,423			69,135			152,417			521,915			1,147,045			175			4,615			11,202
	50			55			8,799			—			39,050			—			—			—			—			277			65
	—			(1,699	)		(27,882	)		(71,943	)		(47,980	)		(102,832	)		(200,863	)		(332,342	)		—			(5,827	)		(194	)
	—			—			132,103			552,445			8,824			176,271			1,091,824			3,339,736			175			—			—
	N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A
	5			4			32,691			—			19,500			—			1,135			—			—			15			24
	—			—			(143,931	)		(260,178	)		(450,836	)		(2,263,695	)		(908,822	)		(1,073,911	)		—			—			—
	N/A			N/A			26,475			23,665			11,609			—			1,506,920			5,191,879			175			25			—
	N/A			N/A			889			—			16			—			7,978			—			—			13			20
	N/A			N/A			(7,658	)		(529	)		(126	)		—			(468,064	)		(666,828	)		—			—			—
	(774,923	)		1,118,721			562,498			906,752			(2,589,322	)		(19,393,817	)		4,619,482			26,182,284			468,301			467,006			203,878

The accompanying notes are an integral part of the financial statements. 21

Financial Highlights

Fiscal periods (†)					From investment operations									Dividends & distributions											Ratio to average net assets (%)
			Beginning net asset value		Income (loss)			Realized & unrealized gain (loss)			Total			From investment income			From realized gains			Total			Ending net asset value		With expenses waived/ recovered (††)			Without expenses waived/ recovered (††)			Net income (loss)			Portfolio turnover rate (%) (a)			Total return (%) (a)(b)			Ending net assets (millions)
Beginning	Ending
Eagle Capital Appreciation Fund
Class A*
11/01/12		04/30/13		$30.95		$0.12			$4.28			$4.40			$(0.12	)		$—			$(0.12	)		$35.23		1.25	(c)		1.25	(c)		0.75	(c)		20			14.27			$202
11/01/11		10/31/12		26.97		0.02			3.96			3.98			—			—			—			30.95		1.24			1.24			0.06			22			14.76			203
11/01/10		10/31/11		26.24		(0.01	)		0.74			0.73			—			—			—			26.97		1.22			1.22			(0.03	)		37			2.78			293
11/01/09		10/31/10		22.65		(0.04	)		3.63			3.59			—			—			—			26.24		1.27			1.27			(0.18	)		45			15.85			469
11/01/08		10/31/09		18.58		(0.06	)		4.13			4.07			—			—			—			22.65		1.32			1.32			(0.31	)		54			21.91			367
11/01/07		10/31/08		35.99		(0.13	)		(12.71	)		(12.84	)		—			(4.57	)		(4.57	)		18.58		1.20			1.20			(0.45	)		61			(40.38	)		329
Class C*
11/01/12		04/30/13		26.62		—	(d)		3.69			3.69			—			—			—			30.31		1.97	(c)		1.97	(c)		0.02	(c)		20			13.86			69
11/01/11		10/31/12		23.36		(0.16	)		3.42			3.26			—			—			—			26.62		1.94			1.94			(0.64	)		22			13.96			66
11/01/10		10/31/11		22.88		(0.18	)		0.66			0.48			—			—			—			23.36		1.92			1.92			(0.74	)		37			2.10			67
11/01/09		10/31/10		19.90		(0.19	)		3.17			2.98			—			—			—			22.88		1.99			1.99			(0.91	)		45			14.97			81
11/01/08		10/31/09		16.45		(0.18	)		3.63			3.45			—			—			—			19.90		2.08			2.08			(1.07	)		54			20.97			84
11/01/07		10/31/08		32.64		(0.30	)		(11.32	)		(11.62	)		—			(4.57	)		(4.57	)		16.45		1.95			1.95			(1.19	)		61			(40.85	)		87
Class I*
11/01/12		04/30/13		31.72		0.17			4.40			4.57			(0.23	)		—			(0.23	)		36.06		0.91	(c)		0.91	(c)		1.04	(c)		20			14.46			16
11/01/11		10/31/12		27.55		0.11			4.06			4.17			—			—			—			31.72		0.92			0.92			0.38			22			15.14			14
11/01/10		10/31/11		26.72		0.08			0.75			0.83			—			—			—			27.55		0.90			0.90			0.28			37			3.11			18
11/01/09		10/31/10		22.98		0.04			3.70			3.74			—			—			—			26.72		0.91			0.91			0.17			45			16.28			11
11/01/08		10/31/09		18.78		0.01			4.19			4.20			—			—			—			22.98		0.94			0.94			0.07			54			22.36			14
11/01/07		10/31/08		36.21		—			(12.86	)		(12.86	)		—			(4.57	)		(4.57	)		18.78		0.79			0.79			(0.01	)		61			(40.16	)		10
Class R-3*
11/01/12		04/30/13		30.53		0.07			4.21			4.28			(0.01	)		—			(0.01	)		34.80		1.61	(c)		1.61	(c)		0.46	(c)		20			14.02			1
11/01/11		10/31/12		26.68		(0.06	)		3.91			3.85			—			—			—			30.53		1.53			1.53			(0.22	)		22			14.43			1
11/01/10		10/31/11		26.03		(0.09	)		0.74			0.65			—			—			—			26.68		1.51			1.51			(0.33	)		37			2.50			1
11/01/09		10/31/10		22.52		(0.10	)		3.61			3.51			—			—			—			26.03		1.49			1.49			(0.41	)		45			15.59			1
11/01/08		10/31/09		18.51		(0.10	)		4.11			4.01			—			—			—			22.52		1.49			1.49			(0.51	)		54			21.66			1
11/01/07		10/31/08		35.97		(0.20	)		(12.69	)		(12.89	)		—			(4.57	)		(4.57	)		18.51		1.42			1.42			(0.70	)		61			(40.56	)		0
Class R-5*
11/01/12		04/30/13		31.66		0.17			4.38			4.55			(0.24	)		—			(0.24	)		35.97		0.94	(c)		0.94	(c)		1.02	(c)		20			14.43			34
11/01/11		10/31/12		27.50		0.11			4.05			4.16			—			—			—			31.66		0.92			0.92			0.37			22			15.13			30
11/01/10		10/31/11		26.67		0.07			0.76			0.83			—			—			—			27.50		0.93			0.93			0.25			37			3.11			24
11/01/09		10/31/10		22.94		0.06			3.67			3.73			—			—			—			26.67		0.87			0.87			0.22			45			16.26			24
11/01/08		10/31/09		18.73		0.02			4.19			4.21			—			—			—			22.94		0.87			0.87			0.12			54			22.48			20
11/01/07		10/31/08		36.13		(0.04	)		(12.79	)		(12.83	)		—			(4.57	)		(4.57	)		18.73		0.83			0.83			(0.13	)		61			(40.17	)		16
Eagle Growth & Income Fund
Class A*
11/01/12		04/30/13		13.87		0.18			2.00			2.18			(0.19	)		(0.25	)		(0.44	)		15.61		1.09	(c)		1.09	(c)		2.45	(c)		19			16.08			207
11/01/11		10/31/12		13.14		0.30			1.36			1.66			(0.27	)		(0.66	)		(0.93	)		13.87		1.12			1.12			2.25			20			13.48			175
11/01/10		10/31/11		12.83		0.27			0.30			0.57			(0.26	)		—			(0.26	)		13.14		1.21			1.21			2.02			123	(e)		4.46			134
11/01/09		10/31/10		11.57		0.20			1.26			1.46			(0.20	)		—			(0.20	)		12.83		1.40			1.30			1.61			50			12.65			128
11/01/08		10/31/09		9.71		0.31			1.86			2.17			(0.31	)		—			(0.31	)		11.57		1.39			1.55			3.12			57			22.88			90
11/01/07		10/31/08		17.77		0.37			(6.27	)		(5.90	)		(0.35	)		(1.81	)		(2.16	)		9.71		1.35			1.33			2.75			64			(37.25	)		61
Class C*
11/01/12		04/30/13		13.41		0.12			1.93			2.05			(0.14	)		(0.25	)		(0.39	)		15.07		1.84	(c)		1.84	(c)		1.68	(c)		19			15.62			146
11/01/11		10/31/12		12.74		0.20			1.32			1.52			(0.19	)		(0.66	)		(0.85	)		13.41		1.86			1.86			1.50			20			12.67			121
11/01/10		10/31/11		12.46		0.17			0.29			0.46			(0.18	)		—			(0.18	)		12.74		1.93			1.93			1.30			123	(e)		3.68			80
11/01/09		10/31/10		11.24		0.11			1.23			1.34			(0.12	)		—			(0.12	)		12.46		2.12			2.05			0.89			50			11.95			72
11/01/08		10/31/09		9.45		0.23			1.80			2.03			(0.24	)		—			(0.24	)		11.24		2.19			2.31			2.35			57			21.89			49
11/01/07		10/31/08		17.34		0.26			(6.10	)		(5.84	)		(0.24	)		(1.81	)		(2.05	)		9.45		2.15			2.09			1.95			64			(37.75	)		36
Class I*
11/01/12		04/30/13		13.85		0.19			2.01			2.20			(0.21	)		(0.25	)		(0.46	)		15.59		0.81	(c)		0.81	(c)		2.69	(c)		19			16.26			56
11/01/11		10/31/12		13.13		0.34			1.36			1.70			(0.32	)		(0.66	)		(0.98	)		13.85		0.83			0.83			2.49			20			13.79			44
11/01/10		10/31/11		12.82		0.32			0.29			0.61			(0.30	)		—			(0.30	)		13.13		0.88			0.87			2.39			123	(e)		4.77			14
11/01/09		10/31/10		11.56		0.29			1.22			1.51			(0.25	)		—			(0.25	)		12.82		0.95			0.97			2.01			50			13.15			9
03/18/09		10/31/09		8.43		0.20			3.20			3.40			(0.27	)		—			(0.27	)		11.56		0.95	(c)		1.12	(c)		3.08	(c)		57			40.72			2

22 The accompanying notes are an integral part of the financial statements.

Financial Highlights

Fiscal periods (†)					From investment operations								Dividends & distributions											Ratio to average net assets (%)
			Beginning net asset value		Income (loss)		Realized & unrealized gain (loss)			Total			From investment income			From realized gains			Total			Ending net asset value		With expenses waived/ recovered (††)			Without expenses waived/ recovered (††)			Net income (loss)			Portfolio turnover rate (%) (a)			Total return (%) (a)(b)			Ending net assets (millions)
Beginning	Ending
Eagle Growth & Income Fund (cont’d)
Class R-3*
11/01/12		04/30/13		$13.82		$0.15		$2.00			$2.15			$(0.17	)		$(0.25	)		$(0.42	)		$15.55		1.40	(c)		1.40	(c)		2.11	(c)		19			15.92			$4
11/01/11		10/31/12		13.10		0.26		1.36			1.62			(0.24	)		(0.66	)		(0.90	)		13.82		1.41			1.41			1.95			20			13.13			3
11/01/10		10/31/11		12.81		0.23		0.30			0.53			(0.24	)		—			(0.24	)		13.10		1.51			1.51			1.71			123	(e)		4.14			1
11/01/09		10/31/10		11.55		0.18		1.26			1.44			(0.18	)		—			(0.18	)		12.81		1.54			1.54			1.46			50			12.54			0
09/30/09		10/31/09		11.84		0.01		(0.22	)		(0.21	)		(0.08	)		—			(0.08	)		11.55		1.65	(c)		1.56	(c)		0.94	(c)		57			(1.83	)		0
Class R-5*
11/01/12		04/30/13		13.84		0.19		2.01			2.20			(0.22	)		(0.25	)		(0.47	)		15.57		0.72	(c)		0.72	(c)		2.60	(c)		19			16.26			0
11/01/11		10/31/12		13.13		0.32		1.37			1.69			(0.32	)		(0.66	)		(0.98	)		13.84		0.86			0.84			2.37			20			13.69			0
11/01/10		10/31/11		12.83		0.29		0.32			0.61			(0.31	)		—			(0.31	)		13.13		0.95			0.85			2.17			123	(e)		4.77			0
12/28/09		10/31/10		12.11		0.22		0.69			0.91			(0.19	)		—			(0.19	)		12.83		0.95	(c)		1.85	(c)		2.11	(c)		50			7.53			0
Class R-6*
11/01/12		04/30/13		13.86		0.19		2.00			2.19			(0.20	)		(0.25	)		(0.45	)		15.60		0.84	(c)		0.81	(c)		2.70	(c)		19			16.23			0
11/01/11		10/31/12		13.13		0.34		1.35			1.69			(0.30	)		(0.66	)		(0.96	)		13.86		0.85			0.86			2.54			20			13.73			0
08/15/11		10/31/11		12.70		0.06		0.44			0.50			(0.07	)		—			(0.07	)		13.13		0.85	(c)		0.96	(c)		2.17	(c)		123	(e)		4.00			0
Eagle International Stock Fund
Class A*
02/28/13		04/30/13		14.29		0.12		0.63			0.75			—			—			—			15.04		1.46	(c)		21.40	(c)		4.81	(c)		—			5.25			1
Class C*
02/28/13		04/30/13		14.29		0.11		0.62			0.73			—			—			—			15.02		2.21	(c)		16.77	(c)		4.72	(c)		—			5.11			2
Class I*
02/28/13		04/30/13		14.29		0.12		0.64			0.76			—			—			—			15.05		1.15	(c)		23.74	(c)		4.79	(c)		—			5.32			0
Class R-3*
02/28/13		04/30/13		14.29		0.10		0.64			0.74			—			—			—			15.03		1.75	(c)		24.29	(c)		4.19	(c)		—			5.18			0
Class R-5*
02/28/13		04/30/13		14.29		0.12		0.64			0.76			—			—			—			15.05		1.15	(c)		23.74	(c)		4.79	(c)		—			5.32			0
Class R-6*
02/28/13		04/30/13		14.29		0.12		0.64			0.76			—			—			—			15.05		1.05	(c)		23.74	(c)		4.89	(c)		—			5.32			0
Eagle Investment Grade Bond Fund
Class A*
11/01/12		04/30/13		15.51		0.07		0.04			0.11			(0.07	)		(0.36	)		(0.43	)		15.19		0.85	(c)		0.98	(c)		0.89	(c)		43			0.71			58
11/01/11		10/31/12		15.25		0.18		0.39			0.57			(0.18	)		(0.13	)		(0.31	)		15.51		0.85			0.96			1.15			94			3.77			65
11/01/10		10/31/11		15.15		0.20		0.21			0.41			(0.23	)		(0.08	)		(0.31	)		15.25		0.85			1.04			1.34			78			2.75			58
03/01/10		10/31/10		14.44		0.16		0.67			0.83			(0.12	)		—			(0.12	)		15.15		0.85	(c)		1.48	(c)		1.51	(c)		53			5.78			48
Class C*
11/01/12		04/30/13		15.49		0.01		0.04			0.05			(0.01	)		(0.36	)		(0.37	)		15.17		1.65	(c)		1.75	(c)		0.09	(c)		43			0.30			56
11/01/11		10/31/12		15.23		0.05		0.40			0.45			(0.06	)		(0.13	)		(0.19	)		15.49		1.65			1.72			0.34			94			2.96			63
11/01/10		10/31/11		15.13		0.08		0.21			0.29			(0.11	)		(0.08	)		(0.19	)		15.23		1.65			1.79			0.55			78			1.95			53
03/01/10		10/31/10		14.44		0.07		0.68			0.75			(0.06	)		—			(0.06	)		15.13		1.65	(c)		2.23	(c)		0.68	(c)		53			5.23			50
Class I*
11/01/12		04/30/13		15.54		0.09		0.04			0.13			(0.09	)		(0.36	)		(0.45	)		15.22		0.60	(c)		0.71	(c)		1.14	(c)		43			0.83			6
11/01/11		10/31/12		15.27		0.21		0.41			0.62			(0.22	)		(0.13	)		(0.35	)		15.54		0.60			0.67			1.38			94			4.09			6
11/01/10		10/31/11		15.17		0.24		0.20			0.44			(0.26	)		(0.08	)		(0.34	)		15.27		0.60			0.74			1.58			78			2.97			3
03/01/10		10/31/10		14.44		0.16		0.71			0.87			(0.14	)		—			(0.14	)		15.17		0.60	(c)		2.11	(c)		1.59	(c)		53			6.05			4
Class R-3*
11/01/12		04/30/13		15.51		0.04		0.05			0.09			(0.05	)		(0.36	)		(0.41	)		15.19		1.15	(c)		1.40	(c)		0.59	(c)		43			0.56			0
11/01/11		10/31/12		15.24		0.13		0.40			0.53			(0.13	)		(0.13	)		(0.26	)		15.51		1.15			1.35			0.88			94			3.49			0
11/01/10		10/31/11		15.15		0.16		0.19			0.35			(0.18	)		(0.08	)		(0.26	)		15.24		1.15			1.39			1.04			78			2.38			0
03/01/10		10/31/10		14.44		0.05		0.76			0.81			(0.10	)		—			(0.10	)		15.15		1.14	(c)		1.95	(c)		0.91	(c)		53			5.63			0
Class R-5*
11/01/12		04/30/13		15.51		0.09		0.04			0.13			(0.09	)		(0.36	)		(0.45	)		15.19		0.60	(c)		0.64	(c)		1.16	(c)		43			0.82			0
11/01/11		10/31/12		15.22		0.22		0.41			0.63			(0.21	)		(0.13	)		(0.34	)		15.51		0.60			0.60			1.41			94			4.20			0
11/01/10		10/31/11		15.13		0.24		0.19			0.43			(0.26	)		(0.08	)		(0.34	)		15.22		0.60			6.01			1.59			78			2.91			0
03/01/10		10/31/10		14.44		0.18		0.65			0.83			(0.14	)		—			(0.14	)		15.13		0.61	(c)		4.92	(c)		1.77	(c)		53			5.75			0

The accompanying notes are an integral part of the financial statements. 23

Financial Highlights

Fiscal periods (†)					From investment operations									Dividends & distributions										Ratio to average net assets (%)
			Beginning net asset value		Income (loss)			Realized & unrealized gain (loss)			Total			From investment income		From realized gains			Total			Ending net asset value		With expenses waived/ recovered (††)			Without expenses waived/ recovered (††)			Net income (loss)			Portfolio turnover rate (%) (a)		Total return (%) (a)(b)			Ending net assets (millions)
Beginning	Ending
Eagle Mid Cap Growth Fund
Class A*
11/01/12		04/30/13		$31.52		$0.05			$5.35			$5.40			$—		$(1.14	)		$(1.14	)		$35.78		1.21	(c)		1.21	(c)		0.28	(c)		27		17.56			$268
11/01/11		10/31/12		29.96		(0.18	)		1.74			1.56			—		—			—			31.52		1.22			1.22			(0.57	)		87		5.21			233
11/01/10		10/31/11		28.03		(0.19	)		2.12			1.93			—		—			—			29.96		1.23			1.23			(0.60	)		91		6.89			231
11/01/09		10/31/10		21.25		(0.09	)		6.87			6.78			—		—			—			28.03		1.33			1.33			(0.36	)		96		31.91			140
11/01/08		10/31/09		18.63		(0.11	)		2.73			2.62			—		—			—			21.25		1.44			1.44			(0.59	)		127		14.06			95
11/01/07		10/31/08		34.48		(0.20	)		(10.29	)		(10.49	)		—		(5.36	)		(5.36	)		18.63		1.30			1.30			(0.74	)		141		(35.68	)		86
Class C*
11/01/12		04/30/13		27.41		(0.06	)		4.63			4.57			—		(1.14	)		(1.14	)		30.84		1.93	(c)		1.93	(c)		(0.43	)(c)		27		17.15			95
11/01/11		10/31/12		26.24		(0.34	)		1.51			1.17			—		—			—			27.41		1.92			1.92			(1.27	)		87		4.46			82
11/01/10		10/31/11		24.71		(0.35	)		1.88			1.53			—		—			—			26.24		1.94			1.94			(1.30	)		91		6.19			72
11/01/09		10/31/10		18.88		(0.24	)		6.07			5.83			—		—			—			24.71		2.10			2.10			(1.11	)		96		30.88			58
11/01/08		10/31/09		16.68		(0.23	)		2.43			2.20			—		—			—			18.88		2.22			2.22			(1.36	)		127		13.19			45
11/01/07		10/31/08		31.65		(0.36	)		(9.25	)		(9.61	)		—		(5.36	)		(5.36	)		16.68		2.05			2.05			(1.48	)		141		(36.16	)		42
Class I*
11/01/12		04/30/13		32.36		0.10			5.51			5.61			—		(1.14	)		(1.14	)		36.83		0.87	(c)		0.87	(c)		0.61	(c)		27		17.76			103
11/01/11		10/31/12		30.66		(0.07	)		1.77			1.70			—		—			—			32.36		0.88			0.88			(0.23	)		87		5.54			81
11/01/10		10/31/11		28.58		(0.09	)		2.17			2.08			—		—			—			30.66		0.89			0.88			(0.29	)		91		7.28			60
11/01/09		10/31/10		21.58		(0.02	)		7.02			7.00			—		—			—			28.58		0.95			0.95			(0.07	)		96		32.44			15
11/01/08		10/31/09		18.83		(0.02	)		2.77			2.75			—		—			—			21.58		0.95			1.05			(0.13	)		127		14.60			6
11/01/07		10/31/08		34.69		(0.12	)		(10.38	)		(10.50	)		—		(5.36	)		(5.36	)		18.83		0.95			1.04			(0.54	)		141		(35.46	)		0
Class R-3*
11/01/12		04/30/13		31.19		—	(d)		5.30			5.30			—		(1.14	)		(1.14	)		35.35		1.50	(c)		1.50	(c)		(0.01	)(c)		27		17.42			11
11/01/11		10/31/12		29.73		(0.26	)		1.72			1.46			—		—			—			31.19		1.49			1.49			(0.84	)		87		4.91			8
11/01/10		10/31/11		27.88		(0.27	)		2.12			1.85			—		—			—			29.73		1.52			1.52			(0.89	)		91		6.64			4
11/01/09		10/31/10		21.19		(0.19	)		6.88			6.69			—		—			—			27.88		1.61			1.61			(0.72	)		96		31.57			1
01/12/09		10/31/09		16.84		(0.15	)		4.50			4.35			—		—			—			21.19		1.74	(c)		1.74	(c)		(0.94	)(c)		127		25.83			0
Class R-5*
11/01/12		04/30/13		32.34		0.10			5.50			5.60			—		(1.14	)		(1.14	)		36.80		0.90	(c)		0.90	(c)		0.60	(c)		27		17.74			35
11/01/11		10/31/12		30.64		(0.08	)		1.78			1.70			—		—			—			32.34		0.90			0.90			(0.25	)		87		5.55			30
11/01/10		10/31/11		28.56		(0.11	)		2.19			2.08			—		—			—			30.64		0.91			0.91			(0.35	)		91		7.28			19
12/28/09		10/31/10		24.70		(0.12	)		3.98			3.86			—		—			—			28.56		0.95	(c)		1.15	(c)		(0.44	)(c)		96		15.63			0
Class R-6*
11/01/12		04/30/13		32.37		0.10			5.53			5.63			—		(1.14	)		(1.14	)		36.86		0.79	(c)		0.79	(c)		0.59	(c)		27		17.82			2
11/01/11		10/31/12		30.76		(0.05	)		1.66			1.61			—		—			—			32.37		0.80			0.80			(0.16	)		87		5.23			1
08/15/11		10/31/11		29.65		(0.02	)		1.13			1.11			—		—			—			30.76		0.85	(c)		0.85	(c)		(0.32	)(c)		91		3.74			0
Eagle Mid Cap Stock Fund
Class A*
11/01/12		04/30/13		27.14		0.02			3.75			3.77			—		(4.02	)		(4.02	)		26.89		1.26	(c)		1.26	(c)		0.12	(c)		17		15.49			210
11/01/11		10/31/12		25.07		(0.02	)		2.09			2.07			—		—			—			27.14		1.20			1.20			(0.09	)		184		8.26			260
11/01/10		10/31/11		25.37		(0.03	)		(0.27	)		(0.30	)		—		—			—			25.07		1.14			1.14			(0.11	)		242		(1.18	)		544
11/01/09		10/31/10		21.10		(0.07	)		4.34			4.27			—		—			—			25.37		1.20			1.20			(0.32	)		245		20.24			736
11/01/08		10/31/09		18.34		(0.03	)		2.79			2.76			—		—			—			21.10		1.26			1.26			(0.18	)		196		15.05			812
11/01/07		10/31/08		32.59		(0.09	)		(10.83	)		(10.92	)		—		(3.33	)		(3.33	)		18.34		1.15			1.15			(0.34	)		176		(37.04	)		780
Class C*
11/01/12		04/30/13		23.49		(0.07	)		3.20			3.13			—		(4.02	)		(4.02	)		22.60		1.99	(c)		1.99	(c)		(0.63	)(c)		17		15.13			133
11/01/11		10/31/12		21.86		(0.20	)		1.83			1.63			—		—			—			23.49		1.92			1.92			(0.85	)		184		7.46			147
11/01/10		10/31/11		22.28		(0.19	)		(0.23	)		(0.42	)		—		—			—			21.86		1.85			1.85			(0.83	)		242		(1.89	)		204
11/01/09		10/31/10		18.67		(0.21	)		3.82			3.61			—		—			—			22.28		1.93			1.93			(1.06	)		245		19.34			239
11/01/08		10/31/09		16.34		(0.15	)		2.48			2.33			—		—			—			18.67		2.00			2.00			(0.93	)		196		14.26			232
11/01/07		10/31/08		29.62		(0.25	)		(9.70	)		(9.95	)		—		(3.33	)		(3.33	)		16.34		1.88			1.88			(1.07	)		176		(37.53	)		229

24 The accompanying notes are an integral part of the financial statements.

Financial Highlights

Fiscal periods (†)					From investment operations									Dividends & distributions											Ratio to average net assets (%)
			Beginning net asset value		Income (loss)			Realized & unrealized gain (loss)			Total			From investment income			From realized gains			Total			Ending net asset value		With expenses waived/ recovered (††)			Without expenses waived/ recovered (††)			Net income (loss)			Portfolio turnover rate (%) (a)		Total return (%) (a)(b)			Ending net assets (millions)
Beginning	Ending
Eagle Mid Cap Stock Fund (cont’d)
Class I*
11/01/12		04/30/13		$27.76		$0.05			$3.87			$3.92			$—		$	(4.02	)		$(4.02	)		$27.66		0.95	(c)		1.15	(c)		0.39	(c)		17		15.70			$114
11/01/11		10/31/12		25.58		0.04			2.14			2.18			—			—			—			27.76		0.91			0.91			0.16			184		8.52			118
11/01/10		10/31/11		25.79		0.07			(0.28	)		(0.21	)		—			—			—			25.58		0.79			0.79			0.24			242		(0.81	)		163
11/01/09		10/31/10		21.36		0.01			4.42			4.43			—			—			—			25.79		0.79			0.79			0.06			245		20.74			340
11/01/08		10/31/09		18.49		0.03			2.84			2.87			—			—			—			21.36		0.87			0.87			0.16			196		15.52			254
11/01/07		10/31/08		32.74		—			(10.92	)		(10.92	)		—			(3.33	)		(3.33	)		18.49		0.81			0.81			(0.02	)		176		(36.85	)		79
Class R-3*
11/01/12		04/30/13		26.78		(0.03	)		3.71			3.68			—			(4.02	)		(4.02	)		26.44		1.53	(c)		1.53	(c)		(0.25	)(c)		17		15.35			8
11/01/11		10/31/12		24.80		(0.12	)		2.10			1.98			—			—			—			26.78		1.49			1.49			(0.47	)		184		7.98			6
11/01/10		10/31/11		25.17		(0.11	)		(0.26	)		(0.37	)		—			—			—			24.80		1.43			1.43			(0.43	)		242		(1.47	)		5
11/01/09		10/31/10		20.98		(0.13	)		4.32			4.19			—			—			—			25.17		1.41			1.41			(0.57	)		245		19.97			4
11/01/08		10/31/09		18.26		(0.06	)		2.78			2.72			—			—			—			20.98		1.40			1.40			(0.35	)		196		14.90			3
11/01/07		10/31/08		32.52		(0.13	)		(10.80	)		(10.93	)		—			(3.33	)		(3.33	)		18.26		1.33			1.33			(0.53	)		176		(37.16	)		1
Class R-5*
11/01/12		04/30/13		27.77		0.10			3.81			3.91			—			(4.02	)		(4.02	)		27.66		0.95	(c)		1.41	(c)		0.72	(c)		17		15.65			1
11/01/11		10/31/12		25.60		0.05			2.12			2.17			—			—			—			27.77		0.94			0.94			0.19			184		8.48			13
11/01/10		10/31/11		25.83		0.05			(0.28	)		(0.23	)		—			—			—			25.60		0.85			0.85			0.18			242		(0.89	)		65
11/01/09		10/31/10		21.39		0.02			4.42			4.44			—			—			—			25.83		0.78			0.78			0.09			245		20.76			72
11/01/08		10/31/09		18.50		0.05			2.84			2.89			—			—			—			21.39		0.79			0.79			0.28			196		15.62			60
11/01/07		10/31/08		32.73		0.02			(10.92	)		(10.90	)		—			(3.33	)		(3.33	)		18.50		0.74			0.74			0.06			176		(36.80	)		24
Class R-6*
11/01/12		04/30/13		27.81		(0.02	)		3.96			3.94			—			(4.02	)		(4.02	)		27.73		0.82	(c)		0.81	(c)		(0.13	)(c)		17		15.75			0
11/01/11		10/31/12		25.70		0.05			2.06			2.11			—			—			—			27.81		0.85			0.91			0.18			184		8.21			0
08/15/11		10/31/11		25.41		0.01			0.28			0.29			—			—			—			25.70		0.85	(c)		0.85	(c)		0.24	(c)		242		1.14			0
Eagle Small Cap Growth Fund
Class A*
11/01/12		04/30/13		41.13		0.01			6.07			6.08			—			—			—			47.21		1.11	(c)		1.11	(c)		0.05	(c)		18		14.78			856
11/01/11		10/31/12		38.93		(0.24	)		2.44			2.20			—			—			—			41.13		1.11			1.11			(0.61	)		44		5.65			690
11/01/10		10/31/11		33.79		(0.27	)		5.41			5.14			—			—			—			38.93		1.16			1.16			(0.69	)		36		15.21			497
11/01/09		10/31/10		25.10		(0.16	)		8.85			8.69			—			—			—			33.79		1.31			1.31			(0.55	)		49		34.62			266
11/01/08		10/31/09		22.52		(0.18	)		2.76			2.58			—			—			—			25.10		1.37			1.37			(0.83	)		110		11.46			200
11/01/07		10/31/08		41.33		(0.16	)		(12.81	)		(12.97	)		—			(5.84	)		(5.84	)		22.52		1.27			1.27			(0.50	)		51		(35.81	)		189
Class C*
11/01/12		04/30/13		34.40		(0.12	)		5.06			4.94			—			—			—			39.34		1.83	(c)		1.83	(c)		(0.67	)(c)		18		14.36			157
11/01/11		10/31/12		32.78		(0.44	)		2.06			1.62			—			—			—			34.40		1.83			1.83			(1.32	)		44		4.94			129
11/01/10		10/31/11		28.65		(0.46	)		4.59			4.13			—			—			—			32.78		1.86			1.86			(1.40	)		36		14.42			108
11/01/09		10/31/10		21.44		(0.31	)		7.52			7.21			—			—			—			28.65		2.05			2.05			(1.25	)		49		33.63			72
11/01/08		10/31/09		19.40		(0.30	)		2.34			2.04			—			—			—			21.44		2.17			2.17			(1.63	)		110		10.52			60
11/01/07		10/31/08		36.69		(0.34	)		(11.11	)		(11.45	)		—			(5.84	)		(5.84	)		19.40		2.02			2.02			(1.25	)		51		(36.26	)		59
Class I*
11/01/12		04/30/13		42.04		0.08			6.20			6.28			(0.02	)		—			(0.02	)		48.30		0.80	(c)		0.80	(c)		0.36	(c)		18		14.93			1,580
11/01/11		10/31/12		39.65		(0.11	)		2.50			2.39			—			—			—			42.04		0.78			0.78			(0.28	)		44		6.03			1,313
11/01/10		10/31/11		34.41		(0.14	)		5.38			5.24			—			—			—			39.65		0.82			0.83			(0.37	)		36		15.23			679
11/01/09		10/31/10		25.44		(0.12	)		9.09			8.97			—			—			—			34.41		0.86			0.86			(0.34	)		49		35.26			97
11/01/08		10/31/09		22.72		(0.08	)		2.80			2.72			—			—			—			25.44		0.87			0.87			(0.37	)		110		11.97			20
11/01/07		10/31/08		41.51		(0.08	)		(12.87	)		(12.95	)		—			(5.84	)		(5.84	)		22.72		0.93			0.93			(0.27	)		51		(35.57	)		10
Class R-3*
11/01/12		04/30/13		40.68		(0.05	)		5.99			5.94			—			—			—			46.62		1.38	(c)		1.38	(c)		(0.25	)(c)		18		14.60			111
11/01/11		10/31/12		38.58		(0.35	)		2.45			2.10			—			—			—			40.68		1.38			1.38			(0.88	)		44		5.44			84
11/01/10		10/31/11		33.52		(0.34	)		5.40			5.06			—			—			—			38.58		1.37			1.37			(0.90	)		36		15.10			48
11/01/09		10/31/10		24.96		(0.19	)		8.75			8.56			—			—			—			33.52		1.55			1.55			(0.66	)		49		34.29			2
11/01/08		10/31/09		22.44		(0.18	)		2.70			2.52			—			—			—			24.96		1.54			1.54			(1.01	)		110		11.23			2
11/01/07		10/31/08		41.25		(0.20	)		(12.77	)		(12.97	)		—			(5.84	)		(5.84	)		22.44		1.42			1.42			(0.67	)		51		(35.88	)		1

The accompanying notes are an integral part of the financial statements. 25

Financial Highlights

Fiscal periods (†)					From investment operations									Dividends & distributions											Ratio to average net assets (%)
			Beginning net asset value		Income (loss)			Realized & unrealized gain (loss)			Total			From investment income			From realized gains			Total			Ending net asset value		With expenses waived/ recovered (††)			Without expenses waived/ recovered (††)			Net income (loss)			Portfolio turnover rate (%) (a)		Total return (%) (a)(b)			Ending net assets (millions)
Beginning	Ending
Eagle Small Cap Growth Fund (cont’d)
Class R-5*
11/01/12		04/30/13		$42.14		$0.08			$6.21			$6.29			$(0.01	)		$—			$(0.01	)		$48.42		0.79	(c)		0.79	(c)		0.37	(c)		18		14.92			$287
11/01/11		10/31/12		39.74		(0.12	)		2.52			2.40			—			—			—			42.14		0.80			0.80			(0.29	)		44		6.04			242
11/01/10		10/31/11		34.39		(0.16	)		5.51			5.35			—			—			—			39.74		0.85			0.85			(0.39	)		36		15.56			138
11/01/09		10/31/10		25.43		(0.04	)		9.00			8.96			—			—			—			34.39		0.88			0.88			(0.14	)		49		35.23			49
11/01/08		10/31/09		22.72		(0.09	)		2.80			2.71			—			—			—			25.43		0.90			0.90			(0.40	)		110		11.93			30
11/01/07		10/31/08		41.50		(0.05	)		(12.89	)		(12.94	)		—			(5.84	)		(5.84	)		22.72		0.90			0.90			(0.15	)		51		(35.55	)		11
Class R-6*
11/01/12		04/30/13		42.20		0.10			6.23			6.33			(0.05	)		—			(0.05	)		48.48		0.69	(c)		0.69	(c)		0.46	(c)		18		15.03			350
11/01/11		10/31/12		39.76		(0.09	)		2.53			2.44			—			—			—			42.20		0.69			0.69			(0.22	)		44		6.14			260
08/15/11		10/31/11		37.85		(0.06	)		1.97			1.91			—			—			—			39.76		0.85	(c)		0.85	(c)		(0.75	)(c)		36		5.05			65
Eagle Small Cap Stock Fund
Class A*
12/31/12		04/30/13		14.29		(0.04	)		1.63			1.59			—			—			—			15.88		1.50	(c)		14.22	(c)		(0.86	)(c)		12		11.13			4
Class C*
12/31/12		04/30/13		14.29		(0.08	)		1.62			1.54			—			—			—			15.83		2.30	(c)		11.18	(c)		(1.58	)(c)		12		10.78			3
Class I*
12/31/12		04/30/13		14.29		(0.01	)		1.63			1.62			—			—			—			15.91		0.95	(c)		30.21	(c)		(0.25	)(c)		12		11.34			1
Class R-3*
12/31/12		04/30/13		14.29		(0.06	)		1.63			1.57			—			—			—			15.86		1.70	(c)		32.36	(c)		(1.10	)(c)		12		10.99			0
Class R-5*
12/31/12		04/30/13		14.29		(0.02	)		1.62			1.60			—			—			—			15.89		0.95	(c)		24.66	(c)		(0.36	)(c)		12		11.20			0
Class R-6*
12/31/12		04/30/13		14.29		(0.01	)		1.62			1.61			—			—			—			15.90		0.85	(c)		24.66	(c)		(0.26	)(c)		12		11.27			0
Eagle Smaller Company Fund
Class A*
11/01/12		04/30/13		18.93		0.01			2.46			2.47			(0.09	)		(1.39	)		(1.48	)		19.92		1.36	(c)		1.42	(c)		0.15	(c)		10		13.83			16
11/01/11		10/31/12		20.05		0.04			1.47			1.51			—			(2.63	)		(2.63	)		18.93		1.35			1.42			0.23			13		9.31			13
11/01/10		10/31/11		19.63		(0.05	)		2.23			2.18			—			(1.76	)		(1.76	)		20.05		1.40			1.44			(0.25	)		36		11.35			12
11/01/09		10/31/10		16.54		(0.09	)		3.75			3.66			—			(0.57	)		(0.57	)		19.63		1.50			1.67			(0.46	)		22		22.63			10
11/03/08		10/31/09		14.29		(0.07	)		2.32			2.25			—			—			—			16.54		1.48	(c)		4.53	(c)		(0.45	)(c)		23		15.75			6
Class C*
11/01/12		04/30/13		18.22		(0.06	)		2.37			2.31			—			(1.39	)		(1.39	)		19.14		2.12	(c)		2.18	(c)		(0.61	)(c)		10		13.42			9
11/01/11		10/31/12		19.52		(0.10	)		1.43			1.33			—			(2.63	)		(2.63	)		18.22		2.11			2.19			(0.54	)		13		8.54			7
11/01/10		10/31/11		19.32		(0.22	)		2.18			1.96			—			(1.76	)		(1.76	)		19.52		2.28			2.21			(1.13	)		36		10.31			6
11/01/09		10/31/10		16.41		(0.23	)		3.71			3.48			—			(0.57	)		(0.57	)		19.32		2.30			2.49			(1.25	)		22		21.69			5
11/03/08		10/31/09		14.29		(0.19	)		2.31			2.12			—			—			—			16.41		2.28	(c)		5.37	(c)		(1.27	)(c)		23		14.84			3
Class I*
11/01/12		04/30/13		19.28		0.06			2.49			2.55			(0.16	)		(1.39	)		(1.55	)		20.28		0.95	(c)		1.19	(c)		0.57	(c)		10		14.06			67
11/01/11		10/31/12		20.31		0.12			1.49			1.61			(0.01	)		(2.63	)		(2.64	)		19.28		0.95			1.17			0.61			13		9.74			58
11/01/10		10/31/11		19.80		0.04			2.24			2.28			(0.01	)		(1.76	)		(1.77	)		20.31		0.95			1.19			0.20			36		11.81			61
11/01/09		10/31/10		16.59		0.02			3.77			3.79			(0.01	)		(0.57	)		(0.58	)		19.80		0.95			1.56			0.11			22		23.39			56
03/09/09		10/31/09		9.65		(0.01	)		6.95			6.94			—			—			—			16.59		0.95	(c)		1.80	(c)		(0.04	)(c)		23		71.92			49
Class R-3*
11/01/12		04/30/13		18.77		—	(d)		2.42			2.42			(0.07	)		(1.39	)		(1.46	)		19.73		1.68	(c)		1.91	(c)		(0.01	)(c)		10		13.65			0
11/01/11		10/31/12		19.96		—	(d)		1.44			1.44			—			(2.63	)		(2.63	)		18.77		1.70			1.80			0.02			13		8.95			0
11/01/10		10/31/11		19.60		(0.11	)		2.23			2.12			—			(1.76	)		(1.76	)		19.96		1.70			1.67			(0.55	)		36		11.03			0
12/28/09		10/31/10		17.86		(0.11	)		1.85			1.74			—			—			—			19.60		1.71	(c)		2.68	(c)		(0.69	)(c)		22		9.74			0
Class R-5*
11/01/12		04/30/13		19.25		0.05			2.50			2.55			(0.17	)		(1.39	)		(1.56	)		20.24		0.95	(c)		1.15	(c)		0.57	(c)		10		14.08			0
11/01/11		10/31/12		20.30		0.12			1.48			1.60			(0.02	)		(2.63	)		(2.65	)		19.25		0.95			1.28			0.62			13		9.72			0
11/01/10		10/31/11		19.79		0.04			2.25			2.29			(0.02	)		(1.76	)		(1.78	)		20.30		0.95			1.13			0.21			36		11.83			0
12/28/09		10/31/10		17.92		0.01			1.86			1.87			—			—			—			19.79		0.97	(c)		1.96	(c)		0.05	(c)		22		10.44			0

26 The accompanying notes are an integral part of the financial statements.

Financial Highlights

Fiscal periods (†)					From investment operations						Dividends & distributions											Ratio to average net assets (%)
			Beginning net asset value		Income (loss)		Realized & unrealized gain (loss)		Total		From investment income			From realized gains			Total			Ending net asset value		With expenses waived/ recovered (††)			Without expenses waived/ recovered (††)			Net income (loss)			Portfolio turnover rate (%) (a)		Total return (%) (a)(b)		Ending net assets (millions)
Beginning	Ending
Eagle Smaller Company Fund (cont’d)
Class R-6*
11/01/12		04/30/13		$19.28		$0.06		$2.50		$2.56	$	(0.18	)	$	(1.39	)	$	(1.57	)		$20.27		0.85	(c)		1.14	(c)		0.64	(c)		10		14.12		$0
11/01/11		10/31/12		20.30		0.14		1.49		1.63		(0.02	)		(2.63	)		(2.65	)		19.28		0.85			1.15			0.72			13		9.85		0
08/15/11		10/31/11		19.44		0.01		0.85		0.86		—			—			—			20.30		0.85	(c)		1.24	(c)		0.17	(c)		36		4.42		0

(†) The data for fiscal periods ending after October 31, 2012 are unaudited.

(††) The ratio of expenses to average net assets includes the effects of expense offsets. If the expense offsets were excluded, the ratio would be equal to the ratio presented.

* Per share amounts have been calculated using the daily average share method.

(a) Not annualized for periods less than one year.

(b) Total returns are calculated without the imposition of either front-end or contingent deferred sales charges.

(c) Annualized.

(d) Per share amount is less than $0.005.

(e) The Eagle Growth & Income Fund changed its subadvisor effective June 1, 2011.

The accompanying notes are an integral part of the financial statements. 27

Notes to Financial Statements

(UNAUDITED) 04.30.2013

NOTE 1  _|  Organization and investment objective  _|  The Eagle Capital Appreciation Fund, Eagle Growth & Income Fund and Eagle Series Trust (each a “Trust” and collectively the “Trusts” or the “Eagle Family of Funds”) are organized as separate Massachusetts business trusts, and are registered under the Investment Company Act of 1940, as amended, as diversified, open-end management investment companies. Members of the Boards of Trustees (“Boards”) for the Trusts may serve as Trustees for one or more of the Trusts. Each Trust offers shares in the following series (each a “Fund” and collectively the “Funds”) and are advised by Eagle Asset Management, Inc. (“Eagle” or “Manager”).

• The Eagle Capital Appreciation Fund (“Capital Appreciation Fund”) seeks long-term capital appreciation.

• The Eagle Growth & Income Fund (“Growth & Income Fund”) primarily seeks long-term capital appreciation and, secondarily, seeks current income.

The Eagle Series Trust currently offers shares in seven series:

• The Eagle International Stock Fund (“International Stock Fund”) (commenced operations on February 28, 2013) seeks capital appreciation,

• The Eagle Investment Grade Bond Fund (“Investment Grade Bond Fund”) seeks current income and preservation of capital,

• The Eagle Mid Cap Growth Fund (“Mid Cap Growth Fund”) seeks long-term capital appreciation,

• The Eagle Mid Cap Stock Fund (“Mid Cap Stock Fund”) seeks long-term capital appreciation,

• The Eagle Small Cap Growth Fund (“Small Cap Growth Fund”) seeks long-term capital appreciation, and

• The Eagle Small Cap Stock Fund (“Small Cap Stock Fund”) (commenced operations on December 31, 2012) seeks capital appreciation, and

• The Eagle Smaller Company Fund (“Smaller Company Fund”) seeks capital growth.

The Eagle Series Trust also includes the Eagle Tax-Exempt Bond Fund which is not currently offered for sale.

Class offerings  _|  Each Fund is authorized and currently offers Class A, C, I, R-3 and R-5 shares to qualified buyers. The Growth & Income Fund, the International Stock Fund, the Mid Cap Growth Fund, the Mid Cap Stock Fund, the Small Cap Growth Fund, the Small Cap Stock Fund and the Smaller Company Fund are authorized and currently offer Class R-6 shares to qualified buyers.

• For all Funds except the Investment Grade Bond Fund, Class A shares are sold at a maximum front-end sales charge of 4.75%. For the Investment Grade Bond Fund, Class A shares are sold at a maximum front-end sales charge of 3.75%. Class A share investments greater than $1 million, which are not sold subject to a sales charge, may be subject to a contingent deferred sales charge (“CDSC”) of up to 1% of the lower of net asset value (“NAV”) or purchase price if redeemed within 18 months of purchase.

• Class C shares are sold subject to a CDSC of 1% of the lower of NAV or purchase price if redeemed within one year of purchase.

• Class I, Class R-3, Class R-5 and Class R-6 shares are each sold without a front-end sales charge or a CDSC to qualified buyers.

NOTE 2  |  Significant accounting policies

Use of estimates  _|  The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates and those differences could be material.

Valuation of securities  _|  The price of each Fund’s shares is based on the NAV per share of each class of a Fund. The Funds determine the NAV of their shares on each day the New York Stock Exchange (“NYSE”) is open for business, as of the close of the regular trading session (typically 4:00 p.m. Eastern Time) (“NYSE Close”), or earlier NYSE closing time that day. If the NYSE or other securities exchange modifies the published closing price of securities traded on that exchange after the NAV is calculated, the Manager is not required to recalculate the NAV.

Generally, the Funds value portfolio securities for which market quotations are readily available at market value; however, a Fund may adjust the market quotation price to reflect events that occur between the close of those markets and the time of the Fund’s determination of the NAV.

A market quotation may be considered unreliable or unavailable for various reasons, such as:

• The quotation may be stale;

• The quotation may be unreliable because the security is not actively traded;

28

Notes to Financial Statements

(UNAUDITED) 04.30.2013

• Trading on the security halted before the close of the trading market;

• Security is newly issued;

• Issuer-specific events occurred after the security halted trading; or

• Because of the passage of time between the close of the market on which the security trades and the close of the NYSE.

Issuer-specific events may cause the last market quotation to be unreliable. Such events may include:

• A merger or insolvency;

• Events which affect a geographical area or an industry segment, such as political events or natural disasters; or

• Market events, such as a significant movement in the U.S. markets.

Both the latest transaction prices and adjustments are furnished by independent pricing services subject to supervision by the Boards. The Funds value all other securities and assets for which market quotations are unavailable or unreliable at their fair value in good faith using Pricing and Valuation Procedures (“Procedures”) approved by the Boards. A Fund may fair value small-cap securities, for example, that are thinly traded or illiquid. Fair value is the amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their NAV.

Pursuant to the Procedures, the Boards have delegated the day-to-day responsibility for applying and administering the Procedures to a valuation committee comprised of certain officers of the Trusts and other employees of the Manager (“Valuation Committee”). The composition of this Valuation Committee may change from time to time. The Valuation Committee follows fair valuation guidelines as set forth in the Procedures to make fair value determinations on all securities and assets for which market quotations are unavailable or unreliable. For portfolio securities fair valued by the Valuation Committee, Eagle checks fair value prices by comparing the fair value of the security with values that are available from other sources (if any). Eagle compares the fair value of the security to the next-day opening price or next actual sale price, when applicable. Eagle documents and reports to the Valuation Committee such comparisons when they are made. The Valuation Committee reports such comparisons to the Boards

at their regularly scheduled meetings. The Boards retain the responsibility for periodic review and consideration of the appropriateness of any fair value pricing methodology established or implemented for a Fund. Fair value pricing methods, Procedures and pricing services can change from time to time as approved by the Boards, and may occur as a result of lookback testing results or changes in industry best practices.

There can be no assurance, however, that a fair value price used by a Fund on any given day will more accurately reflect the market value of a security than the market price of such security on that day, as fair valuation determinations may involve subjective judgments made by the Valuation Committee. Fair value pricing may deter shareholders from trading the Fund shares on a frequent basis in an attempt to take advantage of arbitrage opportunities resulting from potentially stale prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading. Specific types of securities are valued as follows:

• Domestic exchange-traded equity securities  |  Market quotations are generally available and reliable for domestic exchange-traded equity securities. If the prices provided by the pricing service and independent quoted prices are unreliable, the Valuation Committee will fair value the security using the Procedures.

• Foreign equity securities  |  If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the NYSE Close, closing market quotations may become unreliable. Consequently, fair valuation of portfolio securities may occur on a daily basis. The Fund may fair value a security if certain events occur between the time trading ends on a particular security and the Fund’s NAV calculation. The Fund may also fair value a particular security if the events are significant and make the closing price unreliable. If an issuer-specific event has occurred that Eagle determines, in its judgment, is likely to have affected the closing price of a foreign security, the Fund will price the security at fair value. Eagle also utilizes a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the NYSE Close. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on exchange rates provided by a pricing service. The pricing vendor, pricing methodology or degree of certainty may change

29

Notes to Financial Statements

(UNAUDITED) 04.30.2013

from time to time. Securities primarily traded on foreign markets may trade on days that are not business days of the Funds. Because the NAV of a Fund’s shares is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when shareholders would not be able to purchase or redeem shares of the Fund.

• Fixed income securities  |  Government bonds, corporate bonds, asset-backed bonds, municipal bonds and convertible securities, including high yield or junk bonds, normally are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. If the prices provided by the pricing service and independent quoted prices are unreliable, the Valuation Committee will fair value the security using the Procedures.

• Short-term securities  |  The amortized cost method of security valuation is used by the Funds (as set forth in Rule 2a-7 under the Investment Company Act of 1940, as amended) for short-term investments (investments that have a maturity date of 60 days or less). The amortized cost of an instrument is determined by valuing it at cost as of the time of purchase and thereafter accreting/ amortizing any purchase discount/premium at a constant rate until maturity. Amortized cost approximates fair value.

• Investment companies  |  Investments in other investment companies are valued at their reported NAV. In addition, investments in exchange traded funds are valued on the basis of market quotations, if available. If the prices provided by the pricing service and independent quoted prices are unreliable, the Valuation Committee will fair value the security using the Procedures.

Fair value measurements  |  Each Fund utilizes a three-level hierarchy of inputs to establish a classification of fair value measurements. The three levels are defined below:

Level 1—Valuations based on quoted prices for identical securities in active markets;

Level 2—Valuations based on inputs other than quoted prices that are observable, either directly or indirectly, including inputs in markets that are not considered active; and

Level 3—Valuations based on inputs that are unobservable and significant to the fair value measurement, and may include the Valuation Committee’s own assumptions on determining fair value of investments.

Inputs that are used in determining fair value of an investment may include price information, credit data, volatility statistics, and other factors. These inputs can be either observable or unobservable. The availability of observable inputs can vary between investments, and is affected by various factors such as the type of investment, and the volume and/or level of activity for that investment or similar investments in the marketplace. The inputs will be considered by the Valuation Committee, along with any other relevant factors in the calculation of an investment’s fair value. A Fund uses prices and inputs that are current as of the valuation date, which may include periods of market dislocations. During these periods, the availability of prices and inputs may be reduced for many investments. This condition could cause an investment to be reclassified between the various levels within the hierarchy.

Investments falling into the Level 3 category are primarily supported by quoted prices from brokers and dealers participating in the market for those investments. However, these may be classified as Level 3 investments due to lack of market transparency and corroboration to support these quoted prices. Additionally, valuation models may be used as the pricing source for any remaining investments classified as Level 3. These models may rely on one or more significant unobservable inputs and/or significant assumptions by the Valuation Committee. Inputs used in valuations may include, but are not limited to, financial statement analysis, capital account balances, discount rates and estimated cash flows, and comparable company data.

The following is a summary of the inputs used to value each Fund’s investments as of April 30, 2013.

	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Total
Capital Appreciation Fund
Domestic common stocks (a)		$320,928,265		$—		$320,928,265
Total investment portfolio		$320,928,265		$—		$320,928,265
Growth & Income Fund
Domestic common stocks (a)		$404,868,481		$—		$404,868,481
Total investment portfolio		$404,868,481		$—		$404,868,481

30

Notes to Financial Statements

(UNAUDITED) 04.30.2013

	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Total
International Stock Fund
Foreign common stocks
Advertising		$—		$14,277		$14,277
Aerospace/defense		—		29,272		29,272
Agriculture		—		45,200		45,200
Airlines		—		43,176		43,176
Auto manufacturers		—		236,290		236,290
Auto parts & equipment		—		110,743		110,743
Banks		—		420,680		420,680
Beverages		—		98,790		98,790
Biotechnology		—		77,933		77,933
Building materials		—		68,174		68,174
Chemicals		—		34,554		34,554
Commercial services		—		15,853		15,853
Computers		—		39,933		39,933
Cosmetics/personal care		—		17,832		17,832
Distribution/wholesale		—		333,349		333,349
Electric		—		48,906		48,906
Electronics		—		10,408		10,408
Engineering & construction		—		54,117		54,117
Entertainment		—		47,622		47,622
Food		—		75,778		75,778
Forest products & paper		—		8,995		8,995
Gas		—		6,538		6,538
Healthcare products		—		62,271		62,271
Healthcare services		—		18,892		18,892
Home builders		—		29,792		29,792
Home furnishings		—		11,682		11,682
Insurance		—		554,628		554,628
Lodging		—		8,904		8,904
Mining		—		17,658		17,658
Miscellaneous manufacturer		—		6,377		6,377
Oil & gas		—		133,433		133,433
Oil & gas services		—		5,793		5,793
Packaging & containers		—		6,760		6,760
Pharmaceuticals		—		262,928		262,928
Private equity		—		9,062		9,062
Real estate		—		34,948		34,948
Real estate investment trusts(REITs)		—		12,271		12,271
Retail		—		18,369		18,369
Semiconductors		—		6,527		6,527

	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Total
International Stock Fund (cont’d)
Software		$—		$10,589		$10,589
Telecommunications		—		343,117		343,117
Transportation		—		54,053		54,053
Total investment portfolio		$—		$3,446,474		$3,446,474
Investment Grade Bond Fund
Domestic corporate bonds (a)		$—		$35,961,062		$35,961,062
Mortgage and asset-backed securities		—		45,315,197		45,315,197
U.S. Treasuries		—		24,278,273		24,278,273
U.S. Government agency securities		—		5,446,112		5,446,112
Supranational banks		—		1,042,932		1,042,932
Total investment portfolio		$—		$112,043,576		$112,043,576
Mid Cap Growth Fund
Domestic common stocks (a)		$ 506,903,317		$ —		$506,903,317
Total investment portfolio		$ 506,903,317		$ —		$506,903,317
Mid Cap Stock Fund
Domestic common stocks (a)		$ 450,174,295		$ —		$450,174,295
Total investment portfolio		$ 450,174,295		$ —		$450,174,295
Small Cap Growth Fund
Domestic common stocks (a)		$3,295,626,382		$ —		$3,295,626,382
Total investment portfolio		$3,295,626,382		$ —		$3,295,626,382
Small Cap Stock Fund
Domestic common stocks (a)		$ 6,878,582		$ —		$ 6,878,582
Total investment portfolio		$ 6,878,582		$ —		$ 6,878,582
Smaller Company Fund
Domestic common stocks (a)		$ 87,417,973		$ —		$ 87,417,973
Investment companies		524,929		—		524,929
Holding companies		1,240,650		—		1,240,650
Total investment portfolio		$ 89,183,552		$ —		$ 89,183,552
(a) Please see the investment portfolio for detail by industry

During the period ended April 30, 2013, none of the Funds had any investment classified as Level 3 and there were no significant transfers in or out of levels 1, 2 or 3.

31

Notes to Financial Statements

(UNAUDITED) 04.30.2013

Foreign currency transactions  |  The books and records of each Fund are maintained in U.S. dollars. Foreign currency transactions are translated into U.S. dollars on the following basis: (i) market value of investment securities, other assets and other liabilities at the daily rates of exchange, and (ii) purchases and sales of investment securities, dividend and interest income and certain expenses at the rates of exchange prevailing on the respective dates of such transactions. Each Fund does not isolate that portion of gains and losses on investments which is due to changes in foreign exchange rates from that which is due to changes in market prices of the investments. Such fluctuations are included with the net realized and unrealized gains and losses from investment transactions. Net realized gain (loss) from foreign currency transactions and the net change in unrealized appreciation (depreciation) on translation of assets and liabilities denominated in foreign currencies include gains and losses between trade and settlement date on securities transactions, gains and losses arising from the purchase and sale of forward foreign currency exchange contracts and gains and losses between the ex and payment dates on dividends, interest and foreign withholding taxes. Net realized gain (loss) from foreign currency transactions also includes the effect of any Brazilian IOF tax.

Forward foreign currency exchange contracts  |  Each of the Funds except the Small Cap Growth Fund is authorized to enter into forward foreign currency exchange contracts which are used primarily to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated investment securities. Forward foreign currency exchange contracts are translated to U.S. dollars using forward exchange rates provided by a pricing service as of the close of the NYSE each valuation day and the unrealized gain or loss is included in the Statement of Assets and Liabilities. When the contracts are closed, the gain or loss is realized. Realized and unrealized gains and losses are included in the Statements of Operations. Risks may arise from unanticipated movements in the currency’s value relative to the U.S. dollar and from the possible inability of counter-parties to meet the terms of their contracts.

Real estate investment trusts (“REITs”)  |  There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates. Dividend income is recorded at the Manager’s estimate of the income included in distributions from the REIT investments. Distributions received in excess of the estimated amount are recorded as a reduction of the cost of the investments. The

actual amounts of income, return of capital and capital gains are only determined by each REIT after the fiscal year-end and may differ from the estimated amounts.

Repurchase agreements  |  Each Fund may enter into repurchase agreements whereby a Fund, through its custodian, receives delivery of the underlying securities, the market value of which at the time of purchase is required to be in an amount of at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of market value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred. At April 30, 2013, none of the Funds held a repurchase agreement.

Revenue recognition  |  Investment security transactions are accounted for on a trade date basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis.

Foreign capital gains taxes  |  The Funds may be subject to taxes imposed by countries in which they invest, with respect to their investments in issuers existing or operating in such countries. Such taxes are generally based on income earned or repatriated and capital gains realized on the sale of such investments. The Funds may accrue such taxes when the related income or tax gains are earned. Some countries require governmental approval for the repatriation of investment income, capital or the proceeds of sales earned by foreign investors.

Expenses  |  Each Fund is charged for certain expenses that are directly attributable to it, and certain other expenses are allocated proportionately among the Eagle Family of Funds based upon methods approved by the Boards. Expenses that are directly attributable to a specific class of shares, such as distribution fees, shareholder servicing fees and administrative fees, are charged directly to that class. Other expenses of each Fund are allocated to each class of shares based upon its relative percentage of net assets. The Funds have entered into an arrangement with the custodian whereby each Fund receives credits on uninvested cash balances which are used to offset a portion of each Fund’s expenses. These custodian credits are shown as “Expense offsets” in the Statement of Operations.

Class allocations  |  Each class of shares has equal rights to earnings and assets except that each class may bear different expenses for administration, distribution and/or shareholder

32

Notes to Financial Statements

(UNAUDITED) 04.30.2013

services. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

Distribution of income and gains  |  Each Fund except the Investment Grade Bond Fund and the Growth & Income Fund distributes net investment income annually. Distributions of net investment income in the Investment Grade Bond Fund and the Growth & Income Fund are made monthly and quarterly, respectively. Net realized gains from investment transactions during any particular fiscal year in excess of available capital loss carryforwards, which, if not distributed, would be taxable to each Fund, will be distributed to shareholders in the following fiscal year. Each Fund uses the identified cost method for determining realized gain or loss on investments for both financial and federal income tax reporting purposes.

All dividends paid by the Funds from net investment income are deemed to be ordinary income for federal income tax purposes. Dividends paid to shareholders from net investment income were as follows:

Distributions from net investment income	11/1/12 to 04/30/13		11/1/11 to 10/31/12
Capital Appreciation Fund
Class A		$755,280		$—
Class C		—		—
Class I		97,035		—
Class R-3		215		—
Class R-5		225,574		—
Growth & Income Fund
Class A		2,400,044		3,227,251
Class C		1,251,584		1,520,090
Class I		655,982		808,093
Class R-3		39,473		30,718
Class R-5		3,287		2,434
Class R-6		44		63
Investment Grade Bond Fund
Class A		288,017		746,484
Class C		31,048		227,963
Class I		35,065		71,307
Class R-3		89		400
Class R-5		16		39

Distributions from net investment income (cont’d)	11/1/12 to 04/30/13		11/1/11 to 10/31/12
Small Cap Growth Fund
Class A		$—		$—
Class C		—		—
Class I		509,544		—
Class R-3		—		—
Class R-5		49,029		—
Class R-6		344,748		—
Smaller Company Fund
Class A		62,795		—
Class C		—		—
Class I		489,714		29,572
Class R-3		527		—
Class R-5		30		4
Class R-6		27		2

Distributions paid to shareholders from net realized gains were as follows:

Distributions from net realized gains	11/1/12 to 04/30/13		11/1/11 to 10/31/12
Growth & Income Fund
Class A		$3,223,192		$6,921,356
Class C		2,285,085		4,328,785
Class I		780,909		858,710
Class R-3		57,965		45,466
Class R-5		3,124		545
Class R-6		55		131
Investment Grade Bond Fund
Class A		1,509,825		503,904
Class C		1,440,673		469,581
Class I		138,866		34,172
Class R-3		671		436
Class R-5		65		23
Mid Cap Growth Fund
Class A		8,276,297		—
Class C		3,374,447		—
Class I		2,852,287		—
Class R-3		298,730		—
Class R-5		1,077,505		—
Class R-6		29,351		—

33

Notes to Financial Statements

(UNAUDITED) 04.30.2013

Distributions from net realized gains (cont’d)	11/1/12 to 04/30/13		11/1/11 to 10/31/12
Mid Cap Stock Fund
Class A		$35,266,770		$ —
Class C		23,055,849		—
Class I		16,236,433		—
Class R-3		947,815		—
Class R-5		486,525		—
Class R-6		396		—
Smaller Company Fund
Class A		975,450		1,561,809
Class C		562,596		878,269
Class I		4,166,354		8,026,202
Class R-3		10,864		1,082
Class R-5		245		400
Class R-6		207		339

Offering costs  |  Offering costs of $88,129 and $127,995 associated with the formation of the International Stock Fund and the Small Cap Stock Fund were accounted for as a deferred charge and are amortized on a straight line basis over 12 months from the date of commencement of operations. For the period ended April 30, 2013, the International Stock Fund and the Small Cap Stock Fund amortized to expenses of $21,062 and $37,754, respectively, and as of April 30, 2013, $67,067 and $90,241, respectively, of offering cost remain deferred.

Other  |  In the normal course of business the Funds enter into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds and/or its affiliates that have not yet occurred. However, based on experience, the risk of loss to each Fund is expected to be remote.

NOTE 3  |   Purchases and sales of securities  |  For the period ended April 30, 2013, purchases and sales of investment securities (excluding repurchase agreements and short-term obligations) were as follows:

	Purchases		Sales
Capital Appreciation Fund		$60,804,121		$85,170,360
Growth & Income Fund		86,856,817		70,187,422
International Stock Fund		3,322,404		—
Investment Grade Bond Fund
Long-Term Debt Securities		43,296,120		59,056,008

	Purchases		Sales
Long-Term U.S. Treasury Securities		$ 9,394,414		$ 8,931,221
Mid Cap Growth Fund		147,396,910		123,892,849
Mid Cap Stock Fund		83,074,565		225,341,257
Small Cap Growth Fund		767,337,909		551,032,133
Small Cap Stock Fund		7,064,942		407,832
Smaller Company Fund		10,873,631		7,867,328

NOTE 4  |  Investment advisory fees and other transactions with affiliates  |  Each Fund agreed to pay to the Manager an investment advisory and an administrative fee equal to an annualized rate based on a percentage of each Fund’s average daily net assets, computed daily and payable monthly. For advisory services provided by the Manager, the investment advisory rate for each Fund was as follows:

Investment advisory fee rate schedule	Breakpoint	Investment advisory fee
Capital Appreciation Fund	First $1 billion		0.60	%
	Over $1 billion		0.55	%
Growth & Income Fund	First $100 million $100 million to $500 million Over $500 million		0.60 0.45 0.40	%  %  %
International Stock Fund	All assets		0.85	%
Investment Grade Bond Fund	All assets		0.30	%
Mid Cap Growth Fund, Mid Cap Stock	First $500 million		0.60	%
Fund, Small Cap Growth Fund,	$500 million to $1 billion		0.55	%
Smaller Company Fund	Over $1 billion		0.50	%
Small Cap Stock Fund	All assets		0.60	%

For administrative services provided by the Manager, each Fund agreed to pay an administrative rate of 0.15% for Class A, Class C and Class R-3 shares and 0.10% for Class I, Class R-5 and Class R-6 shares.

Subadvisory fees  |  The Manager entered into subadvisory agreements with certain parties to provide investment advice, portfolio management services (including the placement of brokerage orders), certain compliance and other services to the Funds.

The Manager entered into a subadvisory agreement with an unaffiliated party to serve as subadviser to the Capital Appreciation Fund.

The Manager entered into a subadivsory agreement with ClariVest Asset Management LLC (“ClariVest”), an affiliate of Eagle, to serve as subadvisor for the International Stock Fund.

34

Notes to Financial Statements

(UNAUDITED) 04.30.2013

Under this agreement, Eagle pays ClariVest an annualized rate of 0.85% on all assets as a percentage of the Fund’s average daily net assets, computed daily and payable monthly.

The Manager entered into a subadvisory agreement with Eagle Boston Investment Management, Inc. (“EBIM”), an affiliate of Eagle, to serve as subadviser for the Smaller Company Fund. Under this agreement, Eagle pays EBIM an annualized rate of 0.375% on the first $500 million of total assets, 0.35% on assets between $500 million and $1 billion, and 0.325% on all assets over $1 billion as a percentage of the Fund’s average daily net assets, computed daily and payable monthly.

Distribution and service fees  |  Pursuant to the Class A, Class C and Class R-3 Distribution plans and in accordance with Rule 12b-1 of the Investment Company Act of 1940, as amended (“Rule 12b-1 Plans”), the Funds are authorized to pay Eagle Fund Distributors, Inc. (“Distributor”), an affiliate of the Manager, a fee based on the average daily net assets for each class of shares, accrued daily and payable monthly. Each Fund of the Series Trust is authorized to pay the Distributor distribution and service fees of up to 0.35% of that fund’s average daily net assets attributable to Class A shares of that fund. The Capital Appreciation Fund and the Growth & Income Fund are authorized to pay the Distributor distribution and service fees of up to 0.50% of those Funds’ average daily net assets attributable to Class A shares of those Funds. Currently, the distribution and service fee is 0.25% for Class A shares. Each Fund is authorized to pay the Distributor distribution and services fees of 1% for Class C shares, and 0.50% for Class R-3 shares. The Funds do not incur any direct distribution expenses related to Class I, Class R-5 or Class R-6 shares. However, Eagle or any third party may make payments for the sale and distribution of Class I, Class R-5 or Class R-6 shares from its own resources.

Sales charges  |  For the period ended April 30, 2013, total front-end sales charges and CDSCs paid to the Distributor were as follows:

	Front-end sales charges		Contingent deferred sales charges
	Class A		Class A		Class C
Capital Appreciation Fund		$54,322		$—		$770
Growth & Income Fund		189,110		659		1,315
International Stock Fund		182		—		—
Investment Grade Bond Fund		10,524		—		531

	Front-end sales charges		Contingent deferred sales charges
	Class A		Class A		Class C
Mid Cap Growth Fund		$60,575		$—		$1,721
Mid Cap Stock Fund		65,857		20		5,169
Small Cap Growth Fund		266,885		—		4,427
Small Cap Stock Fund		33,825		—		124
Smaller Company Fund		7,482		—		61

The Distributor paid commissions to salespersons from these fees and incurred other distribution costs.

Agency commissions  |  For the period ended April 30, 2013, total agency brokerage commissions paid by the Funds and agency brokerage commissions paid directly to Raymond James & Associates, Inc. (“RJA”), an affiliate of the Manager, were as follows:

	Total agency brokerage commissions		Paid to Raymond James & Associates, Inc.
Capital Appreciation Fund		$101,012		$—
Growth & Income Fund		34,309		—
International Stock Fund		1,658		—
Investment Grade Bond Fund		—		—
Mid Cap Growth Fund		193,975		3,166
Mid Cap Stock Fund		91,076		21,630
Small Cap Growth Fund		757,510		1,500
Small Cap Stock Fund		2,420		32
Smaller Company Fund		10,619		349

Internal audit fees  |  RJA provides internal audit services to the Funds. Each Fund pays RJA a fixed and/or hourly fee for these services.

Shareholder servicing fees  |  Eagle Fund Services, Inc. (“EFS”), an affiliate of the Manager, is the shareholder servicing agent for each of the Funds. EFS’ actual cost of providing such services is reimbursed by the Funds on a pro-rata basis of each Fund’s relative total net assets. The amount of shareholder servicing fees charged to the Funds were as follows:

Shareholder servicing fees	11/01/2012 to 4/30/2013
Capital Appreciation Fund Class A		$6,490
Capital Appreciation Fund Class C		2,200
Capital Appreciation Fund Class I		494
Capital Appreciation Fund Class R-3		21
Capital Appreciation Fund Class R-5		1,067

35

Notes to Financial Statements

(UNAUDITED) 04.30.2013

Shareholder servicing fees (cont’d)	11/01/2012 to 4/30/2013
Capital Appreciation Fund Class R-6		N/A
Growth & Income Fund Class A		$6,167
Growth & Income Fund Class C		4,257
Growth & Income Fund Class I		1,530
Growth & Income Fund Class R-3		112
Growth & Income Fund Class R-5		8
Growth & Income Fund Class R-6		—
International Stock Fund Class A (a)		13
International Stock Fund Class C (a)		18
International Stock Fund Class I (a)		—	(b)
International Stock Fund Class R-3 (a)		—	(b)
International Stock Fund Class R-5 (a)		—	(b)
International Stock Fund Class R-6 (a)		—
Investment Grade Bond Fund Class A		2,030
Investment Grade Bond Fund Class C		1,945
Investment Grade Bond Fund Class I		195
Investment Grade Bond Fund Class R-3		1
Investment Grade Bond Fund Class R-5		—	(b)
Investment Grade Bond Fund Class R-6		N/A
Mid Cap Growth Fund Class A		8,198
Mid Cap Growth Fund Class C		2,909
Mid Cap Growth Fund Class I		3,013
Mid Cap Growth Fund Class R-3		300
Mid Cap Growth Fund Class R-5		1,090
Mid Cap Growth Fund Class R-6		—
Mid Cap Stock Fund Class A		7,553
Mid Cap Stock Fund Class C		4,481
Mid Cap Stock Fund Class I		3,779
Mid Cap Stock Fund Class R-3		239
Mid Cap Stock Fund Class R-5		123
Mid Cap Stock Fund Class R-6		—
Small Cap Growth Fund Class A		25,419
Small Cap Growth Fund Class C		4,702
Small Cap Growth Fund Class I		47,848
Small Cap Growth Fund Class R-3		3,258
Small Cap Growth Fund Class R-5		8,782
Small Cap Growth Fund Class R-6		—
Small Cap Stock Fund Class A (c)		39
Small Cap Stock Fund Class C (c)		47
Small Cap Stock Fund Class I (c)		9
Small Cap Stock Fund Class R-3 (c)		—	(b)
Small Cap Stock Fund Class R-5 (c)		—	(b)
Small Cap Stock Fund Class R-6 (c)		—
Smaller Company Fund Class A		483

Shareholder servicing fees (cont’d)	11/01/2012 to 4/30/2013
Smaller Company Fund Class C		$268
Smaller Company Fund Class I		2,073
Smaller Company Fund Class R-3		6
Smaller Company Fund Class R-5		—	(b)
Smaller Company Fund Class R-6		—
(a) For the period February 28, 2013 (commencement of operations) to April 30, 2013. (b) Amount is rounded to zero. (c) For the period December 31, 2012 (commencement of operations) to April 30, 2013.

Expense limitations  |  Eagle has contractually agreed to reduce its fees and/or reimburse expenses to each class to the extent that the annual operating expense rate for each class of shares exceeds the following annualized rates as a percentage of average daily net assets of each class of shares.

Expense limitations rate schedule	Class A			Class C			Class I
Capital Appreciation Fund		1.40	%		2.20	%		0.95	%
Growth & Income Fund		1.40	%		2.20	%		0.95	%
International Stock Fund		1.75	%		2.55	%		1.15	%
Investment Grade Bond Fund		0.85	%		1.65	%		0.60	%
Mid Cap Growth Fund		1.50	%		2.30	%		0.95	%
Mid Cap Stock Fund		1.50	%		2.30	%		0.95	%
Small Cap Growth Fund		1.50	%		2.30	%		0.95	%
Small Cap Stock Fund		1.50	%		2.30	%		0.95	%
Smaller Company Fund		1.50	%		2.30	%		0.95	%
Expense limitations rate schedule (cont’d)	Class R-3			Class R-5			Class R-6
Capital Appreciation Fund		1.65	%		0.95	%		N/A
Growth & Income Fund		1.65	%		0.95	%		0.85	%
International Stock Fund		1.75	%		1.15	%		1.05	%
Investment Grade Bond Fund		1.15	%		0.60	%		N/A
Mid Cap Growth Fund		1.70	%		0.95	%		0.85	%
Mid Cap Stock Fund		1.70	%		0.95	%		0.85	%
Small Cap Growth Fund		1.70	%		0.95	%		0.85	%
Small Cap Stock Fund		1.70	%		0.95	%		0.85	%
Smaller Company Fund		1.70	%		0.95	%		0.85	%

Fees and expenses waived and/or reimbursed based on the expense rate limitation schedule were as follows:

Expenses waived and/or reimbursed	11/1/2012 to 4/30/2013
International Stock Fund (a)		$70,464
International Stock Fund Class I (a)		1
International Stock Fund Class R-3 (a)		—	(c)

36

Notes to Financial Statements

(UNAUDITED) 04.30.2013

Expenses waived and/or reimbursed (cont’d)	11/1/2012 to 4/30/2013
International Stock Fund Class R-5 (a)		$1
International Stock Fund Class R-6 (a)		1
Investment Grade Bond Fund Class A		41,177
Investment Grade Bond Fund Class C		30,481
Investment Grade Bond Fund Class I		3,370
Investment Grade Bond Fund Class R-3		36
Investment Grade Bond Fund Class R-5		1
Mid Cap Stock Fund Class I		115,668
Mid Cap Stock Fund Class R-5		10,069
Small Cap Stock Fund (b)		129,327
Small Cap Stock Fund Class A (b)		1,772
Small Cap Stock Fund Class C (b)		107
Small Cap Stock Fund Class I (b)		21,916
Small Cap Stock Fund Class R-3 (b)		63
Small Cap Stock Fund Class R-5 (b)		1
Small Cap Stock Fund Class R-6 (b)		2
Smaller Company Fund		27,280
Smaller Company Fund Class I		55,881
Smaller Company Fund Class R-3		158
Smaller Company Fund Class R-5		3
Smaller Company Fund Class R-6		3
(a) For the period February 28, 2013 (commencement of operations) to April 30, 2013. (b) For the period December 31, 2012 (commencement of operations) to April 30, 2013. (c) Amount is rounded to zero.

A portion or all of a Fund’s fees and expenses reduced and/or reimbursed by the Manager in prior fiscal years may be recoverable by Eagle prior to their expiration date. Eagle must recover from the same class of shares any previously reduced and/or reimbursed fees and expenses within two years from the Fund’s fiscal year-end during which the fees and expenses where originally reduced and/or reimbursed. Previously reduced and/or reimbursed fees and expenses are recovered by Eagle when expenses in the current fiscal year fall below the expense rate limitation then in effect. The following table shows the amounts that Eagle may be allowed to recover by class of shares and the date in which these amounts will expire.

Recoverable expenses	10/31/2015			10/31/2014		10/31/2013
International Stock Fund		$70,464			$N/A		$N/A
International Stock Fund Class I		1			N/A		N/A
International Stock Fund Class R-3		—	(a)		N/A		N/A
International Stock Fund Class R-5		1			N/A		N/A
International Stock Fund Class R-6		1			N/A		N/A
Investment Grade Bond Fund		—			—		1

Recoverable expenses (cont’d)	10/31/2015		10/31/2014		10/31/2013
Investment Grade Bond Fund Class A		$41,177		$124,126		$96,010
Investment Grade Bond Fund Class C		30,481		94,101		71,573
Investment Grade Bond Fund Class I		3,370		8,350		4,295
Investment Grade Bond Fund Class R-3		36		131		124
Investment Grade Bond Fund Class R-5		1		3		142
Mid Cap Stock Fund Class I		115,668		—		—
Mid Cap Stock Fund Class R-5		10,069		—		—
Small Cap Stock Fund		129,327		N/A		N/A
Small Cap Stock Fund Class A		1,772		N/A		N/A
Small Cap Stock Fund Class C		107		N/A		N/A
Small Cap Stock Fund Class I		21,916		N/A		N/A
Small Cap Stock Fund Class R-3		63		N/A		N/A
Small Cap Stock Fund Class R-5		1		N/A		N/A
Small Cap Stock Fund Class R-6		2		N/A		N/A
Smaller Company Fund		27,280		57,411		87,392
Smaller Company Fund Class I		55,881		86,779		77,351
Smaller Company Fund Class R-3		158		—		—
Smaller Company Fund Class R-5		3		8		1
Smaller Company Fund Class R-6		3		7		1
(a) Amount is rounded to zero.

The Manager recovered previously waived expenses as follows:

Recovered fees previously waived	11/1/2012 to 4/30/2013
Growth & Income Fund Class R-6		$1
Mid Cap Stock Fund Class R-6		2

Trustees and officers compensation  |  Each Trustee of the Eagle Family of Funds who is not an employee of the Manager receives an annual retainer along with meeting fees for those Eagle Family of Funds’ regular or special meetings attended in person and 25% of such fees are received for telephonic meetings. All reasonable out-of-pocket expenses are also reimbursed. Except when directly attributable to a Fund, Trustees’ fees and expenses are allocated on a pro rata basis among each Fund in the Eagle Family of Funds. The pro rata allocation is for each Fund for which the Trustee is elected to serve. Certain officers of the Eagle Family of Funds may also be officers and/or directors of Eagle. Such officers receive no compensation from the Funds except for the Funds’ Chief Compliance Officer. A portion of the Chief Compliance Officer’s total compensation is paid equally by each Fund in the Eagle Family of Funds.

NOTE 5  |  Federal income taxes and distributions  |  Each Fund is treated as a single corporate taxpayer as provided for in the Tax Reform Act of 1986, as amended. Accordingly, no provision for federal income taxes is required since each of the Funds intends

37

Notes to Financial Statements

(UNAUDITED) 04.30.2013

to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders all of its taxable income and gains. The Manager has analyzed the Funds’ tax positions taken or expected to be taken on federal income tax returns for all open tax years (tax years ended October 31, 2009 to October 31, 2012) and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Federal income tax regulations differ from accounting principles generally accepted in the United States of America; therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character; these adjustments have no effect on net assets or NAV per share. Financial reporting records are not adjusted for temporary differences.

NOTE 6  |  Fund Reorganization  |  After the close of business on January 20, 2012, the Growth & Income Fund acquired the net assets of the Eagle Large Cap Core Fund (“Large Cap Core Fund”) pursuant to a Plan of Reorganization and Termination as approved by the Board of Trustees of Eagle Series Trust on August 16, 2011. The purpose of this merger was to combine funds managed by Eagle Asset Management, Inc. with substantially similar investment objectives, although they employed different investment policies and strategies to reach those objectives. For accounting purposes, this transaction is treated as a merger. The reorganization was accomplished by a tax-free exchange resulting in the Growth & Income Fund issuing 601,815 Class A shares, 588,982 Class C shares, 372,654 Class I shares and 1,595 Class R-5 shares (valued at $7,847,558, $7,436,436, $4,853,721 and $20,748, respectively) in exchange for 560,928 Class A shares, 539,815 Class C shares, 342,710 Class I shares and 1,455 Class R-5 shares of the Large Cap Core Fund. The securities held by the Large Cap Core Fund, with a fair value of $20,270,102 and identified cost of $19,073,144 at January 20, 2012, were the principal assets acquired by the Growth & Income Fund. For financial reporting purposes, assets received and shares issued by the Growth & Income Fund were recorded at fair value; however, the cost basis of the investments from the Large Cap Core Fund was carried forward to align ongoing reporting of the Growth & Income Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. The Large Cap Core Fund’s net assets at the merger date of $20,158,463, including $1,196,958 of unrealized appreciation, were combined with those of the Growth & Income Fund. Assuming the acquisition had been completed on November 1, 2011, the beginning of the annual reporting period of the Growth & Income Fund, pro forma results of operations for

the fiscal year ended October 31, 2012 would include net investment income of $6,172,310, and net realized and unrealized gain on investments of $29,708,120, resulting in an increase in net assets from operations of $35,880,430. Because the combined investment portfolios have been managed as a single integrated portfolio since acquisition date, it is not practicable to separate the amounts of revenue and earnings of the Large Cap Core Fund that have been included in the Growth & Income Fund‘s statement of operations since the merger date, January, 20, 2012. Prior to the combination, the net assets of the Growth & Income Fund totaled $255,648,243. Immediately after the combination, the net assets of the Growth & Income Fund totaled $275,806,706.

NOTE 7  |  Subsequent events  |  The Board of Trustees of the Eagle Capital Appreciation Fund approved a change of subadviser for the Fund from Goldman Sachs Asset Management L.P. (“GSAM”) to ClariVest Asset Management LLC (“ClariVest”), pending shareholder approval of a new subadvisory agreement between Eagle Asset Management, Inc. (“Eagle”) and ClariVest (the “New Agreement”).

The New Agreement will be on substantially the same terms as the subadvisory agreement between Eagle and GSAM, except that the fee that Eagle will pay to ClariVest will be higher than the fee Eagle currently pays to GSAM. However, the advisory fee that the Fund pays to Eagle will not change and there will be no corresponding increase in the expenses paid by shareholders. Eagle currently owns a 45% interest in ClariVest and, under certain circumstances, may increase its ownership interest in future years.

Shareholders of record as of April 5, 2013 (“Record Date”) are eligible to vote on the New Agreement at a special meeting of shareholders currently adjourned to June 28, 2013, or any adjournment thereof (the “Special Meeting”). GSAM will continue to serve as the Fund’s subadviser until the Special Meeting. If the New Agreement is approved at the Special Meeting, GSAM will cease to serve as subadviser to the Fund and ClariVest will begin serving as the Fund’s subadviser. If shareholders do not approve the New Agreement, GSAM will cease to serve as subadviser to the Fund and Eagle will manage the Fund directly.

In addition, shareholders are being asked to elect a new trustee, Lincoln Kinnicutt, to the Fund’s Board of Trustees (“Board”). If elected, Mr. Kinnicutt would serve as an “Independent Trustee” effective upon the termination of GSAM. Mr. Kinnicutt also serves as an Independent Trustee on the boards of the other mutual funds in the Eagle Family of Funds.

38

Understanding Your Ongoing Costs

(UNAUDITED) 04.30.2013

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges on purchases, contingent deferred sales charges, or redemption fees; and (2) ongoing costs, including investment advisory fees, distribution (12b-1) fees, and other Fund expenses. The following sections are 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. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect one-time transaction expenses, such as sales charges or redemption fees. Therefore, if these transactional costs were included, your costs would have been higher. For more information, see your Fund’s prospectus or contact your financial advisor.

Actual expenses  |  The table below shows the actual expenses you would have paid on a $1,000 investment in each Fund on November 1, 2012, and held through April 30, 2013. It also shows how much a $1,000 investment would be worth at the close of the year, assuming actual returns after ongoing expenses. This table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. 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 line under the heading entitled “Expenses paid during period” to estimate the expenses you paid on your account during this period.

Actual	Beginning Account Value November 1, 2012		Ending Account Value April 30, 2013		Expenses paid during period (a)		Annualized expense ratio (%)
Capital Appreciation Fund
Class A		$1,000.00		$1,142.70		$6.64		1.25
Class C		1,000.00		1,138.60		10.45		1.97
Class I		1,000.00		1,144.60		4.84		0.91
Class R-3		1,000.00		1,140.20		8.54		1.61
Class R-5		1,000.00		1,144.30		5.00		0.94
Growth & Income Fund
Class A		1,000.00		1,160.80		5.84		1.09
Class C		1,000.00		1,156.20		9.84		1.84
Class I		1,000.00		1,162.60		4.34		0.81
Class R-3		1,000.00		1,159.20		7.50		1.40
Class R-5		1,000.00		1,162.60		3.86		0.72
Class R-6		1,000.00		1,162.30		4.50		0.84
International Stock Fund (b)
Class A		1,000.00		1,052.50		2.50		1.46
Class C		1,000.00		1,051.10		3.79		2.21
Class I		1,000.00		1,053.20		1.97		1.15
Class R-3		1,000.00		1,051.80		3.00		1.75
Class R-5		1,000.00		1,053.20		1.97		1.15
Class R-6		1,000.00		1,053.20		1.80		1.05
Investment Grade Bond Fund
Class A		1,000.00		1,007.10		4.23		0.85
Class C		1,000.00		1,003.00		8.19		1.65
Class I		1,000.00		1,008.30		2.99		0.60
Class R-3		1,000.00		1,005.60		5.72		1.15
Class R-5		1,000.00		1,008.20		2.99		0.60
Mid Cap Growth Fund
Class A		1,000.00		1,175.60		6.53		1.21
Class C		1,000.00		1,171.50		10.39		1.93
Class I		1,000.00		1,177.60		4.70		0.87
Class R-3		1,000.00		1,174.20		8.09		1.50
Class R-5		1,000.00		1,177.40		4.86		0.90
Class R-6		1,000.00		1,178.20		4.27		0.79
Mid Cap Stock Fund
Class A		1,000.00		1,154.90		6.73		1.26
Class C		1,000.00		1,151.30		10.61		1.99
Class I		1,000.00		1,157.00		5.08		0.95
Class R-3		1,000.00		1,153.50		8.17		1.53
Class R-5		1,000.00		1,156.50		5.08		0.95
Class R-6		1,000.00		1,157.50		4.39		0.82

39

Understanding Your Ongoing Costs

(UNAUDITED) 04.30.2013

Actual (cont’d)	Beginning Account Value November 1, 2012		Ending Account Value April 30, 2013		Expenses paid during period (a)		Annualized expense ratio (%)
Small Cap Growth Fund
Class A		$1,000.00		$1,147.80		$5.91		1.11
Class C		1,000.00		1,143.60		9.73		1.83
Class I		1,000.00		1,149.30		4.26		0.80
Class R-3		1,000.00		1,146.00		7.34		1.38
Class R-5		1,000.00		1,149.20		4.21		0.79
Class R-6		1,000.00		1,150.30		3.68		0.69
Small Cap Stock Fund (c)
Class A		1,000.00		1,111.30		5.21		1.50
Class C		1,000.00		1,107.80		7.97		2.30
Class I		1,000.00		1,113.40		3.30		0.95
Class R-3		1,000.00		1,109.90		5.90		1.70
Class R-5		1,000.00		1,112.00		3.30		0.95
Class R-6		1,000.00		1,112.70		2.96		0.85
Smaller Company Fund
Class A		1,000.00		1,138.30		7.21		1.36
Class C		1,000.00		1,134.20		11.22		2.12
Class I		1,000.00		1,140.60		5.04		0.95
Class R-3		1,000.00		1,136.50		8.90		1.68
Class R-5		1,000.00		1,140.80		5.04		0.95
Class R-6		1,000.00		1,141.20		4.51		0.85

(a) Expenses are calculated using each Fund’s annualized expense ratios for each class of shares, multiplied by the average account value for the period, then multiplying the result by the actual number of days in the period (181), and then dividing that result by the actual number of days in the fiscal year (365).

(b) Actual number of days in period is 61 for calculation.

(c) Actual number of days in period is 120 for calculation.

Hypothetical example for comparison purposes  |  All mutual funds now follow guidelines to assist shareholders in comparing expenses between different funds. Per these guidelines, the table below shows each Fund’s expenses based on a $1,000 investment held from November 1, 2012 through April 30, 2013 and assuming for this period a hypothetical 5% annualized rate of return before ongoing expenses, which is not the Fund’s actual return. Please note that you should not use this information to estimate your actual ending account balance and expenses paid during the period. You can use this information to compare the ongoing expenses (but not transaction expenses or total costs) of investing in the Funds with those of other funds. All mutual fund shareholder reports will provide this information to help you make this comparison.

Hypothetical	Beginning Account Value November 1, 2012		Ending Account Value April 30, 2013		Expenses paid during period (a)		Annualized expense ratio (%)
Capital Appreciation Fund
Class A		$1,000.00		$1,018.60		$6.26		1.25
Class C		1,000.00		1,015.03		9.84		1.97
Class I		1,000.00		1,020.28		4.56		0.91
Class R-3		1,000.00		1,016.81		8.05		1.61
Class R-5		1,000.00		1,020.13		4.71		0.94
Growth & Income Fund
Class A		1,000.00		1,019.39		5.46		1.09
Class C		1,000.00		1,015.67		9.20		1.84
Class I		1,000.00		1,020.78		4.06		0.81
Class R-3		1,000.00		1,017.85		7.00		1.40
Class R-5		1,000.00		1,021.22		3.61		0.72
Class R-6		1,000.00		1,020.63		4.21		0.84
International Stock Fund
Class A		1,000.00		1,017.55		7.30		1.46
Class C		1,000.00		1,013.84		11.04		2.21
Class I		1,000.00		1,019.09		5.76		1.15
Class R-3		1,000.00		1,016.12		8.75		1.75
Class R-5		1,000.00		1,019.09		5.76		1.15
Class R-6		1,000.00		1,019.59		5.26		1.05

Understanding Your Ongoing Costs

(UNAUDITED) 04.30.2013

Hypothetical (cont’d)	Beginning Account Value November 1, 2012		Ending Account Value April 30, 2013		Expenses paid during period (a)		Annualized expense ratio (%)
Investment Grade Bond Fund
Class A		$1,000.00		$1,020.58		$4.26		0.85
Class C		1,000.00		1,016.61		8.25		1.65
Class I		1,000.00		1,021.82		3.01		0.60
Class R-3		1,000.00		1,019.09		5.76		1.15
Class R-5		1,000.00		1,021.82		3.01		0.60
Mid Cap Growth Fund
Class A		1,000.00		1,018.79		6.06		1.21
Class C		1,000.00		1,015.22		9.64		1.93
Class I		1,000.00		1,020.48		4.36		0.87
Class R-3		1,000.00		1,017.36		7.50		1.50
Class R-5		1,000.00		1,020.33		4.51		0.90
Class R-6		1,000.00		1,020.88		3.96		0.79
Mid Cap Stock Fund
Class A		1,000.00		1,018.55		6.31		1.26
Class C		1,000.00		1,014.93		9.94		1.99
Class I		1,000.00		1,020.08		4.76		0.95
Class R-3		1,000.00		1,017.21		7.65		1.53
Class R-5		1,000.00		1,020.08		4.76		0.95
Class R-6		1,000.00		1,020.73		4.11		0.82
Small Cap Growth Fund
Class A		1,000.00		1,019.29		5.56		1.11
Class C		1,000.00		1,015.72		9.15		1.83
Class I		1,000.00		1,020.83		4.01		0.80
Class R-3		1,000.00		1,017.95		6.90		1.38
Class R-5		1,000.00		1,020.88		3.96		0.79
Class R-6		1,000.00		1,021.37		3.46		0.69
Small Cap Stock Fund
Class A		1,000.00		1,017.36		7.50		1.50
Class C		1,000.00		1,013.39		11.48		2.30
Class I		1,000.00		1,020.08		4.76		0.95
Class R-3		1,000.00		1,016.36		8.50		1.70
Class R-5		1,000.00		1,020.08		4.76		0.95
Class R-6		1,000.00		1,020.58		4.26		0.85
Smaller Company Fund
Class A		1,000.00		1,018.05		6.81		1.36
Class C		1,000.00		1,014.28		10.59		2.12
Class I		1,000.00		1,020.08		4.76		0.95
Class R-3		1,000.00		1,016.46		8.40		1.68
Class R-5		1,000.00		1,020.08		4.76		0.95
Class R-6		1,000.00		1,020.58		4.26		0.85

(a) Expenses are calculated using each Fund’s annualized expense ratios for each class of shares, multiplied by the average account value for the period, then multiplying the result by the actual number of days in the period (181), and then dividing that result by the actual number of days in the fiscal year (365).

41

Principal Risks

(UNAUDITED)

Additional Informational About Risk Factors

The greatest risk of investing in a mutual fund is that its returns will fluctuate and you could lose money. Turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers worldwide, which could have an adverse effect on the funds. Additionally, while the Portfolio Managers seek to take advantage of investment opportunities that will maximize a fund’s investment returns, there is no guarantee that such opportunities will ultimately benefit the fund. There is no assurance that the Portfolio Managers’ investment strategy will enable a fund to achieve its investment objective. The following table identifies the risk factors of each fund in light of their respective principal investment strategies. These risk factors are explained following the table.

Risk

Capital Appreciation

Growth & Income

International Stock

Investment Grade Bond

Mid Cap Growth

Mid Cap Stock

Small Cap Growth

Small Cap Stock

Smaller Company

Call

X

Credit

X

Focused holdings

X

Foreign securities

X

X

X

Government sponsored enterprises

X

Growth stocks

X

X

X

X

X

X

X

X

High-yield securities

X

Inflation

X

Interest rates

X

Issuer and market

X

Liquidity

X

X

Market timing

X

X

X

X

Mid-cap companies

X

X

X

X

X

X

X

Mortgage- and asset-backed securities

X

Municipal securities

X

Other investments companies and ETFs

X

X

X

Portfolio turnover

X

X

X

Sectors

X

Small-cap companies

X

X

X

X

X

Stock market

X

X

X

X

X

X

X

X

Value stocks

X

X

X

X

Call  |  Call risk is the possibility that, as interest rates decline to a level that is significantly lower than the rate assigned to the fixed income security, the security may be called (redeemed) prior to maturity. A fund would lose the benefit of holding a fixed-income security that is paying a rate above the current market rate and would likely have to reinvest the proceeds in other fixed income securities that have lower yields.

Credit  |  A fund could lose money if the issuer of a fixed-income security is unable to meet its financial obligations or goes bankrupt. Credit risk usually applies to most fixed-income securities, but generally is not a factor for U.S. government obligations.

Focused holdings  |  For funds that normally hold a core portfolio of stocks of fewer companies than other more diversified

funds, the increase or decrease of the value of a single stock may have a greater impact on the fund’s net asset value (“NAV”) and total return.

Foreign securities  |  Investments in foreign securities involve greater risks than investing in domestic securities. As a result, a fund’s return and NAV may be affected by fluctuations in currency exchange rates or political or economic conditions and regulatory requirements in a particular country. Foreign markets, as well as foreign economies and political systems, may be less stable than U.S. markets, and changes in the exchange rates of foreign currencies can affect the value of a fund’s foreign assets. Foreign laws and accounting standards typically are not as strict as they are in the U.S., and there

42

Principal Risks

(UNAUDITED)

may be less public information available about foreign companies. Custodial and/or settlement systems in foreign markets may not be fully developed and the laws of certain countries may limit the ability to recover assets if a foreign bank or depository or their agents goes bankrupt. Foreign security risk may also apply to ADRs, GDRs and EDRs. The risks associated with investments in governmental or quasi-governmental entities of a foreign country are heightened by the potential for unexpected governmental change, which may lead to default or expropriation, and inadequate government oversight and accounting.

Government sponsored enterprises  |  Investments in government sponsored enterprises are debt obligations issued by agencies and instrumentalities of the U.S. Government. These obligations vary in the level of support they receive from the U.S. Government. They may be: (1) supported by the full faith and credit of the U.S. Treasury, such as those of the Government National Mortgage Association; (2) supported by the right of the issuer to borrow from the U.S. Treasury, such as those of the Federal National Mortgage Association; (3) supported by the discretionary authority of the U.S. Government to purchase the issuer’s obligations, such as those of the Student Loan Marketing Association; or (4) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so in which case, if the issuer defaulted, the fund holding securities of such issuer might not be able to recover its investment from the U.S. Government.

Growth stocks  |  Growth companies are expected to increase their earnings at a certain rate. When these expectations are not met, investors may punish the prices of stocks excessively, even if earnings showed an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

High-yield securities  |  Investments in securities rated below investment grade, or “junk bonds”, generally involve significantly greater risks of loss of your money than an investment in investment grade bonds. Compared with issuers of investment grade bonds, junk bonds are more likely to encounter financial difficulties and to be materially affected by these difficulties. Rising interest rates may compound these difficulties and reduce an issuer’s ability to repay principal and interest obligations. Issuers of lower-rated securities also have a greater risk of default or bankruptcy. Additionally, due to the

greater number of considerations involved in the selection of a fund’s securities, the achievement of a fund’s objective depends more on the skills of the Portfolio Manager than investing only in higher-rated securities. Therefore, your investment may experience greater volatility in price and yield. High-yield securities may be less liquid than higher quality investments. A security whose credit rating has been lowered may be particularly difficult to sell.

Inflation  |  Inflation risk is the risk that the market value of securities will decrease as higher inflation shrinks the purchasing power of any affected currencies.

Interest rates  |  Investments in investment- grade and non-investment grade fixed-income securities are subject to interest rate risk. The value of a fund’s fixed income investments typically will fall when interest rates rise. A fund is particularly sensitive to changes in interest rates because it may invest in debt securities with intermediate and long terms to maturity. Debt securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than debt securities with shorter durations. Yields of debt securities will fluctuate over time.

Issuer and market  |  Issuer and market risk is the risk that the prices of, and the income generated by, securities held by the fund may decline in response to certain events, such as general economic and market conditions, regional or global economic instability, interest rate fluctuations, and those events directly involving the issuers.

Liquidity  |  Liquidity risk is the possibility that the fund might be unable to sell a security promptly and at an acceptable price, which could have the effect of decreasing the overall level of the fund’s liquidity. Market developments may cause the fund’s investments to become less liquid and subject to erratic price movements. The fund could lose money if it cannot sell a security at the time and price that would be most beneficial to the fund.

Market timing  |  Because of specific securities a fund may invest in, it could be subject to the risk of market timing activities by fund shareholders. Some examples of these types of securities are high-yield, small-cap and foreign securities. Typically, foreign securities offer the most opportunity for these market timing activities. A fund generally prices these foreign securities using their closing prices from the foreign markets in which they trade, typically prior to a fund’s calculation of its NAV. These prices may be affected by events that occur after

43

Principal Risks

(UNAUDITED)

the close of a foreign market but before a fund prices its shares. In such instances, a fund may fair value foreign securities. However, some investors may engage in frequent short-term trading in a fund to take advantage of any price differentials that may be reflected in the NAV of a fund’s shares. There is no assurance that fair valuation of securities can reduce or eliminate market timing. While the Manager and transfer agent of the Funds monitor trading in each fund, there is no guarantee that they can detect all market timing activities.

Mid-Cap Companies  |  Investments in mid-cap companies generally involve greater risks than investing in large-capitalization companies. Mid-cap companies often have narrower markets and limited managerial and financial resources compared to larger, more established companies. The performance of mid-cap companies can be more volatile compared to larger, more established companies, which could increase the volatility of a fund’s portfolio and performance. Shareholders of a fund that invests in mid-cap companies should expect that the value of the fund’s shares will be more volatile than a fund that invests exclusively in large-cap companies. Generally, the smaller the company size, the greater these risks.

Mortgage- and asset-backed securities  |  Mortgage- and asset-backed security risk, which is possible in an unstable or depressed housing market, arises from the potential for mortgage failure or premature repayment of principal. The reduced value of the fund’s securities and the potential loss of principal as a result of a mortgagee’s failure to repay would have a negative impact on the fund. Premature repayment of principal would make it difficult for the fund to reinvest the prepaid principal at a time when interest rates on new mortgages are declining, thereby reducing the fund’s income.

Municipal securities  |  A municipal security’s value, interest payments or repayment of principal could be affected by economic, legislative or political changes. Municipal securities are also subject to potential volatility in the municipal market and the fund’s share price, yield and total return may fluctuate in response to municipal bond market movements. Municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, as opposed to general tax revenues, may have increased risks. Changes in a municipality’s financial health may affect its ability to make interest and principal payments when due.

Other investment companies and ETFs  |  Investments in the securities of other investment companies and exchange-traded

funds (“ETFs”), (which may, in turn invest in equities, bonds, and other financial vehicles) may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, a fund becomes a shareholder of that investment company or ETF. As a result, fund shareholders indirectly bear the fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses fund shareholders directly bear in connection with the fund’s own operations.

As a shareholder, the fund must rely on the investment company or ETF to achieve its investment objective. If the investment company or ETF fails to achieve its investment objective, the value of the fund’s investment will decline, adversely affecting the fund’s performance. In addition, because ETFs are listed on national stock exchanges and are traded like stocks listed on an exchange, ETF shares may potentially trade at a discount or a premium. Investments in ETFs are also subject to brokerage and other trading costs, which could result in greater expenses to a fund. Finally, because the value of ETF shares depends on the demand in the market, the Portfolio Manager may not be able to liquidate a fund’s holdings at the most optimal time, adversely affecting the fund’s performance.

Portfolio turnover  |  A fund may engage in more active and frequent trading of portfolio securities to a greater extent than certain other mutual funds with similar investment objectives. A fund’s turnover rate may vary greatly from year to year or during periods within a year. A high rate of portfolio turnover may lead to greater transaction costs, result in additional tax consequences to investors and adversely affect performance.

Sectors  |  Companies that are in similar businesses may be similarly affected by particular economic or market events, which may, in certain circumstances, cause the value of securities of all companies in a particular sector of the market to change. To the extent a fund has substantial holdings within a particular sector, the risks associated with that sector increase.

Small-cap companies  |  Investments in small-cap companies generally involve greater risks than investing in large-capitalization companies. Companies with smaller market capitalizations generally have lower volume of shares traded daily, less liquid stock and more volatile stock prices.Companies with smaller market capitalizations also tend to have a limited product or service base and limited access to capital. Newer companies with unproven business strategies

44

Principal Risks

(UNAUDITED)

also tend to be smaller companies. The above factors increase risks and make these companies more likely to fail than companies with larger market capitalizations, and could increase the volatility of a fund’s portfolio and performance. Shareholders of a fund that invests in small-cap companies should expect that the value of the fund’s shares will be more volatile than a fund that investsexclusively in mid-cap or large-cap companies. Generally, the smaller the company size, the greater these risks.

Stock market  |  The value of a fund’s stock holdings may decline in price because of changes in prices of its holdings or

a broad stock market decline. These fluctuations could be a sustained trend or a drastic movement. The stock markets generally move in cycles, with periods of rising prices followed by periods of declining prices. The value of your investment may reflect these fluctuations.

Value stocks  |  Investments in value stocks are subject to the risk that their true worth may not be fully realized by the market. This may result in the value stocks’ prices remaining undervalued for extended periods of time. A fund’s performance also may be affected adversely if value stocks remain unpopular with or lose favor among investors.

45

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environmentally-conscious way to receive information about your fund.

To enroll, please visit

eagleasset.com/eDelivery

Please consider the investment objectives, risks, charges and expenses of any fund carefully before investing. Contact Eagle at 800.421.4184 or your financial advisor for a prospectus, which contains this and other important information about the Funds. Read the prospectus carefully before you invest or send money.

This report is for the information of shareholders of the Eagle Mutual Funds. If you wish to review additional information on the portfolio holdings of a fund, a complete schedule has been filed with the Securities and Exchange Commission (“Commission”) for the first and third quarters of each fund’s fiscal year end on Form N-Q. These filings are available on the Commission’s website at www.sec.gov and may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330. A description of each fund’s proxy voting policies, procedures and information regarding how each fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2012, is available without charge, upon request, by calling the Eagle Family of Funds, toll-free at the number above, by accessing our website at eagleasset.com or by accessing the Commission’s website at www.sec.gov.

727.567.8143  |  800.421.4184

Eagle Fund Distributors, Inc., Member FINRA  |  Not FDIC Insured  |  May Lose Value  |  No Bank Guarantee

Item 2. Code of Ethics

Not applicable to semi-annual reports.

Item 3. Audit Committee Financial Expert

Not applicable to semi-annual reports.

Item 4. Principal Accountant Fees and Services

Not applicable to semi-annual reports.

Item 5. Audit Committee of Listed Registrants

Not applicable to the Trust.

Item 6. Schedule of Investments

Included as part of report to shareholders under Item 1.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-end Management Investment Companies

Not applicable to the Trust.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable to the Trust.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable to the Trust.

Item 10. Submission of Matters to a Vote of Security Holders

There have been no material changes to the procedures by which shareholders may recommend nominees to the Trust’s Board of Trustees, since the Trust last provided disclosure in response to this item. The procedures by which shareholders may recommend nominees to the Board are included in the Nominating Committee Charter for the Trust.

Item 11. Controls and Procedures

(a) Based on an evaluation of the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended), the Principal Executive Officer and Principal Financial Officer of Eagle Capital Appreciation Fund have concluded that such disclosure controls and procedures are effective as of June 19, 2013.

(b) There was no change in the internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) of Eagle Capital Appreciation

Fund that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Item 12. Exhibits

(a)(1) Not applicable to semi-annual reports.

(a)(2) The certifications required by Rule 30a-2(a) of the Investment Company Act of 1940, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002 is filed and attached hereto as Exhibit 99.CERT.

(a)(3) Not applicable to the Trust.

(b) The certifications required by Rule 30a-2(b) of the Investment Company Act of 1940, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 is filed and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Trust has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EAGLE CAPITAL APPRECIATION FUND
Date: June 19, 2013
	/s/ Susan L. Walzer
	Susan L. Walzer
	Principal Executive Officer

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 Trust and in the capacities and on the dates indicated.

	EAGLE CAPITAL APPRECIATION FUND
Date: June 19, 2013
	/s/ Susan L. Walzer
	Susan L. Walzer
	Principal Executive Officer
Date: June 19, 2013
	/s/ Carolyn Gill
	Carolyn Gill
	Principal Financial Officer