Carillon Eagle Growth & Income Fund NCSR Certified annual shareholder report (management investment company)

Carillon Eagle Growth & Income Fund (HRCVX) Inactive N-CSRCertified annual shareholder report (management investment company)

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President’s Letter

Dear Fellow Shareholders:

I am pleased to present the annual report and investment-performance review of the Eagle Family of Funds for the fiscal year that ended October 31, 2013 (the “reporting period”).

The equity market has mostly gone up—“climbing the wall of worry” is how many of the funds’ Portfolio Managers have described it—over the last year. And it did so in the face of New Year sequestration and tax-law changes, ongoing strife in the Middle East, continued economic malaise in the Eurozone, slowing growth in China and U.S. political theater (e.g., a partial government shutdown and debates over the nation’s debt ceiling). Perhaps the market knew what many of our portfolio managers identified: the U.S. economy is growing, albeit slowly, and the fundamentals of many companies are as strong as they’ve ever been.

On the fixed-income side, the U.S. Federal Reserve kept its overnight interest rate near 0% but not without some drama this summer when there were hints that the Fed was thinking about starting to taper its third round of quantitative easing (often called QE3). The specter of rising interest rates was enough to roil bond markets, which recovered somewhat after Reserve Chairman Ben Bernanke said the Fed was standing pat. The market also reacted favorably to the nomination of Janet Yellen to take the reins when Bernanke steps down early next year.

Our managers at Eagle are aware of headlines but one of the hallmarks of Eagle over its more than 35 years has been the research our managers do in constructing portfolios. They strive to avoid getting caught up in today’s headlines and instead focus on finding individual companies they believe will help their funds meet their investment objectives.

I hope you will read the commentaries that follow in which our Portfolio Managers discuss their specific funds.

Here are just a few highlights from this year:

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The Eagle Growth & Income Fund finished the period with a five- and 10-year four-star rating^1,2 from Morningstar^®.

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A new Eagle-affiliated investment team assumed management of the Eagle Capital Appreciation Fund after the market closed on June 28. The new managers are David Pavan, CFA^®; Frank Feng, Ph.D.; Ed Wagner, CFA^®; and Stacey Nutt, Ph.D., of ClariVest Asset Management LLC.

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Eagle opened two new funds, under the management of well-seasoned teams, this year:

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The Eagle Small Cap Stock Fund is run by Co-Portfolio Managers Charles Schwartz, CFA^®; Betsy Pecor, CFA^®; and Matthew McGeary, CFA^®, as well as Research Analyst Matthew Spitznagle, CFA^®. They also manage the Eagle Mid Cap Stock Fund.

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The Eagle International Stock Fund is run by a team of investment professionals at Eagle affiliate ClariVest Asset Management LLC. The team consists of David Vaughn, CFA^®, Co-Portfolio Manager; Stacey Nutt, Ph.D., Co-Portfolio Manager; and Alex Turner, CFA^®, Assistant Portfolio Manager.

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High-profile media outlets continue to seek Eagle managers for input on current events and investing themes. James Camp, CFA^®, who heads the Investment Grade Bond Fund, has been on CNBC many times. The Wall Street Journal and Barron’s have quoted Charles Schwartz, CFA^®, and Matthew McGeary, CFA^®, who are among the managers of the Eagle Mid Cap Stock Fund and the Eagle Small Cap Stock Fund.

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 report. Carefully consider the investment objectives, risks, 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. Read the prospectus carefully before you invest or send money.

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

Sincerely,

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Richard J. Rossi

President

December 19, 2013

¹ For the period ended October 31, 2013, the Eagle Growth & Income Fund’s Class A shares are rated 4 stars for the 10-year period; 4 stars for the five-year period; 3 stars for the overall; and 2 stars for the three-year period among a total of 605, 922, 1,036 and 1,036 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 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. Funds 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.


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Performance Summary and Commentary




Eagle Capital Appreciation Fund

Portfolio Managers | David J. Pavan, CFA^®, C. Frank Feng, Ph.D., Ed Wagner, CFA^®, and Stacey R. Nutt, Ph.D., of ClariVest Asset Management LLC (“ClariVest”), are Co-Portfolio Managers of the Eagle Capital Appreciation Fund (the “Fund”) and assumed responsibility for the day-to-day management of the Fund’s investment portfolio on June 28, 2013.

Performance discussion | The following commentary covers the fiscal year ended October 31, 2013. For the period November 1, 2012 through June 28, 2013, the Fund was subadvised by Goldman Sachs Asset Management, L.P. ClariVest assumed responsibility of the day-to-day management of the Fund’s investment portfolio as of the close of business on June 28, 2013, and subadvised the Fund through the fiscal year end. For the fiscal year ended October 31, 2013, the Fund’s Class A shares returned 28.41% (excluding front-end sales charges of 4.75%) outperforming its benchmark index, the Russell 1000^® Growth Index, which returned 28.30%. The Fund posted positive absolute performance in all sectors for the period. Outperformance, relative to the benchmark, was led by the information technology, consumer discretionary, consumer staples, and energy sectors. In information technology, despite being hurt by an overweight position, strong security selection helped the Fund’s relative performance. In both the consumer sectors, outperformance was led by solid security selection. In energy, an overweight position coupled with solid security selection helped bolster returns. The Fund primarily lagged the benchmark in the health care, materials and industrials sectors. In health care, the Fund was hurt by an underweight positioning and weak stock selection. In materials, the Fund was negatively impacted by stock selection. An underweight position within industrials was a drag on performance, while solid security selection within the sector was positive, helping temper relative returns. Please keep in mind that an index is not available for direct investment; therefore its performance does not reflect the expenses associated with the active management of an actual portfolio.

Growth of a $10,000 investment from 10/31/03 to 10/31/13 (a)

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(a) The Fund’s values and returns reflect the maximum front-end sales charge of 4.75%, fund expenses and the reinvestment of dividends; however, they do not reflect the deduction of taxes that you would pay on fund distributions or redemption of fund shares. The value of an investment in other share classes will differ due to each class’s respective sales charges and expenses.

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.

Top performers | Google, Inc. (Class A) focuses on improving the ways people connect with information by providing a variety of services and tools for advertisers of all sizes, from simple text ads to display and mobile advertising and to publishers. Overall ad impression and click volume continued to increase during the period driving the stock higher. NIKE, Inc. (Class B) designs, develops, markets and sells high quality footwear, apparel, and equipment, accessories and services. The company had better-than-expected gross margins through the year which drove the stock’s earnings higher. Order demand has been strong as the company executes on the global consumer’s growing demand for innovation and performance in athletic footwear and apparel. One strong area of growth was emerging markets where Nike saw a 16% revenue increase in fiscal 2013. Schlumberger Ltd. operates as an oilfield services company, which supplies technology, project management and information solutions for the oil and gas industry. Shares have rallied on strong North American deep-water oil services demand and a renewed share buyback. Chipotle Mexican Grill, Inc. operates fast-casual Mexican-food restaurants across the United States. Same store sales grew 5.8% in the third quarter of 2013, faster than the 4.6% consensus. Long-term opportunities appear strong as the company is looking to expand into the breakfast area. American Express Co. is a global payments and travel company. The company was a positive contributor in the Fund as the company appears to have benefited from strong tailwinds towards plastic money instead of cash and the explosion in online shopping. Card member spending remained strong in the United States despite events in Washington that could have led to fiscal drag. Credit quality has been high with the company reporting historically low net write-offs worldwide. The Fund continues to hold each of the securities noted above as “top performers.”

Underperformers | St. Jude Medical, Inc., a developer of medical technology and services, was a negative contributor to the Fund as the stock was volatile given uncertainty around the U.S. Food and Drug Administration’s approval for the company’s next generation implantable cardioverter-defibrillators. The Fund no longer holds this security. Teva Pharmaceutical Industries Ltd, Sponsored ADR develops, manufactures, markets and distributes pharmaceutical products worldwide. The company reported disappointing earnings and cash flows, and has been hampered due to a $1.6 billion settlement with Pfizer Inc. related to patent-infringement damages. The Fund no longer holds the security. Devon Energy Corp. is an independent energy company engaged primarily in exploration, development and production of oil and natural gas. The company’s stock price fluctuated with volatile energy prices, and both the company and the industry proved to be difficult to time correctly during the period. The Fund no longer holds this security. Rackspace Hosting, Inc., a leading provider of managed hosting and cloud computing services, detracted from performance during the period. The slowdown in sales growth highlights the challenges the company has been experiencing gaining traction with its new cloud offering and, more specifically, transitioning large enterprise customers to the new offering. The company also indicated that it would have to spend more to acquire new customers. The Fund no longer holds the security. Apple, Inc. designs, manufactures and markets mobile communication and media devices, personal computing products, and portable digital music players. Shares of the stock were hurt during the early part of 2013 as earnings estimates came down from the $60 range to the $40s due to a maturing smartphone market. In the third quarter, shares rose sharply due in part to strong iPhone sales and news of investor Carl Icahn taking a stake in the company’s shares. The Fund continues to hold this security.


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Performance Summary and Commentary




Eagle Growth & Income Fund

Portfolio Managers | Edmund Cowart, CFA^®, David Blount, CFA^®, CPA, John Pandtle, CFA^®, and Jeff Vancavage, CFA^®, are Co-Portfolio Managers of the Eagle Growth & Income Fund (the “Fund”). Messrs. Cowart, Blount, and Pandtle have been responsible for the day-to-day management of the Fund’s investment portfolio since June 2011 and Mr. Vancavage since July 2013.

Performance discussion | For the fiscal year ended October 31, 2013, the Fund’s Class A shares returned 25.14% (excluding front-end sales charges of 4.75%) underperforming its benchmark index, the S&P 500^® Index, which returned 27.18%. Though the Portfolio Management team (“PM team”) was not satisfied with trailing the benchmark, the PM team was pleased with absolute performance during the period, as well as the Fund’s ability to mostly keep pace with the benchmark despite heavy yield-based headwinds. Stocks with no dividends appreciated nearly twice as much as stocks with dividend yields higher than the weighted average yield of the benchmark at the start of the period. Relative to the benchmark, performance was particularly strong within the technology, industrials and materials sectors. Stock selection was strong in all three sectors; however, the Fund also benefited from a relative underweight position within the technology sector, as well as an overweight within industrials. The Fund’s weakest performing sectors on a relative basis were financials and consumer discretionary. The Fund’s allocation within these two sectors was not a significant factor; however, the stock selection within these sectors detracted from relative performance. Please keep in mind that an index is not available for direct investment; therefore its performance does not reflect the expenses associated with the active management of an actual portfolio.

Growth of a $10,000 investment from 10/31/03 to 10/31/13 (a)

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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.

Underperformers | American Campus Communities, Inc., is a real estate investment trust (“REIT”) which manages on-campus and off-campus housing facilities for students at various universities in the United States. With interest rates expected to rise, REITs in general have been punished by the market. The company took on an acquisition whose integration proved to be more complicated than anticipated. As a result, the company was unable to execute efficiently during an important leasing window, necessitating increased marketing expenditures which caused the company to miss earnings. The Fund continues to own the stock as the PM team sees tremendous cash flow potential and believes the marketing expenses were temporary in nature. Digital Realty Trust, Inc., also a REIT that has felt the impact of expected interest rate increases, is a company that operates data centers in the United States. The Fund sold the stock in an effort to reduce its exposure to the industry, but also because the PM team believed pricing was soft and the uneven economic recovery has led to companies deferring leasing decisions. CenturyLink, Inc., an integrated telecommunications company, surprised investors with the announcement of a major shift in the company’s capital allocation plan, which included a dividend cut. The Fund continues to hold the stock; however, the PM team is actively monitoring the situation. Abbott Laboratories, a global leading health care company, split into two companies, a medical device company and a pharmaceuticals company. The Fund sold the stock during the period as the PM team believed the medical device company was too richly valued and the pharmaceuticals company to be too risky. International oil and gas company, Exxon Mobil Corp, was sold during the period, as the company’s management had positioned it for a scenario which did not come to pass: low oil prices, a natural gas shortage and petrochemicals produced in Asia. The PM team saw better investment opportunities available in the space.

Top performers | Applied Materials, Inc. is a dominant player in its core business providing semiconductor fabrication tools to chipmakers. The company competes in nearly every segment of the market whereas peers mostly specialize in one segment or another. The stock had already been rewarded strongly for its strong fundamentals, when it announced a merger with Tokyo Electron. The merger is expected to widen the company’s base of expertise, while carrying the potential for cost synergies as well as a lower tax rate as the company incorporates in the Netherlands. Medical device company, St. Jude Medical, Inc., has enjoyed solid execution with earnings above expectations due to margin expansion and strong revenue streams from its product lines. The industrials sector also performed strongly throughout the year. In this regard, 3M Company, a diversified technology company serving customers and communities with innovative products and services, outperformed its peers due to solid execution despite some foreign exchange and demand-based headwinds. In addition, revenues were on target in a recent earnings release despite the market expecting a miss. JPMorgan Chase & Co., a financial holding company that provides financial and investment banking services, is diverse and well-managed with a superior capital position, excess reserves and strong earnings momentum. It has been gaining market share across retail, commercial, investment banking, and capital markets businesses and it remains one of the least expensive large capitalization United States banks on a price to earnings basis. Regal Entertainment Group, the largest and most geographically diverse theatre circuit in the United States with 6,854 screens in 537 theatres in 37 states, appears to have benefited from digital technology allowing for 3-D and alternative content to incrementally increase revenues. The Fund continues to hold each of the securities noted above as “top performers.”


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Performance Summary and Commentary




Eagle International Stock Fund

Portfolio Managers | David V. Vaughn, CFA^®, and Stacey R. Nutt, Ph.D., are Co-Portfolio Managers of the Eagle International Stock Fund (the “Fund”). Mr. Vaughn has been responsible for the day-to-day management of the Fund’s investment portfolio since its inception and Dr. Nutt since June 2013. Alex Turner, CFA^®, has served as Assistant Portfolio Manager of the Fund since its inception.

Performance discussion | From its inception on February 28, 2013 through October 31, 2013, the fiscal year end, the Fund’s Class A shares had a cumulative return of 15.33% (excluding front-end sales charges of 4.75%) outperforming its benchmark index, the MSCI EAFE^® Index, which returned 15.13% for the same time period. Sector selection was positive, where an overweight to telecommunication services and an underweight in materials helped performance. Conversely, an overweight in industrials and an underweight in utilities detracted from performance. Country selection was flat, where an underweight to Spain hurt performance and an underweight to Australia helped performance. Value measures were strong across the globe, while momentum struggled in Asia. Growth worked modestly well. Overall factor performance was positive during the period. Please keep in mind that an index is not available for direct investment; therefore its performance does not reflect the expenses associated with the active management of an actual portfolio.

Growth of a $10,000 investment from 2/28/13 to 10/31/13 (a)

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Top performers | Japanese company Fuji Heavy Industries Ltd. is the owner of Subaru automobile manufacturing as well as aerospace, industrial products and eco-technology, trains, and housing. The majority of the company’s sales are generated overseas, but most of its production is in Japan. The company has been improving in car manufacturing surveys and has been gaining market share in the United States. At the same time, there initially was skepticism around the company as it is one of the smallest Japanese car manufacturers. Additionally, the company appears to have benefitted from the weak yen and analysts have repeatedly raised numbers to keep up with fundamentals. British company Vodafone Group PLC, a worldwide provider of mobile telecommunications, helped performance as the company sold off its stake in Verizon Wireless and pledged to return 65% of the proceeds to its shareholders. KDDI Corporation, a Japanese mobile communication company and the second-largest wireless carrier in Japan, boosted performance as the company delivered strong earnings and outlook during the period. Sumitomo Corporation, a leading integrated Japanese trading company engaged in diverse businesses based on its global network, appears to have benefited from a weaker yen and increased global demand for metals and commodities. German company, Allianz SE, an international financial services provider, was able to increase profits in part due to focusing on higher margin asset management products and its non-life insurance division benefited from pricing improvements in Germany. The Fund continues to hold each of the securities noted above as “top performers.”

Underperformers | Kanematsu Corp., a Japan-based trading company that provides electronic components and materials, semiconductors, liquid crystal and solar cell manufacturing equipment, and communication technology systems, was a drag on performance. Specifically, a lack of transparency into Kanematsu’s earnings was worrisome and, in general, the distribution/wholesale industry experienced downward revisions. Shares of Austrian semiconductor manufacturer ams AG fell after the company announced that operating profits would fall as clients delayed orders. Costs were also higher than expected as the company transitioned to a new CEO and experienced write-downs on equity investments. Two Australian companies with significant exposure to commodities hurt performance during the period. The first, Silver Lake Resources Ltd., a large gold producing and exploration company with multiple mines and multiple mills operating in the Eastern Goldfields and Murchison districts of Western Australia, hurt performance as gold prices fell sharply during the second quarter. The second, Downer EDI Ltd., an engineering and infrastructure management service firm, also fell as many of its materials sector clients cut back spending due to falling commodity prices. Similarly, another Australian-based firm, Skilled Group Ltd., the largest provider of workforce solutions, detracted from performance as shares fell during the second quarter due in part to its exposure to the mining sector, which experienced reduced working hours. The Fund no longer holds any of the securities noted above as “underperformers.”


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Performance Summary and Commentary




Eagle Investment Grade Bond Fund

Portfolio Managers | James C. Camp, CFA^®, and Joseph Jackson, CFA^®, are Co-Portfolio Managers of the Eagle Investment Grade Bond Fund (the “Fund”) and have been responsible for the day-to-day management of the Fund’s investment portfolio since its inception.

Performance discussion | For the fiscal year ended October 31, 2013, the Fund’s Class A shares returned (1.00)% (excluding front-end sales charges of 3.75%) underperforming its benchmark index, the Barclays U.S. Intermediate Government/Credit Bond Index, which returned (0.03)%. The rumored ‘tapering’ of Fed bond purchases was by far the largest determinant of market returns in fixed income during the period. The notion of tapering purchases drove a significant steepening of the yield curve causing underperformance in ten-year bonds and low-coupon mortgage backed securities (“MBS”). The main factor in relative performance for the Fund during the period was the underperformance of the MBS holdings. The Fund’s positions in low-coupon collateralized mortgage obligations (“CMOs”) as interest rates spiked during May and June drove underperformance. The Fund earned positive relative returns in the Treasury, government-related and corporate sectors due largely to its underweight in the seven- and ten- year duration buckets within these sectors. Please keep in mind that an index is not available for direct investment; therefore its performance does not reflect the expenses associated with the active management of an actual portfolio.

Growth of a $10,000 investment from 3/1/10 to 10/31/13 (a)

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(a) The Fund’s values and returns reflect the maximum front-end sales charge of 3.75%, fund expenses and the reinvestment of dividends; however, they do not reflect the deduction of taxes that you would pay on fund distributions or redemption of fund shares. The value of an investment in other share classes will differ due to each class’s respective sales charges and expenses.

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.

Underperformers | Federal agency MBS, including Freddie Mac, REMICs, Series 4105, Class KB, 2.25%, 08/15/41, and Fannie Mae, REMICs, Series 2012-96, Class PD, 2.00%, 07/25/41, were low-coupon CMOs which underperformed as interest rates moved above their coupon rates. Compounding the problem, the negative convexity inherent with these types of securities caused the duration of the bonds to extend as rates increased. Corporate bond, Newmont Mining Corp., 5.13%, 10/01/19, one of the world’s largest gold producers with significant assets or operations on five continents, generated negative absolute returns and underperformance relative to the industrial sector as the price of gold fell in May and June of this year. U.S. Treasury Note, 1.13%, 04/30/20, along with other seven- and ten-year U.S. Treasuries, fell as rumors that the Federal Reserve may taper, or reduce, the size of the bond-buying program surfaced in May. The Fund’s holding of corporate bond, U.S. Bancorp, 2.95%, 07/15/22, a regional financial services holding company operating in the Midwest and Western U.S. underperformed largely due to its curve positioning. The Portfolio Management team does not believe the security’s underperformance was related to a fundamental credit issue; it was simply that the bond was longer in duration compared to the average bond in the benchmark. The Fund no longer holds any of the securities noted above as “underperformers.”

Top performers | Baidu Inc., 3.25% 08/06/18, an Internet search engine operator serving the Chinese market, was a leading performer during the period thanks to attractive pricing in the primary market. The Fund continues to own this security. Corporate bond Broadridge Financial Solutions Inc., 3.95%, 09/01/20 is a leading global provider of investor communications and technology-driven solutions to banks, broker-dealers, mutual funds and corporate issuers. The security generated high returns, which the Portfolio Managers believe was due to curve positioning. The Fund purchased Broadridge as the long end began to recover from the early-summer selloff. The Fund continues to own this security. Asset-backed security, Ford Credit Auto Owner Trust, Series 2012-C, Class D, 2.43% 01/15/19, the financial services arm of the Ford Motor Company, performed in-line with similar maturity asset-backed securities, earning positive absolute returns when compared to the benchmark and other structured product sectors. The Fund continues to own this security. The Goldman Sachs Group, Inc., 6.25%, 09/01/17, a leading global investment banking, securities and investment management firm, was a top performer in a period when the financials sector outperformed the industrials and utilities sectors within the benchmark. The Fund’s specific holding, a four-year issue, also generated positive relative returns while the long-end of the curve sold off. The Fund no longer holds this security. Although for Treasury holding, U.S. Treasury Note, 2.50%, 08/15/23, the long end underperformed the short end for the entire duration of the period, the timing of the purchase of this security in the Fund (near the highs in ten year interest rates) generated high relative returns. The Fund continues to own this security.


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Performance Summary and Commentary




Eagle Mid Cap Growth Fund

Portfolio Managers | Bert L. Boksen, CFA^®, and Eric Mintz, CFA^®, are Co-Portfolio Managers of the Eagle Mid Cap Growth Fund (the “Fund”). Mr. Boksen has been responsible for the day-to-day management of the Fund’s investment portfolio since its inception. Mr. Mintz has been co-managing the portfolio since 2011, and previously had served as Assistant Portfolio Manager beginning in 2008. Christopher Sassouni, D.M.D., has served as Assistant Portfolio Manager of the Fund since 2006.

Performance discussion | For the fiscal year ended October 31, 2013, the Fund’s Class A shares returned 34.81% (excluding front-end sales charges of 4.75%) outperforming its benchmark index, the Russell MidCap^® Growth Index, which returned 33.93%. The Fund generated positive returns in all sectors, especially benefitting from strong absolute and relative performance within the industrials and financials sectors, while being slightly overweight. In contrast, underperformance within the consumer staples and energy sectors somewhat tempered the Fund’s performance as both sectors failed to keep up with the benchmark. Please keep in mind that an index is not available for direct investment; therefore its performance does not reflect the expenses associated with the active management of an actual portfolio.

Growth of a $10,000 investment from 10/31/03 to 10/31/13 (a)

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Top performers | Ameriprise Financial Inc. offers asset-management and insurance products through a substantial financial-advisor network. In addition to being aided by general strength in equity

markets, the company continued to reallocate a portion of its revenue stream away from the capital-intensive annuity business toward asset-management offerings, reflecting what the Portfolio Management team (“PM team”) believed to be a more balanced and attractive return profile as a result. Harman International Industries, Inc., a leader in the car-audio and infotainment-systems industry, continued its strong run as the firm announced record backlogs and raised earnings guidance projections for its approaching budget year. The PM team believes that TD Ameritrade Holding Corp, a banking and securities-brokerage firm, benefited from continued strength in the equity markets which has encouraged an increased amount of trading activity in recent periods, as investors look to put previously sidelined cash to work. Chicago Bridge & Iron Company N.V. develops and fabricates a comprehensive range of structures and components used primarily by the energy and petrochemical industries. The petrochemical industry is experiencing a dramatic shift in the global competitive landscape as low-cost feedstock-advantaged plants based in North America are experiencing record margins and driving a significant wave of new investment. The Portfolio Managers believe that the company is well-aligned with this development and has substantially benefitted as a result. Delta Air Lines, Inc., a domestic and international passenger and cargo air transportation company, was up sharply during the period as the firm benefitted from strong leisure and business travel demand as well as better-than-expected execution on strategic cost-cutting initiatives. The Fund continues to hold each of the securities noted above as “top performers.”

Underperformers | Fusion-io, Inc., a producer of commercial data storage using “flash” memory, continued to have customer-concentration issues, which plagued the firm in recent periods, exacerbated by multiple management departures earlier in the year. Despite a solid product offering, Fusion-io appears to have lost its strategic footing for the time being and the stock has suffered as a result. Shares of Edwards Lifesciences Corp., a company which develops and manufactures medical devices used in the treatment of structural heart disease, were down as the firm missed estimates and reduced guidance earlier in the period. The PM team believes that this reduction was primarily a result of lighter-than-expected transcatheter aortic valve replacement revenues despite strong year-over-year as well as sequential growth. ARIAD Pharmaceuticals, Inc. is a company that focuses on therapies used to treat drug-resistant, difficult-to-treat cancers. The PM team believes that investors were caught off-guard by an unexpected Food & Drug Administration (“FDA”) halt placed on ARIAD’s late-stage clinical trial, which was analyzing the firm’s leukemia drug candidate Iclusig. Axiall Corp., a manufacturer of a variety of specialty chemicals and building products, had substantial capacity expansion in recent periods which, the PM team believes, has inadvertently resulted in an oversupply of a key chemical used in the production of plastics, adhesives and coatings used by the construction industry. The company’s margins failed to meet expectations as a result of the supply glut and have clouded the firm’s near-term growth trajectory. Cobalt International Energy, Inc. is a global oil & gas exploration and production company primarily active in deep water Gulf of Mexico and offshore Angola and Gabon in West Africa. Despite optimistic expectations, the company encountered disappointing well results at two of its drill sites, which, the PM team believes, materially weighed on investor sentiment and, subsequently, the stock price during the period. The Fund no longer holds any of the securities noted above as “underperformers.”


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Performance Summary and Commentary




Eagle Mid Cap Stock Fund

Portfolio Managers | Charles Schwartz, CFA^®, Betsy Pecor, CFA^®, and Matthew McGeary, CFA^®, are Co-Portfolio Managers of the Eagle Mid Cap Stock Fund (the “Fund”) and have been responsible for the day-to-day management of the Fund’s investment portfolio since October 2012.

Performance discussion | For the fiscal year ended October 31, 2013, the Fund’s Class A shares returned 30.90% (excluding front-end sales charges of 4.75%), underperforming both benchmark indices, the S&P MidCap 400^® Index and, secondarily, the Russell Midcap^® Index, which returned 33.48% and 33.79%, respectively. The Fund benefitted from positive absolute performance in all sectors, and most returns were greater than 20%, with the consumer staples sector delivering returns of over 50%. The Fund’s performance, relative to the benchmark, benefitted from solid performance in the consumer discretionary and staples, energy, financials, materials and utilities sectors. Telecommunications services returned in-line relative results for the period. Health care, industrials, and information technology put up positive returns but lagged the benchmark for the period. Please keep in mind that an index is not available for direct investment; therefore its performance does not reflect the expenses associated with the active management of an actual portfolio.

Growth of a $10,000 investment from 10/31/03 to 10/31/13 (a)

LOGO

Underperformers | Energy XXI Bermuda Ltd., an exploration and production company, stumbled early in the year when oil production suffered due to infrastructure issues with a few of its assets. The Fund

continues to hold the stock as the Portfolio Management team (“PM team”) believes that the company is well positioned heading into 2014. Riverbed Technology, Inc. is a company offering solutions for enhancing network performance. While the company continues to show good top line growth, its income guidance has fallen short of expectations. The PM team believes the company’s products still have growth potential and investor concerns are reflected in the current share price; as such, the Fund continues to hold the stock. Ascena Retail Group, Inc. is a leading specialty retailer offering clothing, shoes, and accessories for women and tweens under multiple brand names. The PM team believes that the company underperformed given the challenging retail environment. The Fund no longer holds this stock. SolarWinds, Inc. is a leading provider of powerful and affordable IT management software. While the company continues to grow, the PM team believes that some investors have been disappointed with the moderation in the growth rate, as well as dilution effects from the recent N-able acquisition. The PM team believes there is still good growth potential for the company and that its management may be able to reverse the recent sales force execution issues and get the company’s license sales back on track. The Fund continues to hold this stock. Nuance Communications Inc. is a leading provider of voice recognition and other language solutions for both the consumer and corporate marketplaces. The company’s results and outlook have been challenged and are primarily below expectations this year. The PM team feels the long term outlook for the company is solid. The Fund continues to hold this stock.

Top performers | Flower Foods, Inc., the second largest producer and marketer of fresh packaged bakery foods in the United States, performed well driven by the liquidation of Hostess Brands, which the PM team believes allowed the company’s snack brands to enjoy nice market share gains and profits in the absence of Hostess products on store shelves. The company also acquired 20 of Hostess’ 38 bread facilities giving it plenty of opportunity to grow both its own bread business as well as that of Hostess’ flagship Wonder bread line in the long term. Hanesbrands Inc., a consumer goods company, performed well this year driven by lower cotton costs, increased product innovation, and by leveraging its new global supply chain to lower costs. The company recently acquired Maidenform Brands, Inc. and the PM team believes that its strong free cash flow generation may result in dividends, share buybacks and future acquisitions. IDEX Corporation, a diversified, engineered products company serving high-growth niche markets, has been a consistent performer over time with industry leading margins, returns and cash flow dynamics. The PM team believes the company is very well positioned to take advantage of slowly improving industrial fundamentals globally. B/E Aerospace, Inc. is a leading aerospace equipment provider with a focus on various cabin interior systems and parts for the commercial aerospace and business jet markets. Given the company’s content on current new build aircraft and solutions for retrofits, the PM team believes the company remains very well positioned for continued profitable growth. Jarden Corporation, a company that engages in the manufacturing, sourcing, marketing, and distribution of consumer products used in and around the home, performed well driven by accelerating organic sales growth, aggressive share buybacks and the announcement of a strategic deal. The PM team believes that the company’s rising free cash flow position may result in future mergers and acquisitions and share buybacks. The Fund continues to hold each of the securities noted above as “top performers.”


			7

Performance Summary and Commentary




Eagle Small Cap Growth Fund

Portfolio Managers | Bert L. Boksen, CFA^®, and Eric Mintz, CFA^®, are Co-Portfolio Managers of the Eagle Small Cap Growth Fund (the “Fund”). Mr. Boksen has been responsible for the day-to-day management of the Fund’s investment portfolio since 1995 and Mr. Mintz since March 2011.

Performance discussion | For the fiscal year ended October 31, 2013, the Fund’s Class A shares returned 32.09% (excluding front-end sales charges of 4.75%), underperforming its benchmark index, the Russell 2000^® Growth Index, which returned 39.84%. The Fund underperformed most in the information technology, industrials, and consumer staples sectors. Within these sectors, the Fund was hurt by weak stock selection, while being slightly underweight. In contrast, the energy and health care sectors were bright spots for the Fund to an extent, with very strong absolute and relative performance generated in both sectors, while being slightly overweight. Please keep in mind that an index is not available for direct investment; therefore its performance does not reflect the expenses associated with the active management of an actual portfolio.

Growth of a $10,000 investment from 10/31/03 to 10/31/13 (a)

LOGO

Underperformers | ARIAD Pharmaceuticals, Inc. is a company that focuses on therapies used to treat drug-resistant, difficult-to-treat cancers. The Portfolio Managers believe that investors were caught off-guard by an unexpected Food and Drug Administration (“FDA”) halt

placed on ARIAD’s late-stage clinical trial which was analyzing the firm’s leukemia drug candidate Iclusig. The Fund’s position was sold. Fusion-io, Inc., a producer of commercial data storage using “flash” memory, continued to have customer-concentration issues which plagued the firm in recent periods, exacerbated by multiple management departures earlier in the year. Despite a solid product offering, Fusion-io appears to have lost its strategic footing for the time being and the stock has suffered. As a result, the Fund’s position was sold. Vitamin Shoppe, Inc. is a specialty retailer of vitamins, sports nutrition, and health and beauty aids products. The stock had been a strong long term performer for the Fund, but it suffered a sharp sell-off early in the year as the firm back-end-loaded guidance for 2013. The company has continued to gain market share and maintain solid earnings growth. The Fund continues to hold this position. Monster Worldwide, Inc. provides online employment solutions through offerings such as searchable job postings for prospective employees and resume database access for recruiters. The firm has proceeded with some selective restructuring as part of a cost-savings initiative while continuing to entertain and evaluate strategic alternatives through a possible sale of the company. Shares of the stock have waned as the anticipated sale of the company has taken longer than expected. The Fund sold its position in the stock. Walter Energy, Inc., a producer of metallurgical coal used by the steel industry, softened manufacturing expectations, hampered by weakness in China’s economic outlook. This resulted in elevated metallurgical-coal supply levels that weighed heavily on the pricing environment for the company as well as others in the industry. The Fund’s position in the stock was sold.

Top performers | Medidata Solutions, Inc. provides technology used to enhance its customers’ efficiency in clinical development and research processes. The firm continues to experience solid demand for its clinical trial software and is taking market share from competitors at a substantial rate as it leverages its differentiated product offerings. The Fund continues to hold the stock. United Therapeutics Corp. is a biotechnology company focused on the development and commercialization of unique products to address the medical needs of patients with chronic and life threatening conditions such as pulmonary arterial hypertension. The Portfolio Managers believe that the company has benefitted from better-than-expected growth of its core marketed product portfolio as its diverse revenue base provides solid visibility from one period to the next. The Fund continues to hold the stock. Lufkin Industries, Inc., is a manufacturer of pump jacks used in the enhanced oil-recovery process. Its stock advanced when General Electric Co. announced its intention to purchase the stock at a substantial premium. The stock was sold prior to the acquisition. Gulfport Energy Corp., an independent oil and natural-gas exploration and production company, continues to see positive well results within its Utica acreage in Ohio. The Portfolio Management team expects the company to benefit from production increases on several of those wells as they begin to ramp. The Fund continues to hold this position. Colfax Corp., a manufacturer of fluid and gas handling and fabrication technology, has benefitted from close alignment with the secular growth tailwinds of low-cost natural gas in North America, which has fostered substantial capital investments as firms pour resources into building out. The Fund continues to hold this position.


8

Performance Summary and Commentary




Eagle Small Cap Stock Fund

Portfolio Managers | Charles Schwartz, CFA^®, Betsy Pecor, CFA^®, and Matthew McGeary, CFA^®, are Co-Portfolio Managers of the Eagle Small Cap Stock Fund (the “Fund”) and have been responsible for the day-to-day management of the Fund’s investment portfolio since its inception.

Performance discussion | From its inception on December 31, 2012 through October 31, 2013, the fiscal year end, the Fund’s Class A shares had a cumulative return of 29.46% (excluding front-end sales charges of 4.75%) underperforming its benchmark index, the Russell 2000^® Index, which returned 30.90% for the same time period. The Fund benefitted from positive absolute and relative performance in most sectors, including good performance in the consumer staples, energy, financials, materials and utilities sectors relative to the Fund’s benchmark. Consumer discretionary, information technology, and telecommunications services returned in-line relative results for the period. The health care and industrials sectors put up nicely positive returns, but lagged the benchmark. The Fund underperformed most in the health care and industrials sectors. Please keep in mind that an index is not available for direct investment; therefore its performance does not reflect the expenses associated with the active management of an actual portfolio.

Growth of a $10,000 investment from 12/31/12 to 10/31/13 (a)

LOGO

Underperformers | Mistras Group, Inc. provides highly technical products and services that test the structural integrity and reliability of infrastructure in the energy, industrial and public marketplaces. The company’s business was negatively impacted by the slow economy in the United States and very low activity levels in the oil refining industry throughout the year. The Fund continues to hold the security

due to the company’s niche focus and growth potential. The Portfolio Management team (“PM team”) believes that ValueClick, Inc., a digital marketing services provider, has experienced a tough combination of an increasingly competitive landscape and some self-inflicted sales execution issues. Additionally, there was a less-than-anticipated windfall to the company from Google Inc. in connection with the company’s exit from the affiliate marketing business. Vitamin Shoppe, Inc., a specialty retailer of vitamins, sports nutrition, and health and beauty aids products, underperformed due to a deceleration in sales, declining new store productivity, margin-dilutive investments and increased promotional activity; all of these factors led to back-end-loaded guidance for 2013. The PM team continues to like the company’s positioning in the vitamin, minerals and supplements market, its specialized niche as the industry leader based on its broad assortment and well-trained sales associates plus its square footage growth potential. Volcano Corporation, a developer of devices designed to assist with percutaneous coronary intervention, has had inconsistent performance this year. The PM team believes that much of the blame is on general industry malaise, and that there has been a significant decrease in volumes, which appears to have been reported by other larger companies that focus in the space. The company also has a large exposure to Japan, and has been hurt on foreign currency exchange rates. Vocera Communications, Inc. is a leader in hands-free, instant communication solutions with a focus on the healthcare industry. The company believes this is a $6 billion global market opportunity, where they are less than 2% penetrated. It has over 750 customers and a 95% retention rate. Unfortunately, being a young company, it is still learning the ways of its customers and, as such, reported first quarter financial results and guidance that did not meet investor expectations. The PM team believes that the company had a nice second quarter, and remains conservative on forward guidance. The Fund continues to hold each of the securities noted above as “underperformers.”

Top performers | Evercore Partners Inc., an independent investment banking firm, performed well, driven by strong revenue production, a growing advisory backlog, and opportunistic hiring of advisory senior managing directors. The Middleby Corporation provides a diversified suite of cooking equipment to the commercial food service and food processing industries. The company posted better-than-expected results all year driven by solid growth in its core businesses and through its purchase of Viking Range Corp., which is the company’s first foray into the high-end residential market. Carrizo Oil & Gas, Inc., a domestic oil and gas exploration and production company, posted strong results this year. The company spent the year divesting non-core assets and focusing its attention on its core growth assets in the Eagle Ford, Utica and Niobrara basins. The PM team believes that production growth has been very strong and the company’s balance sheet has improved. Buffalo Wild Wings, Inc. is the largest sports bar restaurant chain in the domestic casual dining industry, with nearly 1,000 units. The stock has performed well recently due to better-than-expected margins as a result of moderating traditional wing prices, as well as the firm’s July rollout of ordering wings by the portion, which has benefited margins with no significant customer pushback. Additionally, the stock has outperformed as same-store-sales trends have been better than expected. J2 Global, Inc., a company offering internet business solutions primarily to the small business market, performed well as a result of improved financial metrics in its core cloud-based business solutions as well as having better-than-expected results from its digital media segment. The Fund continues to hold each of the securities noted above as “top performers.”


			9

Performance Summary and Commentary




Eagle Smaller Company Fund

Portfolio Managers | David M. Adams, CFA^®, and John “Jack” McPherson, CFA^®, are Co-Portfolio Managers of the Eagle Smaller Company Fund (the “Fund”) and have been responsible for the day-to-day management of the Fund’s investment portfolio since its inception.

Performance discussion | For the fiscal year ended October 31, 2013, the Fund’s Class A shares returned 33.60% (excluding front-end sales charges of 4.75%) underperforming both benchmark indices, the Russell 2000^® Index and, secondarily, the Russell 2500^TM Index, which returned 36.28% and 35.41%, respectively. The Fund benefitted from positive performance in eight of ten sectors, including strong performance in the industrials, financials, consumer staples and utilities sectors relative to the Fund’s benchmark. The Fund’s holdings in materials, health care, energy, consumer discretionary, information technology and telecommunication services lagged their index peers. In materials, the Fund was hurt by weak stock selection, while being neutrally weighted. In health care, the Fund’s stock selections underperformed, while being underweight. In energy, the Fund underperformed due to weak stock selection, while being modestly overweight. Please keep in mind that an index is not available for direct investment; therefore its performance does not reflect the expenses associated with the active management of an actual portfolio.

Growth of a $10,000 investment from 11/03/08 to 10/31/13 (a)

LOGO

Underperformers | IAMGOLD Corporation, a leading gold mining company, declined 66% due to falling gold prices that the Portfolio

Management (“PM team”) believes drove investors away from gold mining companies and company-specific project cost over-runs. As the PM team investment thesis was never predicated on a gold “bet”, we continue to believe the cost over-run issues are transitory and believe the company can extract value from its asset base over time. Therefore the Fund continues to hold this security. Net1 UEPS Technologies, Inc., an electronic transactions provider in under-banked developing nations, fell 54% after the company announced it was being investigated by the Department of Justice, FBI and SEC for violations of the Foreign Corrupt Practices Act. The Fund no longer holds this security. Tower Group International, LTD., a property/casualty insurance company, fell 76% due to the fallout after the company announced it would be increasing prior period loss reserves for its legacy insured portfolio. As of the period end, the PM team is evaluating their options and the Fund continues to hold this security. AuRico Gold Inc., a gold and silver mining company, declined 50% as falling gold prices drove investors away from gold mining companies, and there was a disappointing earnings outlook as the company absorbed production cost increases. The PM team continues to believe the company can extract value from its asset base, and therefore, the Fund continues to hold the security. Coal producer, Arch Coal, Inc., fell 46% as the company lowered its earnings outlook due to weak demand in the United States, as well as lower-than-expected profitability in some of its operations. The Fund continues to hold the position as the PM team believes that demand destruction has reached its trough and the company continues to enjoy solid growth in overseas demand.

Top performers | Dycom Industries, Inc., a provider of engineering and construction services for telecommunications companies, rose 108% as the company is enjoying a multi-year tailwind of an improved outlook for capital spending by its largest customers. In addition, the company’s recent sizeable acquisition of the telecommunications infrastructure services subsidiaries of Quanta Services, Inc. should provide it greater scale when bidding on new contracts. Euronet Worldwide, Inc., an electronic transaction processing company, rose 114% after posting several strong earnings reports. The PM team believes that the company is benefitting from strong secular demand trends in most of its businesses as well as from its own fundamental execution efforts. On Assignment, Inc., a leading specialty staffing company that places professionals in the technology, life sciences, and health care sectors, appreciated 77% as the company is executing well and posting strong results. The PM team believes that the company continues to benefit from skill-set imbalances and high demand for temporary workers in each of its markets. The PM team believes the company is poised to benefit from strong synergies and a higher growth profile of its recent transformational acquisition, a continuation of strong demand trends in its end markets, and the expansion of its workforce. Nu Skin Enterprises, Inc., a multi-level marketer of primarily personal care products, rose 152% after several impressive earnings reports. The PM team believes that the company should continue to benefit from recent new product introductions, a robust new product pipeline, promising sales force growth and diverse end-market demand both domestically and in emerging markets such as China. Oceaneering International, Inc., a provider of oilfield services and equipment, appreciated 66% as a result of strong underlying fundamentals and a favorable long-term outlook for the company’s various businesses. The Fund continues to hold each of the securities noted above as “top performers.”


10

Description of Indices

The Barclays U.S. Intermediate Government/Credit Bond Index includes U.S. government and investment grade credit securities that have a greater than or equal to one year and less than ten years remaining to maturity and have $250,000,000 or more of outstanding face value. The returns of the index do not include the effect of any sales charges. That means that actual returns would be lower if they included the effect of sales charges.

The MSCI EAFE^® Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. As of November 27, 2013, the index consisted of 21 developed market country indices. Its returns do not include the effect of any sales charges. That means that actual returns would be lower if they included the effect of sales charges.

The Russell 1000^® Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 Index companies with higher price-to-book ratios and higher forecasted growth values. Its returns do not include the effect of any sales charges. That means that actual returns would be lower if they included the effect of sales charges.

The Russell 2000^® Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 is a subset of the Russell 3000^® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. Its returns do not include the effect of any sales charges. That means that actual returns would be lower if they included the effect of sales charges.

The Russell 2500^TM Index measures the performance of the small to mid-cap segment of the U.S. equity universe, commonly referred to as “smid” cap. The Russell 2500 is a subset of the Russell 3000^® Index. It includes approximately 2,500 of the smallest securities based on a combination of their market cap and current index membership. Its returns do not include the effect of any sales charges. That means that actual returns would be lower if they included the effect of sales charges.

The Russell 2000^® Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000 Index companies with higher price-to-value ratios and higher forecasted growth values. Its returns do not include the effect of any sales charges. That means that actual returns would be lower if they included the effect of sales charges.

The Russell Midcap^® Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap is a subset of the Russell 1000^® Index. It includes approximately 800 of the smallest securities based on a combination of their market cap and current index membership. Its returns do not include the effect of any sales charges. That means that actual returns would be lower if they included the effect of sales charges.

The Russell Midcap^® Growth Index measures the performance of the mid-cap growth segment of the U.S. equity universe. It includes those Russell Midcap Index companies with higher price-to-book ratios and higher forecasted growth values. Its returns do not include the effect of any sales charges. That means that actual returns would be lower if they included the effect of sales charges.

The S&P 500^® Index is an unmanaged index of 500 U.S. stocks and gives a broad look at how stock prices have performed. Its returns do not include the effect of any sales charges. That means that actual returns would be lower if they included the effect of sales charges.

The S&P MidCap 400^® Index is an unmanaged index that measures the performance of the mid-sized company segment of the U.S. market. Its returns do not include the effect of any sales charges. That means that actual returns would be lower if they included the effect of sales charges.


			11

Investment Portfolios


10.31.2013


EAGLE CAPITAL APPRECIATION FUND
COMMON STOCKS—99.5%	Shares		Value
Aerospace/defense—1.6%
Northrop Grumman Corp.		49,300		$5,300,243

Apparel—3.4%
Hanesbrands, Inc.		31,000		2,111,720
NIKE, Inc., Class B		117,752		8,920,892

Auto manufacturers—1.0%
Ford Motor Co.		187,900		3,214,969

Auto parts & equipment—1.8%
Johnson Controls, Inc.		82,100		3,788,915
Lear Corp.		26,500		2,050,835

Beverages—2.3%
PepsiCo, Inc.		90,221		7,586,684

Biotechnology—5.0%
Amgen, Inc.		29,300		3,398,800
Celgene Corp.*		25,100		3,727,099
Gilead Sciences, Inc.*		56,700		4,025,133
Vertex Pharmaceuticals, Inc.*		69,727		4,974,324

Chemicals—1.3%
Praxair, Inc.		34,348		4,283,539

Commercial services—2.2%
MasterCard, Inc., Class A		10,133		7,266,374

Computers—7.9%
Apple, Inc.		43,138		22,533,134
Western Digital Corp.		46,000		3,202,980

Cosmetics/personal care—1.0%
The Procter & Gamble Co.		41,891		3,382,698

Diversified financial services—3.4%
American Express Co.		83,575		6,836,435
IntercontinentalExchange, Inc.*		22,285		4,294,988

Electronics—2.3%
Honeywell International, Inc.		83,980		7,283,585

Food—1.1%
The Kroger Co.		81,800		3,504,312

Healthcare services—2.9%
Aetna, Inc.		79,800		5,003,460
Cigna Corp.		57,000		4,387,860

Internet—14.4%
Amazon.com, Inc.*		25,431		9,257,647
Equinix, Inc.*		36,466		5,888,530
Facebook, Inc., Class A*		100,200		5,036,052
Google, Inc., Class A*		20,252		20,871,306
priceline.com, Inc.*		5,360		5,648,529

Lodging—1.8%
Marriott International, Inc., Class A		129,195		5,824,111

Media—1.8%
Comcast Corp., Class A		70,500		3,354,390
DIRECTV*		40,800		2,549,592

Metal fabricate/hardware—1.1%
Precision Castparts Corp.		13,480		3,416,506

Oil & gas—2.7%
Anadarko Petroleum Corp.		28,564		2,721,863
Pioneer Natural Resources Co.		18,524		3,793,345
Valero Energy Corp.		50,400		2,074,968



COMMON STOCKS—99.5%	Shares		Value
Oil & gas services—4.7%
Schlumberger Ltd.		162,910		$15,267,925

Pharmaceuticals—0.9%
McKesson Corp.		19,500		3,048,630

Real estate—2.8%
CBRE Group, Inc., Class A*		391,447		9,093,314

Real estate investment trusts (REITs)—4.7%
American Tower Corp.		190,853		15,144,186

Retail—13.0%
Chipotle Mexican Grill, Inc.*		13,135		6,921,751
Costco Wholesale Corp.		98,602		11,635,036
CVS Caremark Corp.		79,500		4,949,670
Dollar General Corp.*		94,612		5,466,681
PVH Corp.		49,423		6,156,623
The Home Depot, Inc.		89,800		6,994,522

Semiconductors—8.8%
Lam Research Corp.*		70,000		3,796,100
QUALCOMM, Inc.		232,330		16,139,965
Xilinx, Inc.		186,450		8,468,559

Software—3.4%
Fiserv, Inc.*		23,400		2,450,682
Microsoft Corp.		69,900		2,470,965
Salesforce.com, Inc.*		113,399		6,050,971

Telecommunications—1.6%
Crown Castle International Corp.*		66,797		5,077,908

Textiles—0.6%
Mohawk Industries, Inc.*		15,000		1,986,300
Total common stocks (cost $185,772,437)				322,635,606

Total investment portfolio (cost $185,772,437) 99.5% ‡				322,635,606

Other assets in excess of liabilities 0.5%				1,747,256

Net assets 100.0%				$324,382,862

* Non-income producing security
‡ As of October 31, 2013, aggregate cost for federal income tax purposes was $186,471,455. Net unrealized appreciation (depreciation) on a tax-basis was $136,164,151, including aggregate gross unrealized appreciation and (depreciation) of $136,550,393 and $(386,242), respectively. The difference between book-basis and tax-basis unrealized appreciation (depreciation) was primarily attributable to deferral of losses from wash sales.



Sector allocation (unaudited)
Sector	Percent of net assets
Consumer, cyclical		21.6%
Technology		20.1%
Communications		17.8%
Consumer, non-cyclical		15.4%
Financial		10.9%
Energy		7.4%
Industrial		5.0%
Basic materials		1.3%


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

Investment Portfolios


10.31.2013


EAGLE GROWTH & INCOME FUND
COMMON STOCKS—98.5%	Shares		Value
Aerospace/defense—2.8%
United Technologies Corp.		129,604		$13,770,425

Banks—12.9%
Capital One Financial Corp.		246,300		16,913,421
JPMorgan Chase & Co.		315,103		16,240,409
The PNC Financial Services Group, Inc.		185,310		13,625,844
Wells Fargo & Co.		371,675		15,866,806

Beverages—5.1%
PepsiCo, Inc.		150,124		12,623,927
The Coca-Cola Co.		303,777		12,020,456

Chemicals—5.2%
E.I. du Pont de Nemours & Co.		184,608		11,298,010
LyondellBasell Industries N.V., Class A		188,620		14,071,052

Computers—4.1%
Apple, Inc.		37,842		19,766,769

Cosmetics/personal care—2.8%
The Procter & Gamble Co.		168,451		13,602,418

Electrical components & equipment—2.7%
Emerson Electric Co.		195,127		13,067,655

Electronics—6.1%
Honeywell International, Inc.		168,357		14,601,603
Tyco International Ltd.		414,799		15,160,903

Entertainment—3.3%
Regal Entertainment Group, Class A		847,536		16,111,659

Food—4.4%
General Mills, Inc.		203,511		10,261,025
Sysco Corp.		341,132		11,032,209

Healthcare products—2.8%
St. Jude Medical, Inc.		238,030		13,660,542

Miscellaneous manufacturer—3.3%
3M Co.		127,159		16,002,960

Oil & gas—11.7%
Chevron Corp.		124,937		14,987,443
ConocoPhillips		176,888		12,965,890
Occidental Petroleum Corp.		160,996		15,468,496
Total S.A., Sponsored ADR		218,025		13,338,769

Pharmaceuticals—8.6%
GlaxoSmithKline PLC, Sponsored ADR		273,280		14,382,726
Merck & Co., Inc.		290,440		13,095,940
Pfizer, Inc.		469,789		14,413,127

Real estate investment trusts (REITs)—2.5%
American Campus Communities, Inc.		223,301		7,717,283
Simon Property Group, Inc.		30,242		4,673,901

Retail—4.4%
McDonald’s Corp.		88,109		8,504,281
The Home Depot, Inc.		167,425		13,040,733

Semiconductors—3.2%
Applied Materials, Inc.		870,605		15,540,299

Software—3.3%
Microsoft Corp.		458,181		16,196,698

Telecommunications—3.7%
AT&T, Inc.		285,902		10,349,652
CenturyLink, Inc.		231,666		7,844,211



COMMON STOCKS—98.5%	Shares		Value
Toys/games/hobbies—2.9%
Mattel, Inc.		314,728		$13,964,481

Transportation—2.7%
United Parcel Service, Inc., Class B		133,260		13,091,462
Total common stocks (cost $387,753,034)				479,273,485

Total investment portfolio (cost $387,753,034) 98.5% ‡				479,273,485

Other assets in excess of liabilities 1.5%				7,132,283

Net assets 100.0%				$486,405,768

‡ As of October 31, 2013, aggregate cost for federal income tax purposes was $387,508,857. Net unrealized appreciation (depreciation) on a tax-basis was $91,764,628, including aggregate gross unrealized appreciation and (depreciation) of $95,459,910 and $(3,695,282), respectively. The difference between book-basis and tax-basis unrealized appreciation (depreciation) was primarily attributable to deferral of losses from wash sales and non-REIT return of capital.

ADR—American depository receipt



Sector allocation (unaudited)
Sector	Percent of net assets
Consumer, non-cyclical		23.7%
Industrial		17.6%
Financial		15.4%
Energy		11.7%
Consumer, cyclical		10.6%
Technology		10.6%
Basic materials		5.2%
Communications		3.7%



EAGLE INTERNATIONAL STOCK FUND
COMMON STOCKS—93.5%	Shares		Value
Australia—9.9%
Amcor Ltd.		13,261		$135,865
Arrium Ltd.		12,780		16,729
Commonwealth Bank of Australia		458		32,933
CSL Ltd.		2,296		150,819
Insurance Australia Group Ltd.		19,524		114,040
Iress Ltd.		2,102		19,629
National Australia Bank Ltd.		3,852		128,554
Suncorp Group Ltd.		5,635		71,261

Belgium—1.3%
Barco N.V.		198		15,003
Delhaize Group S.A.		489		31,197
KBC Groep N.V.		708		38,488

Bermuda—0.3%
Catlin Group Ltd.		2,203		18,134

Britain—14.5%
Associated British Foods PLC		1,052		38,351


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

Investment Portfolios


10.31.2013


EAGLE INTERNATIONAL STOCK FUND (cont’d)
COMMON STOCKS—93.5%	Shares		Value
Britain (cont’d)
AstraZeneca PLC		750		$39,682
Barclays PLC		18,626		78,724
Barratt Developments PLC		12,372		66,311
Bellway PLC		898		21,713
Diageo PLC		3,747		119,378
DS Smith PLC		4,189		20,298
easyJet PLC		2,573		54,003
HSBC Holdings PLC		9,031		98,983
Lloyds Banking Group PLC*		27,328		33,972
Quindell Portfolio PLC*		46,204		11,668
Taylor Wimpey PLC		13,683		24,251
Tesco PLC		12,733		74,195
Vodafone Group PLC		59,402		218,760
WPP PLC		3,538		75,427

Denmark—3.0%
AP Moeller—Maersk A/S, Class B		10		96,755
GN Store Nord A/S		1,604		36,522
Novo Nordisk A/S, Class B		123		20,489
Topdanmark A/S*		1,211		32,980
Tryg A/S		163		14,896

France—11.4%
AXA S.A.		2,273		56,785
BNP Paribas S.A.		691		51,085
Cie Generale des Etablissements Michelin		542		56,585
Compagnie Plastic Omnium S.A.		1,447		41,373
Credit Agricole S.A.*		6,292		75,854
European Aeronautic Defence and Space Co. N.V.		933		64,112
Ipsen S.A.		302		13,242
L’Oreal S.A.		74		12,675
Renault S.A.		1,239		108,301
Sanofi		1,116		119,335
Societe Generale S.A.		860		48,698
Technicolor S.A.*		4,754		25,652
Teleperformance		392		20,763
Total S.A.		931		57,102
UBISOFT Entertainment*		1,599		20,539

Germany—13.0%
Allianz SE		1,017		171,085
Bayer AG		735		91,352
Commerzbank AG*		3,422		43,995
Deutsche Bank AG		1,845		89,255
Deutsche Lufthansa AG*		2,088		40,441
freenet AG*		528		13,754
Fresenius SE & Co. KGaA		224		29,115
HeidelbergCement AG		962		75,835
Muenchener Rueckversicherungs AG		706		147,524
ProSiebenSat.1 Media AG		746		35,532
Volkswagen AG		577		141,408

Guernsey—0.2%
Resolution Ltd.		2,502		14,338

Hong Kong—1.2%
Power Assets Holdings Ltd.		4,000		33,329
Singamas Container Holdings Ltd.		40,000		9,338
Wheelock & Co. Ltd.		8,000		40,862

Isle of Man—0.2%
Playtech PLC		1,056		12,470

Israel—1.2%
Teva Pharmaceutical Industries Ltd.		2,073		77,284



COMMON STOCKS—93.5%	Shares		Value
Italy—1.7%
Gtech Spa		1,468		$44,541
Milano Assicurazioni SpA*		22,936		19,539
Telecom Italia SpA		50,505		49,201

Japan—24.2%
Bridgestone Corp.		900		30,866
Central Japan Railway Co.		400		51,867
Enplas Corp.		300		19,765
Fuji Heavy Industries Ltd.		4,000		109,411
Fuji Machine Manufacturing Co. Ltd.		1,300		11,687
Fuji Oil Co. Ltd.		1,900		34,595
Heiwa Corp.		1,800		30,207
IRISO Electronics Co. Ltd.		300		11,808
ITOCHU Corp.		10,900		131,169
KDDI Corp.		1,900		102,934
Kyowa Exeo Corp.		2,600		30,875
Marubeni Corp.		16,000		125,331
Matsumotokiyoshi Holdings Co. Ltd.		1,100		37,102
Mitsui & Co. Ltd.		8,100		115,722
NEC Networks & System Integration Corp.		500		12,583
Nexon Co. Ltd.		3,700		43,285
Nippon Telegraph & Telephone Corp.		2,300		119,495
SCSK Corp.		2,200		55,715
Shindengen Electric Manufacturing Co. Ltd.		5,000		32,035
SHOWA Corp.		1,400		19,402
Sojitz Corp.		44,000		85,282
Sumitomo Corp.		7,700		100,186
Sumitomo Mitsui Financial Group, Inc.		1,300		62,607
Suzuken Co. Ltd.		600		21,657
Takuma Co. Ltd.		2,000		17,011
Toyo Tire & Rubber Co. Ltd.		3,000		17,548
Toyota Motor Corp.		3,100		201,109

Netherlands—2.4%
Delta Lloyd N.V.		2,973		63,213
Royal Dutch Shell PLC, Class B		2,900		100,226

Norway—0.8%
DNO International ASA*		12,264		34,702
Fred Olsen Energy ASA		497		20,901

Singapore—1.4%
DBS Group Holdings Ltd.		7,000		94,219

Sweden—2.9%
AarhusKarlshamn AB		272		16,069
SAS AB*		9,907		29,714
Skandinaviska Enskilda Banken AB, Class A		9,821		118,619
Svenska Cellulosa AB SCA, Class B		1,087		30,865

Switzerland—3.9%
Credit Suisse Group AG*		401		12,476
Implenia AG*		212		14,264
Roche Holding AG		433		119,646
Swiss Re AG*		1,325		116,109
Total common stocks (cost $5,751,819)				6,304,586

PREFERRED STOCKS—0.2%
Italy—0.2%
Unipol Gruppo Finanziario SpA, 0.17%		3,453		15,495
Total preferred stocks (cost $12,914)				15,495


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

Investment Portfolios


10.31.2013


EAGLE INTERNATIONAL STOCK FUND (cont’d)
	Value
Total investment portfolio (cost $5,764,733) 93.7% ‡		$6,320,081

Other assets in excess of liabilities 6.3%		428,414

Total net assets 100.0%		$6,748,495

* Non-income producing security ‡ As of October 31, 2013, aggregate cost for federal income tax purposes was $5,766,180. Net unrealized appreciation (depreciation) on a tax-basis was $553,901, including aggregate gross unrealized appreciation and (depreciation) of $613,303 and $(59,402), respectively. The difference between book-basis and tax-basis unrealized appreciation (depreciation) was primarily attributable to deferral of losses from wash sales.



Sector allocation (unaudited)
Sector	Percent of net assets
Financial		28.2%
Consumer, cyclical		24.7%
Consumer, non-cyclical		15.0%
Communications		11.0%
Industrial		8.2%
Energy		3.1%
Technology		2.0%
Basic materials		1.0%
Utilities		0.5%



Industry allocation (unaudited)
Industry	Value		Percent of net assets
Banks		$1,008,462		14.9%
Insurance		855,399		12.7%
Auto manufacturers		560,229		8.3%
Distribution/wholesale		557,690		8.3%
Telecommunications		540,666		8.0%
Pharmaceuticals		502,687		7.5%
Food		194,407		2.9%
Oil & gas		192,030		2.8%
Auto parts & equipment		165,774		2.5%
Biotechnology		150,819		2.2%
Transportation		148,622		2.2%
Packaging & containers		135,865		2.0%
Airlines		124,158		1.8%
Beverages		119,378		1.8%
Home builders		112,275		1.7%
Advertising		96,190		1.4%
Building materials		75,835		1.1%



Industry allocation (unaudited) (cont’d)
Industry	Value		Percent of net assets
Entertainment		$74,748		1.1%
Internet		74,582		1.1%
Computers		68,298		1.0%
Aerospace/defense		64,112		1.0%
Engineering & construction		62,150		0.9%
Forest products & paper		51,163		0.8%
Electronics		46,576		0.7%
Real estate		40,862		0.6%
Retail		37,102		0.6%
Media		35,532		0.5%
Electric		33,329		0.5%
Software		33,009		0.5%
Semiconductors		32,035		0.5%
Healthcare services		29,115		0.4%
Home furnishings		25,652		0.4%
Oil & gas services		20,901		0.3%
Iron/steel		16,729		0.2%
Cosmetics/personal care		12,675		0.2%
Machinery-diversified		11,687		0.2%
Miscellaneous manufacturer		9,338		0.1%
Total investment portfolio		$6,320,081		93.7%



EAGLE INVESTMENT GRADE BOND FUND

CORPORATE BONDS—50.1%	Principal amount (in thousands)		Value
Domestic—40.0%
Banks—4.1%
Branch Banking & Trust Co., 2.30%, 10/15/18		$1,000		$1,011,559
Huntington Bancshares, Inc., 2.60%, 08/02/18		1,500		1,513,838
SunTrust Banks, Inc., 2.35%, 11/01/18		1,000		1,005,037

Biotechnology—1.2%
Celgene Corp., 2.30%, 08/15/18		1,000		1,006,640

Computers—1.8%
EMC Corp., 1.88%, 06/01/18		1,500		1,500,149

Diversified financial services—3.6%
General Electric Capital Corp., 1.00%, 12/11/15		1,000		1,005,423
Hyundai Capital America, 144A, 2.88%, 08/09/18 (a)		1,000		1,005,847
IntercontinentalExchange Group, Inc., 2.50%, 10/15/18		1,000		1,019,031

Electric—4.4%
Duke Energy Corp., 2.15%, 11/15/16		750		773,246
NextEra Energy Capital Holdings, Inc., 2.55%, 11/15/13		1,000		1,000,614
The Southern Co., 2.45%, 09/01/18		1,000		1,023,234
Xcel Energy, Inc., 0.75%, 05/09/16		1,000		994,648

Food—0.6%
Wm. Wrigley Jr. Co., 144A, 1.40%, 10/21/16 (a)		500		500,922


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

Investment Portfolios


10.31.2013


EAGLE INVESTMENT GRADE BOND FUND (cont’d)

CORPORATE BONDS—50.1%	Principal amount (in thousands)		Value
Healthcare products—1.2%
Edwards Lifesciences Corp., 2.88%, 10/15/18		$ 1,000		$ 1,005,140

Healthcare services—3.6%
Laboratory Corp. of America Holdings, 2.20%, 08/23/17		1,000		1,004,619
Ventas Realty LP, 1.55%, 09/26/16		1,000		1,006,324
WellPoint, Inc., 2.38%, 02/15/17		1,000		1,023,911

Housewares—1.2%
Newell Rubbermaid, Inc., 2.00%, 06/15/15		1,000		1,012,735

Insurance—6.3%
American International Group, Inc., 3.38%, 08/15/20		1,500		1,523,635
AON Corp., 3.50%, 09/30/15		1,750		1,831,932
Assurant, Inc., 2.50%, 03/15/18		1,000		988,047
Prudential Financial, Inc., 2.30%, 08/15/18		1,000		1,014,844

Media—1.2%
Viacom, Inc., 2.50%, 09/01/18		1,000		1,012,597

Oil & gas—1.2%
Nabors Industries, Inc., 144A, 2.35%, 09/15/16 (a)		1,000		1,014,805

Oil & gas services—1.2%
Halliburton Co., 2.00%, 08/01/18		1,000		1,007,101

Pharmaceuticals—1.8%
AbbVie, Inc., 1.75%, 11/06/17		1,500		1,507,958

Software—3.5%
Autodesk, Inc., 1.95%, 12/15/17		1,000		999,104
Broadridge Financial Solutions, Inc., 3.95%, 09/01/20		1,000		1,025,538
Oracle Corp., 1.20%, 10/15/17		1,000		989,209

Telecommunications—3.1%
AT&T, Inc., 1.40%, 12/01/17		1,000		986,584
Verizon Communications, Inc., 2.50%, 09/15/16		1,000		1,036,844
Verizon Communications, Inc., 8.75%, 11/01/18		500		645,102

Total domestic corporate bonds (cost $33,683,194)				33,996,217

Foreign—10.1%
Household products/wares—1.2%
Reckitt Benckiser Treasury Services PLC, 144A, 2.13%, 09/21/18 (a)		1,000		1,009,372

Internet—1.8%
Baidu, Inc., 3.25%, 08/06/18		1,500		1,532,405

Mining—1.2%
Goldcorp, Inc., 2.13%, 03/15/18		1,000		982,444

Oil & gas—4.7%
Petrobras Global Finance BV, 2.00%, 05/20/16		1,000		991,200
Shell International Finance BV, 1.90%, 08/10/18		1,500		1,517,609
Total Capital, 2.13%, 08/10/18		1,500		1,519,217

Semiconductors—1.2%
TSMC Global Ltd., 144A, 0.95%, 04/03/16 (a)		1,000		995,375
Total foreign corporate bonds (cost $8,472,899)				8,547,622

Total corporate bonds (cost $42,156,093)				42,543,839

MORTGAGE AND ASSET-BACKED SECURITIES—35.7%
Domestic—32.0%
Asset-Backed Securities—7.8%
AmeriCredit Automobile Receivables Trust, Series 2011-5, Class A3, 1.55%, 07/08/16		1,000		1,003,044




MORTGAGE AND ASSET-BACKED SECURITIES—35.7%	Principal amount (in thousands)		Value
Asset-Backed Securities (cont’d)
CarMax Auto Owner Trust, Series 2013-4, Class B, 1.72%, 07/15/19		$ 1,000		$ 999,925
Ford Credit Auto Owner Trust, Series 2012-C, Class D, 2.43%, 01/15/19		1,000		1,016,388
Ford Credit Floorplan Master Owner Trust, Series 2012-1, Class C, FRN, 1.67%, 01/15/16		2,000		2,002,828
Santander Drive Auto Receivables Trust, Series 2012-1, Class C, 3.78%, 11/15/17		1,000		1,025,509
Sierra Timeshare Receivables Funding LLC, Series 2012-1A, Class B, 144A, 3.58%, 11/20/28 (b)		620		631,400

Federal agency mortgage-backed obligations—24.2%
Fannie Mae Pool,
Series 0957, Class MA, 3.00%, 01/01/22		1,253		1,307,743
Series 1212, Class MA, 2.50%, 10/01/22		1,257		1,290,579
Series 255933, 5.50%, 11/01/35		462		504,570
Fannie Mae, REMIC,
Series 2008-18, Class ND, 4.00%, 05/25/20		363		378,966
Series 2011-45, Class NG, 3.00%, 03/25/25		1,135		1,170,057
Series 2011-53, Class CY, 4.00%, 06/25/41		698		743,985
Series 2012-136, Class PD, 2.50%, 11/25/42		1,401		1,405,563
Series 2012-96, Class VA, 3.50%, 02/25/22		447		469,571
Freddie Mac Gold Pool,
Series 15482, Class J, 4.00%, 05/01/26		975		1,029,974
Series 91366, Class C, 4.50%, 04/01/31		834		899,140
Freddie Mac, REMIC,
Series 2628, Class AB, 4.50%, 06/15/18		70		72,693
Series 2885, Class LC, 4.50%, 04/15/34		146		153,876
Series 3650, Class PA, 5.00%, 01/15/40		357		386,508
Series 4045, Class PA, 2.00%, 12/15/41		2,566		2,544,761
Series 4068, Class MB, 2.00%, 02/15/42	��	3,096		3,095,243
Series 4097, Class BG, 2.00%, 12/15/41		2,609		2,549,431
Ginnie Mae I Pool, Series 783112, 5.50%, 09/15/22		912		976,518
Ginnie Mae II Pool, Series 5107, 4.00%, 07/20/26		967		1,028,294
Ginnie Mae, REMIC,
Series 2004-86, Class PK, 4.00%, 09/20/34		235		246,269
Series 2010-169, Class CD, 3.00%, 12/16/25		256		268,116

Total domestic mortgage and asset-backed securities (cost $27,478,286)				27,200,951

Foreign—3.7%
Covered bonds — 3.7%
Bank of Montreal, 144A, 2.63%, 01/25/16(a)		1,000		1,044,037
The Bank of Nova Scotia, 144A, 2.15%, 08/03/16 (a)		1,000		1,036,673
The Toronto-Dominion Bank, 144A, 2.20%, 07/29/15 (a)		1,000		1,029,893
Total foreign mortgage and asset-backed securities (cost $2,997,481)				3,110,603
Total mortgage and asset-backed securities (cost $30,475,767)				30,311,554

U.S. TREASURIES—8.2%
U.S. Treasury Notes,
1.00%, 09/30/16		1,500		1,518,750
2.50%, 08/15/23		5,500		5,479,375
Total U.S. Treasuries (cost $6,933,140)				6,998,125


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

Investment Portfolios


10.31.2013


EAGLE INVESTMENT GRADE BOND FUND (cont’d)

U.S. GOVERNMENT AGENCY SECURITIES—4.5%	Principal amount (in thousands)		Value
Federal Farm Credit Banks, 0.60%, 04/25/17		$ 2,000		$ 1,979,046
Private Export Funding Corp., 2.25%, 12/15/17		1,750		1,810,484
Total U.S. Government agency securities (cost $3,774,420)				3,789,530

SUPRANATIONAL BANKS—1.2%
International Bank for Reconstruction & Development, 2.38%, 05/26/15		1,000		1,031,080
Total supranational banks (cost $996,312)				1,031,080

Total investment portfolio (cost $84,335,732) 99.7% ‡				84,674,128

Other assets in excess of liabilities 0.3%				227,956

Total net assets 100.0%				$84,902,084

(a) Restricted securities deemed to be liquid for purposes of compliance limitations on holdings of illiquid securities. At October 31, 2013, these securities aggregated $7,636,924 or 9.0% of the net assets of the Fund. (b) Restricted security deemed to be illiquid for purposes of compliance limitations on holdings of illiquid securities. This security was purchased on February 12, 2013 at a cost of $936,872 which was 0.7% of net assets at the time of purchase. At October 31, 2013, this security had an amortized cost of $632,498 and a market value of $631,400 which was 0.7% of the net assets of the Fund. 144A—Securities are purchased under Rule 144A of the Securities Act of 1933 or are private placements and, unless registered under the Securities Act of 1933 or exempted from registration, generally may only be sold to qualified institutional buyers. FRN—Floating rate notes reset their interest rates on a semiannual or quarterly basis. Rate shown was as of October 31, 2013. REMIC—Real estate mortgage investment conduit ‡ As of October 31, 2013, aggregate cost for federal income tax purposes was $84,335,732. Net unrealized appreciation (depreciation) on a tax-basis was $338,396, including aggregate gross unrealized appreciation and (depreciation) of $771,426 and $(433,030), respectively.



Standard & Poor’s bond ratings (unaudited)
Bond rating	Percent of net assets
AAA		1.2%
AA		45.2%
A		19.5%
BBB		27.1%
Not rated		6.7%

Moody’s bond ratings (unaudited)
Bond rating	Percent of net assets
Aaa		44.1%
Aa		9.5%
A		11.8%
Baa		33.6%
Not rated		0.7%



EAGLE MID CAP GROWTH FUND
COMMON STOCKS—98.9%	Shares		Value
Aerospace/defense—0.5%
Triumph Group, Inc.		44,996		$3,223,963

Airlines—1.3%
Delta Air Lines, Inc.		304,180		8,024,268

Apparel—1.8%
Michael Kors Holdings Ltd.*		138,045		10,622,563

Beverages—3.4%
Constellation Brands, Inc., Class A*		125,870		8,219,311
Monster Beverage Corp.*		206,885		11,840,028

Biotechnology—0.7%
Vertex Pharmaceuticals, Inc.*		59,585		4,250,794

Building materials—2.1%
Eagle Materials, Inc.		82,175		6,163,947
Fortune Brands Home & Security, Inc.		142,017		6,118,092

Chemicals—4.7%
CF Industries Holdings, Inc.		24,195		5,216,442
Huntsman Corp.		356,345		8,274,331
Westlake Chemical Corp.		135,373		14,541,768

Commercial services—2.4%
Gartner, Inc.*		122,735		7,235,228
Sotheby’s		136,400		7,079,160

Computers—3.0%
Cognizant Technology Solutions Corp., Class A*		80,460		6,994,388
IHS, Inc., Class A*		100,068		10,912,415

Distribution/wholesale—1.0%
HD Supply Holdings, Inc.*		283,080		5,715,385

Diversified financial services—5.2%
Ameriprise Financial, Inc.		170,195		17,111,405
TD Ameritrade Holding Corp.		503,161		13,716,169

Electronics—1.0%
Amphenol Corp., Class A		72,520		5,822,631

Engineering & construction—1.7%
Chicago Bridge & Iron Co. N.V.		140,592		10,416,461

Entertainment—3.8%
Bally Technologies, Inc.*		125,434		9,174,243
International Game Technology		704,025		13,235,670

Environmental control—1.7%
Waste Connections, Inc.		241,957		10,341,242

Food—1.1%
The Fresh Market, Inc.*		124,301		6,328,164
Healthcare products—2.9%
Sirona Dental Systems, Inc.*		77,220		5,579,145
The Cooper Companies, Inc.		88,380		11,419,580

Healthcare services—1.5%
Universal Health Services, Inc., Class B		114,345		9,211,633

Home furnishings—2.9%
Harman International Industries, Inc.		209,705		16,990,299

Household products/wares—1.6%
Church & Dwight Co., Inc.		150,510		9,805,726

Insurance—3.2%
Arch Capital Group Ltd.*		133,930		7,762,583
Genworth Financial, Inc., Class A*		763,570		11,094,672


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

Investment Portfolios


10.31.2013


EAGLE MID CAP GROWTH FUND (cont’d)
COMMON STOCKS—98.9%	Shares		Value
Internet—5.7%
Liberty Interactive Corp.*		561,400		$15,135,344
LinkedIn Corp., Class A*		16,440		3,677,135
TIBCO Software, Inc.*		145,055		3,562,551
TripAdvisor, Inc.*		138,245		11,434,244

Leisure time—2.4%
Norwegian Cruise Line Holdings Ltd.*		102,779		3,290,984
Royal Caribbean Cruises Ltd.		258,855		10,882,264

Lodging—3.5%
Starwood Hotels & Resorts Worldwide, Inc.		156,925		11,552,818
Wynn Resorts Ltd.		55,235		9,182,819

Machinery-diversified—1.1%
Flowserve Corp.		94,845		6,588,882

Media—3.8%
Discovery Communications, Inc., Class A*		46,640		4,147,229
FactSet Research Systems, Inc.		52,555		5,725,342
Sirius XM Radio, Inc.		3,348,960		12,625,579

Miscellaneous manufacturer—5.2%
Colfax Corp.*		171,206		9,580,688
Hexcel Corp.*		182,655		7,728,133
Pall Corp.		78,785		6,343,768
Pentair Ltd.		106,090		7,117,578

Oil & gas—3.8%
Cabot Oil & Gas Corp.		321,350		11,350,082
Cimarex Energy Co.		74,305		7,828,032
Pioneer Natural Resources Co.		16,595		3,398,324

Oil & gas services—1.4%
Dresser-Rand Group, Inc.*		134,435		8,169,615

Pharmaceuticals—8.0%
AmerisourceBergen Corp.		140,315		9,166,779
BioMarin Pharmaceutical, Inc.*		103,496		6,501,619
Catamaran Corp.*		239,815		11,261,713
Medivation, Inc.*		94,720		5,669,939
Mylan, Inc.*		258,330		9,782,957
Quintiles Transnational Holdings, Inc.*		116,072		4,873,863

Retail—3.9%
AutoZone, Inc.*		14,580		6,337,780
Chipotle Mexican Grill, Inc.*		11,205		5,904,699
Sally Beauty Holdings, Inc.*		412,347		10,852,973

Semiconductors—2.3%
Altera Corp.		183,225		6,156,360
Linear Technology Corp.		93,990		3,866,748
Microchip Technology, Inc.		80,785		3,470,524

Software—5.1%
ANSYS, Inc.*		102,620		8,974,119
Autodesk, Inc.*		190,520		7,603,653
Concur Technologies, Inc.*		70,582		7,382,877
Electronic Arts, Inc.*		231,730		6,082,913

Telecommunications—5.0%
IPG Photonics Corp.		140,719		9,325,448
JDS Uniphase Corp.*		242,855		3,178,972
Juniper Networks, Inc.*		261,105		4,866,997
SBA Communications Corp., Class A*		142,335		12,450,043



COMMON STOCKS—98.9%	Shares		Value
Transportation—0.2%
Expeditors International of Washington, Inc.		33,564		$1,520,114
Total common stocks (cost $397,979,334)				586,994,207

Total investment portfolio (cost $397,979,334) 98.9% ‡				586,994,207

Other assets in excess of liabilities 1.1%				6,569,134

Net assets 100.0%				$593,563,341

* Non-income producing security ‡ As of October 31, 2013, aggregate cost for federal income tax purposes was $398,863,401. Net unrealized appreciation (depreciation) on a tax-basis was $188,130,806, including aggregate gross unrealized appreciation and (depreciation) of $190,084,933 and $(1,954,127), respectively. The difference between book-basis and tax-basis unrealized appreciation (depreciation) was primarily attributable to deferral of losses from wash sales.



Sector allocation (unaudited)
Sector	Percent of net assets
Consumer, non-cyclical		21.6%
Consumer, cyclical		20.6%
Communications		14.5%
Industrial		13.5%
Technology		10.4%
Financial		8.4%
Energy		5.2%
Basic materials		4.7%



EAGLE MID CAP STOCK FUND
COMMON STOCKS—96.4%	Shares		Value
Aerospace/defense—1.0%
B/E Aerospace, Inc.*		53,093		$4,309,028

Apparel—1.3%
Hanesbrands, Inc.		87,615		5,968,334

Auto parts & equipment—0.6%
Dana Holding Corp.		129,555		2,539,278

Banks—4.6%
East West Bancorp, Inc.		165,420		5,573,000
First Republic Bank		109,009		5,567,089
Signature Bank*		54,388		5,537,786
Zions Bancorporation		140,810		3,994,780

Biotechnology—1.6%
Bio-Rad Laboratories, Inc., Class A*		33,488		4,136,438
Illumina, Inc.*		31,070		2,905,355

Chemicals—2.6%
Airgas, Inc.		37,560		4,096,669
Rockwood Holdings, Inc.		76,125		4,814,906
Sigma-Aldrich Corp.		34,430		2,975,785


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

Investment Portfolios


10.31.2013


EAGLE MID CAP STOCK FUND (cont’d)
COMMON STOCKS—96.4%	Shares		Value
Commercial services—2.9%
HMS Holdings Corp.*		148,469		$3,137,150
Morningstar, Inc.		53,823		4,321,449
Quanta Services, Inc.*		184,420		5,571,328

Computers—3.4%
IHS, Inc., Class A*		26,680		2,909,454
Jack Henry & Associates, Inc.		58,502		3,194,794
MICROS Systems, Inc.*		119,903		6,504,738
Riverbed Technology, Inc.*		189,400		2,806,908

Distribution/wholesale—1.3%
LKQ Corp.*		179,788		5,938,398

Diversified financial services—3.1%
Affiliated Managers Group, Inc.*		29,730		5,869,891
IntercontinentalExchange, Inc.*		20,354		3,922,827
Invesco Ltd.		123,600		4,171,500

Electric—1.9%
ITC Holdings Corp.		54,767		5,509,013
NRG Energy, Inc.		106,465		3,037,446

Electrical components & equipment—1.7%
AMETEK, Inc.		75,005		3,587,489
Energizer Holdings, Inc.		41,635		4,084,810

Electronics—2.4%
FLIR Systems, Inc.		125,170		3,564,842
Mettler-Toledo International, Inc.*		12,005		2,970,757
Trimble Navigation Ltd.*		143,955		4,112,794

Engineering & construction—1.1%
Jacobs Engineering Group, Inc.*		79,800		4,853,436

Entertainment—0.6%
Dolby Laboratories, Inc., Class A		79,805		2,852,231

Environmental control—2.4%
Clean Harbors, Inc.*		69,875		4,314,781
Stericycle, Inc.*		29,730		3,454,626
Waste Connections, Inc.		70,725		3,022,787

Food—2.4%
Flowers Foods, Inc.		256,366		6,496,315
The Hain Celestial Group, Inc.*		52,783		4,393,129

Hand/machine tools—0.7%
Regal-Beloit Corp.		40,315		2,956,299

Healthcare products—8.4%
DENTSPLY International, Inc.		112,860		5,315,706
Edwards Lifesciences Corp.*		56,890		3,708,659
Hologic, Inc.*		195,559		4,378,566
IDEXX Laboratories, Inc.*		52,610		5,674,514
ResMed, Inc.		73,270		3,790,990
Sirona Dental Systems, Inc.*		106,108		7,666,303
Techne Corp.		41,344		3,613,052
Varian Medical Systems, Inc.*		53,465		3,880,490

Healthcare services—0.9%
MEDNAX, Inc.*		36,045		3,929,626

Household products/wares—2.3%
Church & Dwight Co., Inc.		71,138		4,634,641
Jarden Corp.*		107,950		5,976,112

Insurance—3.0%
Everest Re Group Ltd.		27,509		4,229,234
HCC Insurance Holdings, Inc.		121,585		5,550,355



COMMON STOCKS—96.4%	Shares		Value
Insurance (cont’d)
ProAssurance Corp.		79,070		$3,583,452

Internet—0.7%
F5 Networks, Inc.*		36,820		3,001,198

Iron/steel—1.2%
Steel Dynamics, Inc.		297,310		5,342,661

Leisure time—1.2%
Polaris Industries, Inc.		40,950		5,362,403

Lodging—0.9%
Wyndham Worldwide Corp.		62,587		4,155,777

Machinery-construction & mining—0.7%
Joy Global, Inc.		58,730		3,332,927

Machinery-diversified—3.8%
Flowserve Corp.		74,738		5,192,049
IDEX Corp.		76,490		5,289,283
Roper Industries, Inc.		21,770		2,760,654
Wabtec Corp.		62,590		4,080,242

Miscellaneous manufacturer—1.9%
AptarGroup, Inc.		58,920		3,780,307
Donaldson Co., Inc.		116,295		4,606,445

Oil & gas—3.4%
Energy XXI Bermuda Ltd.		121,156		3,520,793
Noble Corp.		129,344		4,876,269
Oasis Petroleum, Inc.*		53,980		2,874,435
SM Energy Co.		46,156		4,089,883

Oil & gas services—4.7%
Core Laboratories N.V.		22,001		4,119,027
Dril-Quip, Inc.*		36,291		4,261,289
Helix Energy Solutions Group, Inc.*		175,013		4,140,808
Oil States International, Inc.*		31,919		3,467,361
Superior Energy Services, Inc.*		192,335		5,160,348

Packaging & containers—0.9%
Berry Plastics Group, Inc.*		211,515		4,247,221

Pharmaceuticals—2.0%
Catamaran Corp.*		133,415		6,265,168
Shire PLC, Sponsored ADR		20,536		2,733,342

Real estate investment trusts (REITs)—1.3%
Alexandria Real Estate Equities, Inc.		37,565		2,471,026
Essex Property Trust, Inc.		22,009		3,543,449

Retail—9.0%
Copart, Inc.*		106,990		3,448,288
Dick’s Sporting Goods, Inc.		92,325		4,912,613
Dollar Tree, Inc.*		73,025		4,264,660
Dunkin’ Brands Group, Inc.		122,035		5,818,629
MSC Industrial Direct Co., Inc., Class A		50,080		3,824,609
Panera Bread Co., Class A*		16,295		2,573,306
PVH Corp.		46,825		5,832,990
Tractor Supply Co.		71,376		5,092,678
Ulta Salon Cosmetics & Fragrance, Inc.*		38,116		4,911,247

Semiconductors—2.3%
Altera Corp.		75,115		2,523,864
Microchip Technology, Inc.		95,455		4,100,747
Semtech Corp.*		117,268		3,648,207


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

Investment Portfolios


10.31.2013


EAGLE MID CAP STOCK FUND (cont’d)
COMMON STOCKS—96.4%	Shares		Value
Software—5.2%
ANSYS, Inc.*		45,375		$3,968,044
Informatica Corp.*		111,105		4,288,653
Nuance Communications, Inc.*		194,730		3,029,999
Open Text Corp.		43,122		3,162,567
Qlik Technologies, Inc.*		179,609		4,551,292
SolarWinds, Inc.*		126,425		4,575,321

Telecommunications—4.1%
NeuStar, Inc., Class A*		119,390		5,482,389
NICE Systems Ltd., Sponsored ADR		149,155		5,843,893
Plantronics, Inc.		77,530		3,329,138
tw telecom inc.*		115,070		3,627,006

Transportation—2.9%
Expeditors International of Washington, Inc.		118,341		5,359,664
Genesee & Wyoming, Inc., Class A*		48,515		4,843,737
J.B. Hunt Transport Services, Inc.		37,492		2,813,025
Total common stocks (cost $342,365,727)				434,410,271

Total investment portfolio (cost $342,365,727) 96.4% ‡				434,410,271

Other assets in excess of liabilities 3.6%				16,172,618

Net assets 100.0%				$450,582,889

* Non-income producing security ‡ As of October 31, 2013, aggregate cost for federal income tax purposes was $344,298,635. Net unrealized appreciation (depreciation) on a tax-basis was $90,111,636, including aggregate gross unrealized appreciation and (depreciation) of $96,605,122 and $(6,493,486), 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 (unaudited)
Sector	Percent of net assets
Consumer, non-cyclical		20.5%
Industrial		19.5%
Consumer, cyclical		14.9%
Financial		12.0%
Technology		10.9%
Energy		8.1%
Communications		4.8%
Basic materials		3.8%
Utilities		1.9%


EAGLE SMALL CAP GROWTH FUND
COMMON STOCKS—98.2%	Shares		Value
Aerospace/defense—1.1%
Triumph Group, Inc.		624,669		$44,757,534

Airlines—1.4%
JetBlue Airways Corp.*		3,518,043		24,942,925
US Airways Group, Inc.*		1,359,640		29,871,291


EAGLE SMALL CAP GROWTH FUND (cont’d)
COMMON STOCKS—98.2%	Shares		Value
Apparel—1.7%
Deckers Outdoor Corp.*		148,340		$10,210,242
Steven Madden Ltd.*		1,598,382		58,628,652

Auto parts & equipment—1.4%
Tenneco, Inc.*		185,585		9,848,996
WABCO Holdings, Inc.*		517,358		44,327,233

Banks—0.5%
UMB Financial Corp.		349,443		20,589,182

Biotechnology—5.9%
Acorda Therapeutics, Inc.*		1,132,139		34,654,775
Aegerion Pharmaceuticals, Inc.*		272,998		22,609,694
Cubist Pharmaceuticals, Inc.*		864,347		53,589,514
Seattle Genetics, Inc.*		836,438		32,311,600
United Therapeutics Corp.*		1,026,779		90,890,477

Building materials—2.3%
Louisiana-Pacific Corp.*		1,924,984		32,743,978
Texas Industries, Inc.*		513,141		27,555,671
USG Corp.*		1,112,145		30,372,680

Chemicals—3.0%
Chemtura Corp.*		1,016,903		24,914,124
Huntsman Corp.		2,866,022		66,549,031
Quaker Chemical Corp.		356,953		27,096,302

Commercial services—5.3%
EVERTEC, Inc.		1,042,620		24,459,865
HMS Holdings Corp.*		1,477,050		31,210,066
LifeLock, Inc.*		2,622,422		42,194,770
Parexel International Corp.*		859,724		39,297,984
Sotheby’s		628,155		32,601,245
Team Health Holdings, Inc.*		965,496		41,941,146

Computers—1.3%
Fortinet, Inc.*		2,562,851		51,538,934

Distribution/wholesale—0.9%
MWI Veterinary Supply, Inc.*		216,760		34,386,806

Diversified financial services—2.1%
Artisan Partners Asset Management, Inc., Class A		875,275		52,402,714
Stifel Financial Corp.*		786,280		32,198,166

Electrical components & equipment—0.6%
Acuity Brands, Inc.		238,454		23,967,011

Electronics—1.3%
Coherent, Inc.		755,045		49,976,429

Engineering & construction—0.5%
Foster Wheeler AG*		779,812		21,047,126

Entertainment—3.1%
Bally Technologies, Inc.*		1,039,389		76,020,911
Pinnacle Entertainment, Inc.*		712,147		16,664,240
SeaWorld Entertainment, Inc.		974,000		29,249,220

Environmental control—1.7%
Waste Connections, Inc.		1,609,001		68,768,703

Food—4.6%
Pinnacle Foods, Inc.		826,952		22,402,130	��
The Fresh Market, Inc.*		1,237,347		62,993,336
The Hain Celestial Group, Inc.*		472,652		39,338,826
The WhiteWave Foods Co., Class A*		1,115,945		22,330,059
United Natural Foods, Inc.*		509,980		36,438,071


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

Investment Portfolios


10.31.2013


EAGLE SMALL CAP GROWTH FUND (cont’d)
COMMON STOCKS—98.2%	Shares		Value
Healthcare products—6.4%
Align Technology, Inc.*		1,192,599		$68,049,699
Cyberonics, Inc.*		759,068		43,843,768
Sirona Dental Systems, Inc.*		883,345		63,821,676
Thoratec Corp.*		1,815,075		78,393,089

Healthcare services—0.5%
Centene Corp.*		250,000		14,040,000
Envision Healthcare Holdings, Inc.*		200,000		5,810,000

Home furnishings—0.7%
Universal Electronics, Inc.*		747,096		29,069,505

Household products/wares—0.5%
Tumi Holdings, Inc.*		979,736		20,917,364

Insurance—1.3%
Enstar Group Ltd.*		185,710		25,243,560
ProAssurance Corp.		542,564		24,589,001

Internet—4.6%
Angie’s List, Inc.*		1,138,590		16,042,733
BroadSoft, Inc.*		939,965		30,755,655
OpenTable, Inc.*		604,495		42,000,313
TIBCO Software, Inc.*		1,107,299		27,195,263
Web.com Group, Inc.*		953,737		25,703,212
Zillow, Inc., Class A*		524,901		41,797,867

Machinery-construction & mining—1.2%
Terex Corp.*		1,346,545		47,061,748

Machinery-diversified—2.2%
Chart Industries, Inc.*		321,442		34,545,372
Cognex Corp.		1,735,116		54,222,375

Metal fabricate/hardware—0.9%
RTI International Metals, Inc.*		1,096,939		37,186,232

Miscellaneous manufacturer—4.0%
Colfax Corp.*		1,351,249		75,615,894
Hexcel Corp.*		1,125,766		47,631,159
Trimas Corp.*		889,832		33,689,040

Oil & gas—3.8%
Diamondback Energy, Inc.*		275,000		14,203,750
Gulfport Energy Corp.*		1,163,170		68,266,447
Oasis Petroleum, Inc.*		944,096		50,273,112
Pacific Drilling S.A.*		1,497,502		17,026,598

Oil & gas services—2.2%
Geospace Technologies Corp.*		607,748		59,206,810
Thermon Group Holdings, Inc.*		1,235,112		29,037,483

Pharmaceuticals—3.5%
Isis Pharmaceuticals, Inc.*		636,325		21,170,533
Salix Pharmaceuticals Ltd.*		862,499		61,884,303
ViroPharma, Inc.*		1,437,114		55,788,765

Real estate investment trusts (REITs)—2.8%
Glimcher Realty Trust		2,679,077		27,460,539
The Geo Group, Inc.		1,555,930		54,877,651
Two Harbors Investment Corp.		3,030,027		28,270,152

Retail—6.2%
Buffalo Wild Wings, Inc.*		276,474		39,419,663
Cash America International, Inc.		342,961		13,529,811
Del Frisco’s Restaurant Group, Inc.*		273,745		4,954,784
Domino’s Pizza, Inc.		267,378		17,930,369
Genesco, Inc.*		1,186,605		80,819,667



COMMON STOCKS—98.2%	Shares		Value
Retail (cont’d)
The Pantry, Inc.*		1,239,285		$16,594,026
Vitamin Shoppe, Inc.*		1,591,890		74,675,560

Semiconductors—3.0%
Cavium, Inc.*		1,199,368		48,346,524
Teradyne, Inc.*		2,243,480		39,238,465
Veeco Instruments, Inc.*		1,072,655		31,332,253

Software—12.0%
ANSYS, Inc.*		400,096		34,988,395
athenahealth, Inc.*		79,430		10,604,699
Concur Technologies, Inc.*		484,282		50,655,897
Cornerstone OnDemand, Inc.*		727,169		34,445,996
MedAssets, Inc.*		2,531,585		58,302,403
Medidata Solutions, Inc.*		1,296,125		142,975,549
Proofpoint, Inc.*		465,862		14,739,874
PTC, Inc.*		1,511,888		41,909,535
Qlik Technologies, Inc.*		1,690,977		42,849,357
RealPage, Inc.*		578,736		14,196,394
The Ultimate Software Group, Inc.*		217,183		33,550,430

Telecommunications—3.0%
Finisar Corp.*		2,601,717		59,865,508
IPG Photonics Corp.		670,452		44,430,854
NICE Systems Ltd., Sponsored ADR		400,605		15,695,704

Transportation—0.7%
Landstar System, Inc.		532,237		29,427,384
Total common stocks (cost $2,689,941,628)				3,908,061,428

Total investment portfolio (cost $2,689,941,628) 98.2% ‡				3,908,061,428

Other assets in excess of liabilities 1.8%				73,232,338

Net assets 100.0%				$3,981,293,766

* Non-income producing security ‡ As of October 31, 2013, aggregate cost for federal income tax purposes was $2,707,848,850. Net unrealized appreciation (depreciation) on a tax-basis was $1,200,212,578, including aggregate gross unrealized appreciation and (depreciation) of $1,237,755,229 and $(37,542,651), 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 (unaudited)
Sector	Percent of net assets
Consumer, non-cyclical		26.7%
Industrial		16.5%
Technology		16.3%
Consumer, cyclical		15.4%
Communications		7.6%
Financial		6.7%
Energy		6.0%
Basic materials		3.0%


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

Investment Portfolios


10.31.2013


EAGLE SMALL CAP STOCK FUND
COMMON STOCKS—92.5%	Shares		Value
Aerospace/defense—2.0%
Esterline Technologies Corp.*		2,740		$219,639
HEICO Corp.		4,823		258,416

Apparel—3.6%
Iconix Brand Group, Inc.*		8,596		310,230
Steven Madden Ltd.*		9,511		348,863
Wolverine World Wide, Inc.		3,654		210,982

Auto parts & equipment—1.2%
Dana Holding Corp.		14,611		286,376

Banks—3.4%
City National Corp.		2,393		172,559
First Midwest Bancorp, Inc.		14,523		241,518
Prosperity Bancshares, Inc.		3,867		241,494
SVB Financial Group*		1,900		181,982

Biotechnology—1.2%
Bio-Rad Laboratories, Inc., Class A*		2,283		281,996

Chemicals—3.2%
Balchem Corp.		5,253		300,787
Rockwood Holdings, Inc.		2,237		141,490
Sensient Technologies Corp.		6,348		330,921

Commercial services—4.2%
Healthcare Services Group, Inc.		7,210		197,482
HMS Holdings Corp.*		6,750		142,627
Monro Muffler Brake, Inc.		4,307		198,122
Morningstar, Inc.		3,065		246,089
Ritchie Bros Auctioneers, Inc.		12,512		247,738

Computers—2.3%
j2 Global, Inc.		3,430		188,582
MICROS Systems, Inc.*		3,869		209,893
Vocera Communications, Inc.*		9,105		153,237

Distribution/wholesale—1.3%
Beacon Roofing Supply, Inc.*		9,350		324,538

Diversified financial services—3.3%
Evercore Partners, Inc., Class A		6,463		326,188
Portfolio Recovery Associates, Inc.*		4,554		270,735
Stifel Financial Corp.*		5,019		205,528

Electric—0.9%
ALLETE, Inc.		4,167		210,558

Electronics—1.7%
II-VI, Inc.*		9,642		164,493
Rofin-Sinar Technologies, Inc.*		9,646		253,207

Engineering & construction—0.8%
Mistras Group, Inc.*		10,682		196,122

Entertainment—0.6%
Penn National Gaming, Inc.*		2,701		158,036

Food—2.3%
The Hain Celestial Group, Inc.*		4,017		334,335
TreeHouse Foods, Inc.*		3,229		236,556

Hand/machine tools—0.7%
Regal-Beloit Corp.		2,308		169,246

Healthcare products—10.4%
Align Technology, Inc.*		2,105		120,111
Cyberonics, Inc.*		4,330		250,101
Globus Medical, Inc., Class A*		13,495		259,104



COMMON STOCKS—92.5%	Shares		Value
Healthcare products (cont’d)
Haemonetics Corp.*		8,743		$354,616
ICU Medical, Inc.*		3,065		189,417
Integra LifeSciences Holdings Corp.*		7,157		327,647
Luminex Corp.*		7,661		149,390
Sirona Dental Systems, Inc.*		2,760		199,410
Techne Corp.		2,589		226,253
Volcano Corp.*		10,823		207,477
West Pharmaceutical Services, Inc.		5,167		249,824

Healthcare services—1.1%
ICON PLC*		6,466		261,485

Household products/wares—1.3%
Tumi Holdings, Inc.*		14,262		304,494

Housewares—0.8%
The Toro Co.		3,320		195,681

Insurance—2.8%
Amtrust Financial Services, Inc.		6,775		259,889
HCC Insurance Holdings, Inc.		3,415		155,895
ProAssurance Corp.		6,095		276,225

Internet—1.4%
Constant Contact, Inc.*		7,051		182,691
ValueClick, Inc.*		8,409		161,537

Iron/steel—1.0%
Steel Dynamics, Inc.		13,533		243,188

Machinery-diversified—1.9%
Cognex Corp.		5,538		173,063
The Middleby Corp.*		1,222		278,188

Metal fabricate/hardware—1.2%
RBC Bearings, Inc.*		4,207		289,400

Miscellaneous manufacturer—2.8%
Actuant Corp., Class A		6,797		255,295
AptarGroup, Inc.		2,866		183,883
CLARCOR, Inc.		4,005		234,212

Oil & gas—2.9%
Carrizo Oil & Gas, Inc.*		6,726		294,868
Emerald Oil, Inc.*		20,350		177,045
Energy XXI Bermuda Ltd.		8,085		234,950

Oil & gas services—3.9%
Dril-Quip, Inc.*		993		116,598
Forum Energy Technologies, Inc.*		8,518		249,237
Helix Energy Solutions Group, Inc.*		9,629		227,822
Key Energy Services, Inc.*		28,418		222,229
Superior Energy Services, Inc.*		4,965		133,211

Packaging & containers—1.1%
Berry Plastics Group, Inc.*		13,518		271,441

Pharmaceuticals—1.1%
Akorn, Inc.*		13,101		267,784

Real estate investment trusts (REITs)—2.4%
BioMed Realty Trust, Inc.		7,208		143,583
Corporate Office Properties Trust		7,969		196,038
Pebblebrook Hotel Trust		8,057		243,321

Retail—7.6%
Buffalo Wild Wings, Inc.*		2,297		327,506
Casey’s General Stores, Inc.		3,866		281,754


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

Investment Portfolios


10.31.2013


EAGLE SMALL CAP STOCK FUND (cont’d)
COMMON STOCKS—92.5%	Shares		Value
Retail (cont’d)
Copart, Inc.*		3,521		$113,482
Express, Inc.*		12,729		295,440
MSC Industrial Direct Co., Inc., Class A		1,378		105,238
Pier 1 Imports, Inc.		13,669		285,409
Texas Roadhouse, Inc.		8,208		225,063
Vitamin Shoppe, Inc.*		4,832		226,669

Semiconductors—3.7%
Diodes, Inc.*		7,261		175,861
Power Integrations, Inc.		6,255		359,287
Semtech Corp.*		11,598		360,814

Software—4.2%
Bottomline Technologies de, Inc.*		4,664		146,543
CommVault Systems, Inc.*		1,976		154,286
Progress Software Corp.*		5,386		139,821
Qlik Technologies, Inc.*		11,498		291,359
SolarWinds, Inc.*		8,154		295,093

Telecommunications—4.4%
NeuStar, Inc., Class A*		7,400		339,808
NICE Systems Ltd., Sponsored ADR		11,113		435,407
Plantronics, Inc.		7,088		304,359

Transportation—3.8%
Heartland Express, Inc.		6,733		96,686
Hub Group, Inc., Class A*		6,691		245,761
Landstar System, Inc.		4,560		252,122
Roadrunner Transportation Systems, Inc.*		12,028		318,742
Total common stocks (cost $20,523,182)				22,503,678

HOLDING COMPANIES—1.1%
Holding companies–diversified—1.1%
National Bank Holdings Corp., Class A		12,781		268,401
Total Holding companies (cost $260,949)				268,401

Total investment portfolio (cost $20,784,131) 93.6% ‡				22,772,079

Other assets in excess of liabilities 6.4%				1,558,573

Net assets 100.0%				$24,330,652

* Non-income producing security
‡ As of October 31, 2013, aggregate cost for federal income tax purposes was $20,802,508. Net unrealized appreciation (depreciation) on a tax-basis was $1,969,571, including aggregate gross unrealized appreciation and (depreciation) of $2,378,905 and $(409,334), 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 (unaudited)
Sector	Percent of net assets
Consumer, non-cyclical		21.6%
Industrial		16.0%
Consumer, cyclical		15.1%
Financial		11.9%
Technology		10.2%
Energy		6.8%
Communications		5.8%
Basic materials		4.2%
Diversified		1.1%
Utilities		0.9%



EAGLE SMALLER COMPANY FUND
COMMON STOCKS—96.9%	Shares		Value
Aerospace/defense—2.7%
HEICO Corp., Class A		59,853		$2,331,853
Orbital Sciences Corp.*		81,497		1,880,136

Apparel—0.9%
Carter’s, Inc.		19,323		1,336,185

Banks—8.0%
BankUnited, Inc.		76,335		2,348,828
Cardinal Financial Corp.		57,270		944,955
First Financial Bancorp		33,925		526,516
Fulton Financial Corp.		66,030		806,226
OFG Bancorp		145,007		2,147,554
PrivateBancorp, Inc.		85,441		2,081,343
Signature Bank*		8,276		842,662
Sterling Financial Corp.		62,627		1,813,678
Texas Capital Bancshares, Inc.*		9,671		503,376
The Bancorp, Inc.*		21,267		343,887

Biotechnology—3.0%
Charles River Laboratories International, Inc.*		25,405		1,250,180
Cubist Pharmaceuticals, Inc.*		54,697		3,391,214

Chemicals—2.3%
Albemarle Corp.		23,220		1,536,932
Kraton Performance Polymers, Inc.*		42,180		897,169
Tronox Ltd., Class A		48,570		1,121,481

Coal—0.4%
Alpha Natural Resources, Inc.*		54,077		378,539
Arch Coal, Inc.		54,090		229,342

Commercial services—9.1%
Chemed Corp.		29,433		1,996,146
Cross Country Healthcare, Inc.*		64,072		380,588
Euronet Worldwide, Inc.*		59,272		2,572,405
FTI Consulting, Inc.*		38,360		1,556,649
Gartner, Inc.*		10,135		597,458
Matthews International Corp., Class A		58,132		2,360,159
On Assignment, Inc.*		85,540		2,890,397
Parexel International Corp.*		37,519		1,714,993

Computers—3.6%
Electronics for Imaging, Inc.*		74,295		2,549,062
NCR Corp.*		81,555		2,980,835


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

Investment Portfolios


10.31.2013


EAGLE SMALLER COMPANY FUND (cont’d)
COMMON STOCKS—96.9%	Shares		Value
Distribution/wholesale—1.1%
Ingram Micro, Inc., Class A*		73,710		$1,707,861

Diversified financial services—5.6%
AerCap Holdings N.V.*		64,443		1,307,549
Cohen & Steers, Inc.		45,105		1,730,228
Investment Technology Group, Inc.*		79,322		1,270,738
MarketAxess Holdings, Inc.		23,532		1,534,992
Nationstar Mortgage Holdings, Inc.*		16,357		839,441
The NASDAQ OMX Group, Inc.		56,920		2,016,676

Electric—1.7%
ALLETE, Inc.		51,900		2,622,507

Electrical components & equipment—1.4%
Belden, Inc.		32,790		2,205,455

Electronics—2.4%
FLIR Systems, Inc.		55,320		1,575,514
Itron, Inc.*		17,220		734,777
Rogers Corp.*		21,724		1,324,295

Engineering & construction—3.7%
Dycom Industries, Inc.*		106,783		3,166,116
URS Corp.		47,664		2,584,342

Food—0.6%
Hillshire Brands Co.		27,374		898,688

Gas—1.8%
AGL Resources, Inc.		56,785		2,717,730

Healthcare products—1.6%
Merit Medical Systems, Inc.*		157,947		2,525,572

Healthcare services—3.1%
AmSurg Corp.*		67,961		2,914,847
MEDNAX, Inc.*		17,565		1,914,937

Household products/wares—2.1%
Jarden Corp.*		39,715		2,198,622
Prestige Brands Holdings, Inc.*		33,754		1,054,138

Insurance—3.8%
Allied World Assurance Co. Holdings AG		13,885		1,503,607
American Equity Investment Life Holding Co.		100,537		2,095,191
Assured Guaranty Ltd.		40,364		827,462
Platinum Underwriters Holdings Ltd.		17,505		1,088,636
Tower Group International Ltd.		83,686		303,780

Internet—3.3%
1-800-Flowers.com, Inc., Class A*		209,625		1,138,264
Dealertrack Technologies, Inc.*		40,420		1,507,666
Equinix, Inc.*		8,031		1,296,846
Liquidity Services, Inc.*		41,741		1,089,857

Machinery-diversified—3.0%
AGCO Corp.		21,765		1,270,641
Altra Holdings, Inc.		26,199		795,663
IDEX Corp.		36,365		2,514,640

Media—0.8%
John Wiley & Sons, Inc., Class A		25,718		1,293,358

Mining—0.7%
AuRico Gold, Inc.		156,523		643,309
IAMGOLD Corp.		90,810		463,131

Miscellaneous manufacturer—4.7%
AptarGroup, Inc.		24,385		1,564,542
AZZ, Inc.		29,609		1,329,444



COMMON STOCKS—96.9%	Shares		Value
Miscellaneous manufacturer (cont’d)
Barnes Group, Inc.		68,519		$2,435,165
Harsco Corp.		69,020		1,924,278

Oil & gas—2.9%
Comstock Resources, Inc.		50,750		868,332
Range Resources Corp.		18,615		1,409,342
Rosetta Resources, Inc.*		35,675		2,138,360

Oil & gas services—3.9%
Dresser-Rand Group, Inc.*		44,806		2,722,861
Oceaneering International, Inc.		38,297		3,288,946

Packaging & containers—0.4%
Silgan Holdings, Inc.		15,306		689,841

Pharmaceuticals—1.6%
Herbalife Ltd.		38,492		2,495,051

Real estate investment trusts (REITs)—2.0%
Campus Crest Communities, Inc.		87,640		877,276
Government Properties Income Trust		14,273		348,975
QTS Realty Trust, Inc., Class A*		32,495		697,993
Select Income REIT		44,257		1,219,280

Retail—3.7%
AFC Enterprises, Inc.*		49,948		2,226,682
Nu Skin Enterprises, Inc., Class A		24,450		2,858,938
RadioShack Corp.*		107,050		300,811
Stage Stores, Inc.		16,788		346,672

Savings & loans—1.4%
Beneficial Mutual Bancorp, Inc.*		109,116		1,063,881
Berkshire Hills Bancorp, Inc.		40,330		1,023,172

Semiconductors—1.8%
Emulex Corp.*		148,470		1,117,979
Intersil Corp., Class A		85,655		955,910
Rovi Corp.*		46,161		773,658

Software—4.8%
ACI Worldwide, Inc.*		20,149		1,110,613
Aspen Technology, Inc.*		96,862		3,703,034
Bottomline Technologies de, Inc.*		66,101		2,076,894
Digital River, Inc.*		32,860		586,222

Telecommunications—2.1%
Cbeyond, Inc.*		66,978		431,338
DigitalGlobe, Inc.*		26,486		842,785
NeuStar, Inc., Class A*		41,415		1,901,777

Transportation—0.9%
Genesee & Wyoming, Inc., Class A*		14,165		1,414,234
Total common stocks (cost $100,455,406)				149,732,110

HOLDING COMPANIES—1.4%
Holding companies–diversified—1.4%
National Bank Holdings Corp., Class A		103,116		2,165,436
Total Holding companies (cost $1,989,625)				2,165,436

INVESTMENT COMPANIES—0.5%
Solar Capital Ltd.		32,926		755,652
Total investment companies (cost $763,076)				755,652


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

Investment Portfolios


10.31.2013


EAGLE SMALLER COMPANY FUND (cont’d)
	Value
Total investment portfolio (cost $103,208,107) 98.8% ‡		$152,653,198

Other assets in excess of liabilities 1.2%		1,869,140

Net assets 100.0%		$154,522,338

* Non-income producing security
‡ As of October 31, 2013, aggregate cost for federal income tax purposes was $103,245,156. Net unrealized appreciation (depreciation) on a tax-basis was $49,408,042, including aggregate gross unrealized appreciation and (depreciation) of $54,614,555 and $(5,206,513), respectively. The difference between book-basis and tax-basis unrealized appreciation (depreciation) was primarily attributable to deferral of losses from wash sales and non-REIT return of capital.



Sector allocation (unaudited)
Sector	Percent of net assets
Financial		21.3%
Consumer, non-cyclical		21.1%
Industrial		19.2%
Technology		10.2%
Energy		7.2%
Communications		6.2%
Consumer, cyclical		5.7%
Utilities		3.5%
Basic materials		3.0%
Diversified		1.4%


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

Statements of Assets and Liabilities


10.31.2013


	Eagle Capital Appreciation Fund			Eagle Growth & Income Fund		Eagle International Stock Fund		Eagle Investment Grade Bond Fund

Assets
Investments, at value (a)		$322,635,606			$479,273,485		$6,320,081		$84,674,128
Cash		1,994,162			9,514,551		168,858		156,750
Receivable for investments sold		—			7,370,682		—		1,507,930
Receivable for fund shares sold		628,972			3,093,586		256,522		207,719
Receivable for dividends and interest		87,177			572,505		18,480		355,764
Receivable for recoverable foreign withholding taxes		—			100,168		2,293		—
Receivable due from advisor		—			—		—		—
Deferred offering costs		—			—		46,703		—
Prepaid expenses		6,640			7,088		2,336		4,420
Total assets		325,352,557			499,932,065		6,815,273		86,906,711

Liabilities
Payable for investments purchased		—			11,853,258		—		999,925
Payable for fund shares redeemed		579,635			1,122,791		30		874,462
Payable to the custodian		3,165			3,378		12,625		1,491
Accrued investment advisory fees		157,753			194,049		5,819		16,353
Accrued administrative fees		38,254			56,395		786		10,785
Accrued distribution fees		99,250			188,131		2,976		44,130
Accrued transfer agent and shareholder servicing fees		29,542			35,571		613		7,102
Accrued internal audit fees		862			862		—		862
Accrued trustees and officers compensation		10,789			10,789		10,701		10,789
Other accrued expenses		50,445			61,073		33,228		38,728
Total liabilities		969,695			13,526,297		66,778		2,004,627
Net assets		324,382,862			486,405,768		6,748,495		84,902,084

Net assets consists of
Paid-in capital		153,823,144			386,588,296		6,105,773		84,422,278
Undistributed net investment income (loss)		(613,607	)		—		49,352		(53,605	)
Accumulated net realized gain		34,310,156			8,296,943		37,862		195,015
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		136,863,169			91,520,529		555,508		338,396
Net assets		324,382,862			486,405,768		6,748,495		84,902,084

Net assets
Class A		204,959,933			214,047,726		3,504,570		36,867,952
Class C		67,944,548			170,363,679		2,769,309		41,375,805
Class I		30,237,252			94,417,987		465,956		6,626,799
Class R-3		780,643			4,110,429		2,878		28,714
Class R-5		20,460,486			3,410,855		2,890		2,814
Class R-6		N/A			55,092		2,892		N/A

Net asset value (“NAV”), offering and redemption price per share (b)
Class A		$39.59			$16.68		$16.48		$14.89
Maximum offering price (c)		41.56			17.51		17.30		15.47
Class C		33.93			16.10		16.38		14.86
Class I		40.60			16.65		16.52		14.92
Class R-3		39.05			16.61		16.45		14.89
Class R-5		40.50			16.63		16.52		14.89
Class R-6		N/A			16.67		16.53		N/A

Shares of beneficial interest outstanding
Class A		5,177,356			12,835,059		212,716		2,475,495
Class C		2,002,632			10,584,613		169,058		2,785,073
Class I		744,821			5,670,036		28,208		444,201
Class R-3		19,990			247,423		175		1,928
Class R-5		505,256			205,097		175		189
Class R-6		N/A			3,305		175		N/A

(a) Identified cost		$185,772,437			$387,753,034		$5,764,733		$84,335,732

(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.


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

Statements of Assets and Liabilities


10.31.2013


Eagle Mid Cap Growth Fund		Eagle Mid Cap Stock Fund		Eagle Small Cap Growth Fund			Eagle Small Cap Stock Fund		Eagle Smaller Company Fund


	$586,994,207		$434,410,271		$3,908,061,428			$22,772,079		$152,653,198
	4,474,924		18,720,451		71,189,718			1,886,133		4,842,241
	12,245,083		447,262		18,895,375			—		—
	750,582		220,339		7,841,380			547,411		505,533
	47,123		58,962		30,999			2,044		39,808
	5,305		—		—			—		—
	—		—		—			19,142		—
	—		—		—			22,548		—
	8,177		8,646		36,295			2,405		3,726
	604,525,401		453,865,931		4,006,055,195			25,251,762		158,044,506


	8,559,396		653,389		13,031,592			755,215		3,168,395
	1,752,907		2,042,482		8,529,736			97,780		208,795
	3,722		4,467		20,608			14,285		2,931
	294,628		231,172		1,744,790			—		48,961
	67,407		53,114		392,356			—		14,146
	157,732		162,807		428,787			9,860		13,535
	49,846		66,568		343,384			822		14,074
	862		862		862			—		862
	10,789		10,789		10,789			10,789		10,789
	64,771		57,392		258,525			32,359		39,680
	10,962,060		3,283,042		24,761,429			921,110		3,522,168
	593,563,341		450,582,889		3,981,293,766			24,330,652		154,522,338


	377,050,808		329,712,609		2,746,144,004			22,008,092		101,771,480
	—		—		(14,774,729	)		—		(25,685	)
	27,497,660		28,825,736		31,804,691			334,612		3,331,452
	189,014,873		92,044,544		1,218,119,800			1,987,948		49,445,091
	593,563,341		450,582,889		3,981,293,766			24,330,652		154,522,338


	303,752,664		207,504,449		999,181,418			11,771,509		18,763,776
	105,992,381		137,681,372		189,466,602			9,444,714		11,354,564
	125,889,013		98,274,048		1,815,298,278			3,104,704		106,485,217
	11,615,778		6,058,064		134,203,494			3,230		261,134
	38,954,136		664,348		341,124,765			3,246		56,087
	7,359,369		400,608		502,019,209			3,249		17,601,560


	$41.03		$30.48		$54.33			$18.50		$23.38
	43.08		32.00		57.04			19.42		24.55
	35.24		25.52		45.11			18.38		22.38
	42.31		31.39		55.68			18.57		23.86
	40.48		29.92		53.58			18.46		23.12
	42.27		31.53		55.83			18.55		23.82
	42.36		31.50		55.92			18.57		23.86


	7,402,671		6,807,263		18,389,467			636,259		802,554
	3,007,727		5,395,355		4,200,083			513,858		507,392
	2,975,370		3,130,750		32,603,684			167,148		4,463,588
	286,957		202,479		2,504,520			175		11,294
	921,494		21,073		6,110,437			175		2,355
	173,744		12,718		8,977,187			175		737,723

	$397,979,334		$342,365,727		$2,689,941,628			$20,784,131		$103,208,107


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

Statements of Operations


11.01.2012 to 10.31.2013


	Eagle Capital Appreciation Fund			Eagle Growth & Income Fund			Eagle International Stock Fund †			Eagle Investment Grade Bond Fund

Investment Income
Dividends (a)		$5,041,253			$13,184,062			$96,570			$—
Interest		—			—			—			1,927,927
Total Income		5,041,253			13,184,062			96,570			1,927,927

Expenses
Investment advisory fees		1,890,422			1,986,070			25,363			349,719
Administrative fees
Class A		298,806			289,788			2,343			83,250
Class C		100,212			216,205			2,080			81,686
Class I		22,723			65,664			30			6,584
Class R-3		1,014			5,597			3			44
Class R-5		25,659			1,272			2			3
Class R-6		N/A			18			2			N/A
Distribution and service fees
Class A		498,008			482,978			3,905			138,750
Class C		668,076			1,441,365			13,864			544,573
Class R-3		3,380			18,659			9			146
Transfer agent and shareholder servicing fees
Class A		247,003			188,921			1,613			37,961
Class C		71,155			144,077			2,682			43,917
Class I		20,398			70,903			8			5,591
Class R-3		1,156			6,887			1			44
Class R-5		31,666			307			1			1
Class R-6		N/A			2			1			N/A
Custodian fees		17,603			21,252			71,032			8,971
Professional fees		191,425			102,911			66,769			92,335
State qualification expenses		87,948			113,260			16,193			77,794
Offering costs		—			—			89,815			—
Trustees and officers compensation		46,912			50,572			36,178			50,571
Internal audit fees		9,838			9,838			—			9,838
Other		212,842			142,141			16,627			43,622
Total expenses before adjustments		4,446,246			5,358,687			348,521			1,575,400
Fees and expenses waived		(17,201	)		—			(290,449	)		(159,651	)
Recovered fees previously waived by Manager		—			1			—			1
Expense offsets		(5,390	)		(10,946	)		(195	)		(5,644	)
Total expenses after adjustments		4,423,655			5,347,742			57,877			1,410,106

Net investment income (loss)		617,598			7,836,320			38,693			517,821

Realized and unrealized gain (loss) on investments
Net realized gain on investments		49,288,419			11,801,216			37,862			209,233
Net realized loss on foreign currency transactions		—			(198	)		(4,858	)		—
Net change in unrealized appreciation (depreciation) on investments and translation of assets and liabilities denominated in foreign currencies		28,363,762			68,717,831			555,508			(2,577,458	)
Net gain (loss) on investments		77,652,181			80,518,849			588,512			(2,368,225	)

Net increase (decrease) in net assets resulting from operations		78,269,779			88,355,169			627,205			(1,850,404	)

(a) Net of foreign withholding taxes		$—			$53,829			$10,439			$—

† For the period February 28, 2013 (commencement of operations) to October 31, 2013.

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


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

Statements of Operations


11.01.2012 to 10.31.2013


Eagle Mid Cap Growth Fund			Eagle Mid Cap Stock Fund			Eagle Small Cap Growth Fund			Eagle Small Cap Stock Fund ††			Eagle Smaller Company Fund


	$5,696,493			$5,142,926			$25,966,304			$51,892			$1,242,638
	—			—			—			—			—
	5,696,493			5,142,926			25,966,304			51,892			1,242,638


	3,058,910			2,878,398			17,581,292			51,461			617,490

	401,547			332,366			1,297,999			6,407			24,359
	141,730			204,708			237,277			5,507			13,790
	102,284			112,320			1,580,391			627			71,599
	15,468			10,286			166,428			4			324
	35,206			2,608			283,773			2			11
	2,013			257			367,622			2			5,655

	669,242			553,941			2,163,323			10,678			40,598
	944,864			1,364,716			1,581,847			36,713			91,935
	51,559			34,288			554,760			12			1,081

	336,392			303,103			1,200,798			3,028			20,096
	89,650			161,579			177,836			3,063			10,790
	102,344			381,068			2,067,859			362			129,335
	17,138			12,611			180,543			1			709
	39,621			1,071			302,225			1			3
	264			46			53,187			1			637
	23,043			15,681			122,509			69,778			18,747
	86,233			85,740			86,233			78,014			85,740
	91,130			91,496			150,372			18,677			82,284
	—			—			—			105,727			—
	50,571			50,571			50,571			38,009			50,571
	9,838			9,838			9,838			—			9,838
	140,792			172,497			999,349			12,058			41,193
	6,409,839			6,779,189			31,216,032			440,132			1,316,785
	—			(194,382	)		—			(300,566	)		(161,007	)
	—			2			—			—			—
	(10,168	)		(19,172	)		(66,274	)		(549	)		(5,196	)
	6,399,671			6,565,637			31,149,758			139,017			1,150,582

	(703,178	)		(1,422,711	)		(5,183,454	)		(87,125	)		92,056


	31,895,135			32,546,008			86,131,918			387,727			3,531,728
	—			—			—			—			—
	119,833,638			98,358,673			852,731,224			1,987,948			26,336,657
	151,728,773			130,904,681			938,863,142			2,375,675			29,868,385

	151,025,595			129,481,970			933,679,688			2,288,550			29,960,441

	$5,076			$10,648			$—			$763			$6,930


The accompanying notes are an integral part of the financial statements.			29

Statements of Changes in Net Assets


	Eagle Capital Appreciation Fund						Eagle Growth & Income Fund						Eagle International Stock Fund			Eagle Investment Grade Bond Fund
	11/1/12 to 10/31/13			11/1/11 to 10/31/12			11/1/12 to 10/31/13			11/1/11 to 10/31/12			02/28/13 (a) to 10/31/13			11/1/12 to 10/31/13			11/1/11 to 10/31/12

Net assets, beginning of period		$313,026,224			$402,173,747			$343,477,294			$228,780,172			$—			$133,837,671			$114,492,263
Increase (decrease) in net assets from operations
Net investment income (loss)		617,598			(153,101	)		7,836,320			5,984,786			38,693			517,821			1,003,191
Net realized gain (loss) on investments		49,288,419			45,625,460			11,801,216			6,873,583			37,862			209,233			3,077,067
Net realized loss on foreign currency transactions		—			—			(198	)		(2,372	)		(4,858	)		—			—
Net change in unrealized appreciation (depreciation) on investments and translation of assets and liabilities denominated in foreign currencies		28,363,762			(367,546	)		68,717,831			22,325,369			555,508			(2,577,458	)		248,865
Net increase (decrease) in net assets resulting from operations		78,269,779			45,104,813			88,355,169			35,181,366			627,205			(1,850,404	)		4,329,123
Distributions to shareholders from
Net investment income		(1,078,104	)		—			(7,957,450	)		(5,588,649	)		—			(528,391	)		(1,046,193	)
Net realized gains		—			—			(6,350,330	)		(12,154,993	)		—			(3,090,100	)		(1,008,116	)
Total distributions to shareholders		(1,078,104	)		—			(14,307,780	)		(17,743,642	)		—			(3,618,491	)		(2,054,309	)
Fund share transactions
Proceeds from shares sold-Class A		17,552,300			21,659,106			60,859,237			51,424,760			3,474,294			12,874,011			25,680,184
Proceeds issued in connection with merger-Class A		N/A			N/A			N/A			7,847,558			N/A			N/A			N/A
Issued as reinvestment of distributions-Class A		716,365			—			6,425,429			8,837,454			—			1,715,233			1,027,730
Cost of shares redeemed-Class A		(65,063,250	)		(142,289,923	)		(64,254,597	)		(35,927,410	)		(305,547	)		(39,768,491	)		(21,213,645	)
Proceeds from shares sold-Class C		3,491,041			2,881,103			42,778,376			38,067,525			2,603,474			6,076,970			20,729,068
Proceeds issued in connection with merger-Class C		N/A			N/A			N/A			7,436,436			N/A			N/A			N/A
Issued as reinvestment of distributions-Class C		—			—			3,630,601			4,851,500			—			1,407,991			637,068
Cost of shares redeemed-Class C		(17,285,532	)		(12,989,463	)		(22,692,491	)		(15,586,817	)		(117,977	)		(26,240,549	)		(12,932,756	)
Proceeds from shares sold-Class I		19,415,081			3,399,396			57,418,049			30,292,030			459,546			3,564,796			4,618,682
Proceeds issued in connection with merger-Class I		N/A			N/A			N/A			4,853,721			N/A			N/A			N/A
Issued as reinvestment of distributions-Class I		91,496			—			1,276,585			804,292			—			135,324			70,047
Cost of shares redeemed-Class I		(8,841,361	)		(9,288,120	)		(20,044,792	)		(7,822,488	)		—			(3,232,876	)		(1,521,998	)
Proceeds from shares sold-Class R-3		158,334			114,731			1,464,043			2,413,772			2,500			810			1,343
Issued as reinvestment of distributions-Class R-3		215			—			119,916			74,897			—			803			836
Cost of shares redeemed-Class R-3		(251,600	)		(283,650	)		(1,166,617	)		(456,723	)		—			(807	)		(26,026	)
Proceeds from shares sold-Class R-5		4,157,409			6,934,710			3,267,724			157,341			2,500			—			—
Proceeds issued in connection with merger-Class R-5		N/A			N/A			N/A			20,748			N/A			N/A			N/A
Issued as reinvestment of distributions-Class R-5		225,574			—			26,441			2,979			—			93			61
Cost of shares redeemed-Class R-5		(20,201,109	)		(4,390,226	)		(277,226	)		(32,371	)		—			—			—
Proceeds from shares sold-Class R-6		N/A			N/A			50,000			—			2,500			N/A			N/A
Issued as reinvestment of distributions-Class R-6		N/A			N/A			407			194			—			N/A			N/A
Cost of shares redeemed-Class R-6		N/A			N/A			—			—			—			N/A			N/A
Net increase (decrease) from fund share transactions		(65,835,037	)		(134,252,336	)		68,881,085			97,259,398			6,121,290			(43,466,692	)		17,070,594
Increase (decrease) in net assets		11,356,638			(89,147,523	)		142,928,474			114,697,122			6,748,495			(48,935,587	)		19,345,408
Net assets, end of period (b)		324,382,862			313,026,224			486,405,768			343,477,294			6,748,495			84,902,084			133,837,671
(b) Includes undistributed net investment income (accumulated net investment loss) of		$(613,607	)		$(153,101	)		$—			$395,278			$49,352			$(53,605	)		$(42,989	)

Shares issued and redeemed
Shares sold-Class A		509,322			717,778			3,952,726			3,838,861			233,253			850,499			1,679,587
Shares issued in connection with merger-Class A		N/A			N/A			N/A			601,815			N/A			N/A			N/A
Issued as reinvestment of distributions-Class A		22,220			—			443,111			695,331			—			113,335			67,612
Shares redeemed-Class A		(1,908,695	)		(5,029,602	)		(4,201,440	)		(2,680,955	)		(20,537	)		(2,659,364	)		(1,386,441	)
Shares sold-Class C		119,287			109,997			2,862,804			2,935,224			176,776			399,832			1,355,569
Shares issued in connection with merger-Class C		N/A			N/A			N/A			588,982			N/A			N/A			N/A
Issued as reinvestment of distributions-Class C		—			—			260,498			395,863			—			93,105			42,147
Shares redeemed-Class C		(577,620	)		(509,989	)		(1,538,601	)		(1,195,012	)		(7,718	)		(1,751,907	)		(844,950	)
Shares sold-Class I		541,945			110,406			3,712,705			2,266,448			28,208			235,093			301,257
Shares issued in connection with merger-Class I		N/A			N/A			N/A			372,654			N/A			N/A			N/A
Issued as reinvestment of distributions-Class I		2,777			—			86,136			62,333			—			8,933			4,595
Shares redeemed-Class I		(242,105	)		(318,659	)		(1,324,515	)		(576,422	)		—			(214,015	)		(99,103	)
Shares sold-Class R-3		4,568			3,865			95,883			177,013			175			53			88
Issued as reinvestment of distributions-Class R-3		7			—			8,309			5,849			—			53			55
Shares redeemed-Class R-3		(7,629	)		(9,184	)		(75,228	)		(34,855	)		—			(54	)		(1,699	)
Shares sold-Class R-5		120,333			229,922			208,356			11,969			175			—			—
Shares issued in connection with merger-Class R-5		N/A			N/A			N/A			1,595			N/A			N/A			N/A
Issued as reinvestment of distributions-Class R-5		6,863			—			1,702			223			—			6			4
Shares redeemed-Class R-5		(567,077	)		(143,294	)		(17,111	)		(2,424	)		—			—			—
Shares sold-Class R-6		N/A			N/A			3,066			—			175			N/A			N/A
Issued as reinvestment of distributions-Class R-6		N/A			N/A			26			15			—			N/A			N/A
Shares redeemed-Class R-6		N/A			N/A			—			—			—			N/A			N/A
Shares issued and redeemed		(1,975,804	)		(4,838,760	)		4,478,427			7,464,507			410,507			(2,924,431	)		1,118,721

(a) Commencement of Operations.


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

Statements of Changes in Net Assets



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 10/31/13			11/1/11 to 10/31/12			11/1/12 to 10/31/13			11/1/11 to 10/31/12			11/1/12 to 10/31/13			11/1/11 to 10/31/12			12/31/12 (a) to 10/31/13			11/1/12 to 10/31/13			11/1/11 to 10/31/12

	$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

	(703,178	)		(2,766,218	)		(1,422,711	)		(1,556,751	)		(5,183,454	)		(9,892,974	)		(87,125	)		92,056			358,971
	31,895,135			18,539,962			32,546,008			153,967,944			86,131,918			(33,512,594	)		387,727			3,531,728			5,760,464
	—			—			—			—			—			—			—			—			(26	)

	119,833,638			12,365,462			98,358,673			(80,618,977	)		852,731,224			174,682,950			1,987,948			26,336,657			999,291
	151,025,595			28,139,206			129,481,970			71,792,216			933,679,688			131,277,382			2,288,550			29,960,441			7,118,700

	—			—			—			—			(903,321	)		—			—			(553,093	)		(29,578	)
	(15,908,617	)		—			(75,993,788	)		—			—			—			—			(5,715,716	)		(10,468,101	)
	(15,908,617	)		—			(75,993,788	)		—			(903,321	)		—			—			(6,268,809	)		(10,497,679	)

	64,900,855			112,576,206			11,663,576			19,725,409			412,049,520			371,729,117			11,029,634			4,084,965			2,932,544
	N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A
	7,801,024			—			33,533,368			—			—			—			—			930,631			1,365,600
	(72,502,676	)		(130,128,815	)		(122,470,173	)		(341,290,247	)		(341,018,778	)		(215,827,492	)		(458,449	)		(3,245,625	)		(2,378,466	)
	10,992,386			19,944,837			4,779,422			6,325,023			40,769,932			34,854,989			8,699,611			2,703,952			1,548,911
	N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A
	3,225,017			—			22,414,326			—			—			—			—			536,376			842,720
	(13,910,284	)		(13,892,879	)		(49,141,433	)		(78,390,933	)		(22,953,739	)		(18,935,695	)		(194,133	)		(1,191,406	)		(1,173,634	)
	34,287,853			44,066,950			29,641,815			48,106,027			727,095,439			875,394,108			3,025,544			42,191,540			9,888,102
	N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A
	2,660,852			—			15,408,290			—			334,383			—			—			4,468,703			7,797,913
	(20,119,800	)		(26,002,685	)		(78,899,645	)		(107,463,540	)		(668,406,588	)		(311,625,421	)		(67,605	)		(14,329,298	)		(18,015,128	)
	4,303,047			5,828,678			2,537,900			4,065,929			39,537,175			45,740,438			2,500			113,471			211,273
	279,183			—			932,905			—			—			—			—			4,966			1,082
	(3,381,453	)		(2,234,679	)		(4,634,618	)		(2,743,975	)		(19,674,347	)		(13,151,500	)		—			(123,717	)		(3,814	)
	9,011,085			17,416,695			310,706			4,739,715			140,917,988			138,787,831			2,500			49,871			—
	N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A
	1,077,505			—			486,525			—			49,011			—			—			275			404
	(10,545,269	)		(8,296,646	)		(13,239,409	)		(62,578,921	)		(120,018,665	)		(44,560,198	)		—			—			—
	7,066,939			769,536			419,189			—			190,792,778			216,805,471			2,500			17,546,017			—
	29,351			—			396			—			344,748			—			—			234			341
	(1,033,200	)		(17,279	)		(88,078	)		—			(49,971,570	)		(27,705,136	)		—			(1,759,834	)		—
	24,142,415			20,029,919			(146,344,938	)		(509,505,513	)		329,847,287			1,051,506,512			22,042,102			51,981,121			3,017,848
	159,259,393			48,169,125			(92,856,756	)		(437,713,297	)		1,262,623,654			1,182,783,894			24,330,652			75,672,753			(361,131	)
	593,563,341			434,303,948			450,582,889			543,439,645			3,981,293,766			2,718,670,112			24,330,652			154,522,338			78,849,585
	$—			$(2,505,988	)		$—			$(1,294,276	)		$(14,774,729	)		$(9,445,703	)		$—			$(25,685	)		$324,189


	1,791,139			3,756,169			429,069			747,193			8,665,271			9,299,124			662,136			201,526			157,571
	N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A
	243,174			—			1,381,111			—			—			—			—			51,444			81,920
	(2,013,921	)		(4,081,631	)		(4,573,476	)		(12,872,006	)		(7,050,637	)		(5,293,320	)		(25,877	)		(155,564	)		(129,304	)
	359,548			737,445			209,619			271,315			1,019,852			1,022,708			525,260			138,403			86,646
	N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A
	116,301			—			1,095,837			—			—			—			—			30,773			52,181
	(451,629	)		(510,030	)		(2,160,093	)		(3,358,996	)		(579,874	)		(559,448	)		(11,402	)		(61,968	)		(65,421	)
	924,651			1,395,748			1,069,302			1,789,648			15,028,741			21,697,603			170,945			1,901,087			517,460
	N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A
	80,656			—			617,814			—			7,764			—			—			242,996			460,870
	(547,814	)		(825,832	)		(2,795,977	)		(3,933,132	)		(13,657,131	)		(7,589,962	)		(3,797	)		(688,228	)		(969,162	)
	123,416			191,423			97,260			152,417			849,995			1,147,045			175			5,736			11,202
	8,799			—			39,050			—			—			—			—			277			65
	(91,655	)		(71,943	)		(171,042	)		(102,832	)		(415,803	)		(332,342	)		—			(6,397	)		(194	)
	244,644			552,445			11,210			176,271			2,813,151			3,339,736			175			2,164			—
	N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A
	32,691			—			19,500			—			1,135			—			—			15			24
	(281,644	)		(260,178	)		(472,297	)		(2,263,695	)		(2,447,709	)		(1,073,911	)		—			—			—
	176,307			23,665			15,552			—			3,808,524			5,191,879			175			814,318			—
	889			—			16			—			7,978			—			—			13			20
	(26,672	)		(529	)		(2,948	)		—			(1,010,941	)		(666,828	)		—			(76,757	)		—
	688,880			906,752			(5,190,493	)		(19,393,817	)		7,040,316			26,182,284			1,317,790			2,399,838			203,878


The accompanying notes are an integral part of the financial statements.			31

Financial Highlights


Fiscal periods					From investment operations									Dividends & distributions											Ratio to average net assets (%)
Fiscal periods			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		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)
Eagle Capital Appreciation Fund
Class A*
11/01/12		10/31/13		$30.95		$0.10			$8.66			$8.76			$(0.12)			$—			$(0.12)			$39.59		1.30			1.30			0.30			69	(c)		28.41			$205
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
Class C*
11/01/12		10/31/13		26.62		(0.13	)		7.44			7.31			—			—			—			33.93		2.03			2.03			(0.43	)		69	(c)		27.46			68
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
Class I*
11/01/12		10/31/13		31.72		0.19			8.92			9.11			(0.23	)		—			(0.23	)		40.60		0.95			0.99			0.51			69	(c)		28.87			30
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
Class R-3*
11/01/12		10/31/13		30.53		0.01			8.52			8.53			(0.01	)		—			(0.01	)		39.05		1.60			1.60			0.02			69	(c)		27.94			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
Class R-5*
11/01/12		10/31/13		31.66		0.25			8.83			9.08			(0.24	)		—			(0.24	)		40.50		0.95			0.99			0.73			69	(c)		28.84			20
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

Eagle Growth & Income Fund
Class A*
11/01/12		10/31/13		13.87		0.33			3.06			3.39			(0.33	)		(0.25	)		(0.58	)		16.68		1.09			1.09			2.17			28			25.14			214
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	(d)		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
Class C*
11/01/12		10/31/13		13.41		0.21			2.95			3.16			(0.22	)		(0.25	)		(0.47	)		16.10		1.84			1.84			1.39			28			24.23			170
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	(d)		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
Class I*
11/01/12		10/31/13		13.85		0.37			3.06			3.43			(0.38	)		(0.25	)		(0.63	)		16.65		0.80			0.80			2.37			28			25.49			94
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	(d)		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	(e)		1.12	(e)		3.08	(e)		57			40.72			2
Class R-3*
11/01/12		10/31/13		13.82		0.28			3.04			3.32			(0.28	)		(0.25	)		(0.53	)		16.61		1.43			1.43			1.81			28			24.71			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	(d)		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	(e)		1.56	(e)		0.94	(e)		57			(1.83	)		0


32		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 (%)
Fiscal periods			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		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)
Eagle Growth & Income Fund (cont’d)
Class R-5*
11/01/12		10/31/13		13.84		0.33			3.10			3.43			(0.39	)		(0.25	)		(0.64	)		16.63		0.72			0.72			2.07			28			25.54			3
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	(d)		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	(e)		1.85	(e)		2.11	(e)		50			7.53			0
Class R-6*
11/01/12		10/31/13		13.86		0.34			3.10			3.44			(0.38	)		(0.25	)		(0.63	)		16.67		0.71			0.71			2.09			28			25.59			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	(e)		0.96	(e)		2.17	(e)		123	(d)		4.00			0

Eagle International Stock Fund
Class A*
02/28/13		10/31/13		14.29		0.15			2.04			2.19			—			—			—			16.48		1.55	(e)		11.48	(e)		1.50	(e)		42			15.33			4
Class C*
02/28/13		10/31/13		14.29		0.11			1.98			2.09			—			—			—			16.38		2.39	(e)		12.03	(e)		1.07	(e)		42			14.63			3
Class I*
02/28/13		10/31/13		14.29		0.13			2.10			2.23			—			—			—			16.52		1.15	(e)		4.25	(e)		1.21	(e)		42			15.61			0
Class R-3*
02/28/13		10/31/13		14.29		0.19			1.97			2.16			—			—			—			16.45		1.75	(e)		13.83	(e)		1.84	(e)		42			15.12			0
Class R-5*
02/28/13		10/31/13		14.29		0.25			1.98			2.23			—			—			—			16.52		1.15	(e)		13.27	(e)		2.44	(e)		42			15.61			0
Class R-6*
02/28/13		10/31/13		14.29		0.26			1.98			2.24			—			—			—			16.53		1.05	(e)		13.27	(e)		2.54	(e)		42			15.68			0

Eagle Investment Grade Bond Fund
Class A*
11/01/12		10/31/13		15.51		0.12			(0.27	)		(0.15	)		(0.11	)		(0.36	)		(0.47	)		14.89		0.85			1.01			0.80			136			(1.00	)		37
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	(e)		1.48	(e)		1.51	(e)		53			5.78			48
Class C*
11/01/12		10/31/13		15.49		—	(f)		(0.26	)		(0.26	)		(0.01	)		(0.36	)		(0.37	)		14.86		1.65			1.77			0.01			136			(1.75	)		41
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	(e)		2.23	(e)		0.68	(e)		53			5.23			50
Class I*
11/01/12		10/31/13		15.54		0.16			(0.27	)		(0.11	)		(0.15	)		(0.36	)		(0.51	)		14.92		0.60			0.72			1.04			136			(0.74	)		7
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	(e)		2.11	(e)		1.59	(e)		53			6.05			4
Class R-3*
11/01/12		10/31/13		15.51		0.08			(0.27	)		(0.19	)		(0.07	)		(0.36	)		(0.43	)		14.89		1.15			1.34			0.50			136			(1.28	)		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	(e)		1.95	(e)		0.91	(e)		53			5.63			0
Class R-5*
11/01/12		10/31/13		15.51		0.16			(0.27	)		(0.11	)		(0.15	)		(0.36	)		(0.51	)		14.89		0.60			0.64			1.04			136			(0.77	)		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	(e)		4.92	(e)		1.77	(e)		53			5.75			0

Eagle Mid Cap Growth Fund
Class A*
11/01/12		10/31/13		31.52		(0.03	)		10.68			10.65			—			(1.14	)		(1.14	)		41.03		1.20			1.20			(0.08	)		52			34.81			304
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


The accompanying notes are an integral part of the financial statements.			33

Financial Highlights


Fiscal periods					From investment operations									Dividends & distributions										Ratio to average net assets (%)
Fiscal periods			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		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)
Eagle Mid Cap Growth Fund (cont’d)
Class C*
11/01/12		10/31/13		27.41		(0.25	)		9.22			8.97			—		(1.14	)		(1.14	)		35.24		1.92			1.92			(0.80	)		52		33.87			106
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
Class I*
11/01/12		10/31/13		32.36		0.08			11.01			11.09			—		(1.14	)		(1.14	)		42.31		0.87			0.87			0.22			52		35.28			126
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
Class R-3*
11/01/12		10/31/13		31.19		(0.14	)		10.57			10.43			—		(1.14	)		(1.14	)		40.48		1.49			1.49			(0.39	)		52		34.46			12
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	(e)		1.74	(e)		(0.94	) (e)		127		25.83			0
Class R-5*
11/01/12		10/31/13		32.34		0.09			10.98			11.07			—		(1.14	)		(1.14	)		42.27		0.89			0.89			0.24			52		35.24			39
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	(e)		1.15	(e)		(0.44	) (e)		96		15.63			0
Class R-6*
11/01/12		10/31/13		32.37		0.02			11.11			11.13			—		(1.14	)		(1.14	)		42.36		0.78			0.78			0.05			52		35.40			7
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	(e)		0.85	(e)		(0.32	) (e)		91		3.74			0

Eagle Mid Cap Stock Fund
Class A*
11/01/12		10/31/13		27.14		(0.04	)		7.40			7.36			—		(4.02	)		(4.02	)		30.48		1.22			1.22			(0.14	)		27		30.90			208
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
Class C*
11/01/12		10/31/13		23.49		(0.21	)		6.26			6.05			—		(4.02	)		(4.02	)		25.52		1.95			1.95			(0.90	)		27		30.00			138
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
Class I*
11/01/12		10/31/13		27.76		0.03			7.62			7.65			—		(4.02	)		(4.02	)		31.39		0.95			1.12			0.11			27		31.31			98
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
Class R-3*
11/01/12		10/31/13		26.78		(0.13	)		7.29			7.16			—		(4.02	)		(4.02	)		29.92		1.52			1.52			(0.48	)		27		30.53			6
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


34		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 (%)
Fiscal periods			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		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)
Eagle Mid Cap Stock Fund (cont’d)
Class R-5*
11/01/12		10/31/13		27.77		0.19			7.59			7.78			—			(4.02	)		(4.02	)		31.53		0.84			0.84			0.69			27		31.84			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
Class R-6*
11/01/12		10/31/13		27.81		(0.02	)		7.73			7.71			—			(4.02	)		(4.02	)		31.50		0.79			0.79			(0.08	)		27		31.49			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	(e)		0.85	(e)		0.24	(e)		242		1.14			0

Eagle Small Cap Growth Fund
Class A*
11/01/12		10/31/13		41.13		(0.16	)		13.36			13.20			—			—			—			54.33		1.10			1.10			(0.33	)		38		32.09			999
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
Class C*
11/01/12		10/31/13		34.40		(0.42	)		11.13			10.71			—			—			—			45.11		1.82			1.82			(1.05	)		38		31.13			189
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
Class I*
11/01/12		10/31/13		42.04		(0.01	)		13.67			13.66			(0.02	)		—			(0.02	)		55.68		0.79			0.79			(0.01	)		38		32.49			1,815
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
Class R-3*
11/01/12		10/31/13		40.68		(0.29	)		13.19			12.90			—			—			—			53.58		1.37			1.37			(0.62	)		38		31.71			134
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
Class R-5*
11/01/12		10/31/13		42.14		0.01			13.69			13.70			(0.01	)		—			(0.01	)		55.83		0.77			0.77			0.02			38		32.51			341
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
Class R-6*
11/01/12		10/31/13		42.20		0.03			13.74			13.77			(0.05	)		—			(0.05	)		55.92		0.68			0.68			0.07			38		32.68			502
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	(e)		0.85	(e)		(0.75	) (e)		36		5.05			65

Eagle Small Cap Stock Fund
Class A*
12/31/12		10/31/13		14.29		(0.10	)		4.31			4.21			—			—			—			18.50		1.32	(e)		4.78	(e)		(0.73	) (e)		42		29.46			12
Class C*
12/31/12		10/31/13		14.29		(0.21	)		4.30			4.09			—			—			—			18.38		2.08	(e)		5.54	(e)		(1.47	) (e)		42		28.62			9
Class I*
12/31/12		10/31/13		14.29		(0.05	)		4.33			4.28			—			—			—			18.57		0.95	(e)		4.89	(e)		(0.35	) (e)		42		29.95			3
Class R-3*
12/31/12		10/31/13		14.29		(0.12	)		4.29			4.17			—			—			—			18.46		1.52	(e)		11.76	(e)		(0.90	) (e)		42		29.18			0


The accompanying notes are an integral part of the financial statements.			35

Financial Highlights


Fiscal periods					From investment operations							Dividends & distributions											Ratio to average net assets (%)
Fiscal periods			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		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)
Eagle Small Cap Stock Fund (cont’d)
Class R-5*
12/31/12		10/31/13		14.29		(0.05	)		4.31		4.26		—			—			—			18.55		0.95	(e)		11.20	(e)		(0.33	) (e)		42		29.81		0
Class R-6*
12/31/12		10/31/13		14.29		(0.03	)		4.31		4.28		—			—			—			18.57		0.85	(e)		11.19	(e)		(0.23	) (e)		42		29.95		0

Eagle Smaller Company Fund
Class A*
11/01/12		10/31/13		18.93		(0.03	)		5.96		5.93		(0.09	)		(1.39	)		(1.48	)		23.38		1.37			1.40			(0.13	)		14		33.60		19
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	(e)		4.53	(e)		(0.45	) (e)		23		15.75		6
Class C*
11/01/12		10/31/13		18.22		(0.18	)		5.73		5.55		—			(1.39	)		(1.39	)		22.38		2.12			2.14			(0.88	)		14		32.62		11
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	(e)		5.37	(e)		(1.27	) (e)		23		14.84		3
Class I*
11/01/12		10/31/13		19.28		0.06			6.07		6.13		(0.16	)		(1.39	)		(1.55	)		23.86		0.95			1.16			0.27			14		34.20		106
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	(e)		1.80	(e)		(0.04	) (e)		23		71.92		49
Class R-3*
11/01/12		10/31/13		18.77		(0.08	)		5.89		5.81		(0.07	)		(1.39	)		(1.46	)		23.12		1.70			1.85			(0.40	)		14		33.17		0
11/01/11		10/31/12		19.96		—	(f)		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	(e)		2.68	(e)		(0.69	) (e)		22		9.74		0
Class R-5*
11/01/12		10/31/13		19.25		(0.02	)		6.15		6.13		(0.17	)		(1.39	)		(1.56	)		23.82		0.95			1.00			(0.11	)		14		34.25		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	(e)		1.96	(e)		0.05	(e)		22		10.44		0
Class R-6*
11/01/12		10/31/13		19.28		0.01			6.14		6.15		(0.18	)		(1.39	)		(1.57	)		23.86		0.85			0.96			0.04			14		34.33		18
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	(e)		1.24	(e)		0.17	(e)		36		4.42		0

(†) 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) The Eagle Capital Appreciation Fund changed its subadvisor effective June 28, 2013.

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

(e) Annualized.

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


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

Notes to Financial Statements


			10.31.2013

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 Board of Trustees (“Board”) 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,

•

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, Class C, Class I, Class R-3 and Class 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 of securities traded in foreign markets to reflect events that occur between the close of those markets and the time of the Fund’s determination of the NAV.


			37

Notes to Financial Statements


10.31.2013

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

•

The quotation may be stale;

•

The quotation is not actively traded;

•

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.

For most securities, both the latest transaction prices and adjustments for securities traded in foreign markets are furnished by Board approved independent pricing services. 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 Board. A Fund may fair value small-cap securities, for example, that are thinly traded or illiquid. Fair value requires consideration of 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 Board has 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 Board at their regularly scheduled meetings. The Board retains 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, the Procedures and pricing services can change from time to time as approved by the Board, 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 a Fund’s 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 unavailable or 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. A Fund may fair value a security if certain events occur between the time trading ends in a foreign market on a particular security and the Fund’s NAV calculation. A Fund may also fair value a particular security if the events are significant and make the closing price unavailable or unreliable. If an issuer-specific event has occurred that a Fund or Eagle determines, in its judgment, is likely to have affected the closing price of a foreign security, the affected Fund will price the security at fair value. The Fund also utilizes a


38

Notes to Financial Statements


			10.31.2013

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 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 unavailable or 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.

•

Futures and Options | Futures and options are valued on the basis of market quotations, if available and reliable. 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. During the fiscal year ended October 31, 2013, none of the Funds held futures or options.

•

Investment companies and Exchange traded funds (ETFs) | Investments in other investment companies are valued at their reported NAV. In addition, investments in

ETFs are valued on the basis of market quotations, if available. If the prices provided by the pricing service and independent quoted prices are unavailable or 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 unadjusted 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 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.


			39

Notes to Financial Statements


10.31.2013

The following is a summary of the inputs used to value each Fund’s investments as of October 31, 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)		$322,635,606		$—		$322,635,606
Total investment portfolio		$322,635,606		$—		$322,635,606
Growth & Income Fund
Domestic common stocks (a)		$479,273,485		$—		$479,273,485
Total investment portfolio		$479,273,485		$—		$479,273,485
International Stock Fund
Foreign common stocks
Advertising		$—		$96,190		$96,190
Aerospace/defense		—		64,112		64,112
Airlines		—		124,158		124,158
Auto manufacturers		—		560,229		560,229
Auto parts & equipment		—		165,774		165,774
Banks		—		1,008,462		1,008,462
Beverages		—		119,378		119,378
Biotechnology		—		150,819		150,819
Building materials		—		75,835		75,835
Computers		—		68,298		68,298
Cosmetics/personal care		—		12,675		12,675
Distribution/wholesale		—		557,690		557,690
Electric		—		33,329		33,329
Electronics		—		46,576		46,576
Engineering & construction		—		62,150		62,150
Entertainment		—		74,748		74,748
Food		—		194,407		194,407
Forest products & paper		—		51,163		51,163
Healthcare services		—		29,115		29,115
Home builders		—		112,275		112,275
Home furnishings		—		25,652		25,652
Insurance		—		839,904		839,904
Internet		—		74,582		74,582
Iron/steel		—		16,729		16,729
Machinery-diversified		—		11,687		11,687
Media		—		35,532		35,532
Miscellaneous manufacturer		—		9,338		9,338
Oil & gas		—		192,030		192,030
Oil & gas services		—		20,901		20,901


	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Total
International Stock Fund (cont’d)
Packaging & containers		$—		$135,865		$135,865
Pharmaceuticals		—		502,687		502,687
Real estate		—		40,862		40,862
Retail		—		37,102		37,102
Semiconductors		—		32,035		32,035
Software		—		33,009		33,009
Telecommunications		—		540,666		540,666
Transportation		—		148,622		148,622
Foreign preferred stocks
Insurance		—		15,495		15,495
Total investment portfolio		$—		$6,320,081		$6,320,081
Investment Grade Bond Fund
Domestic corporate bonds (a)		$—		$33,996,217		$33,996,217
Foreign corporate bonds (a)		—		8,547,622		8,547,622
Mortgage and asset-backed securities (a)		—		30,311,554		30,311,554
U.S. Treasuries		—		6,998,125		6,998,125
U.S. Government agency securities		—		3,789,530		3,789,530
Supranational banks		—		1,031,080		1,031,080
Total investment portfolio		$—		$84,674,128		$84,674,128
Mid Cap Growth Fund
Domestic common stocks (a)		$586,994,207		$—		$586,994,207
Total investment portfolio		$586,994,207		$—		$586,994,207
Mid Cap Stock Fund
Domestic common stocks (a)		$434,410,271		$—		$434,410,271
Total investment portfolio		$434,410,271		$—		$434,410,271
Small Cap Growth Fund
Domestic common stocks (a)		$3,908,061,428		$—		$3,908,061,428
Total investment portfolio		$3,908,061,428		$—		$3,908,061,428
Small Cap Stock Fund
Domestic common stocks (a)		$22,503,678		$—		$22,503,678
Holding companies		268,401		—		268,401
Total investment portfolio		$22,772,079		$—		$22,772,079
Smaller Company Fund
Domestic common stocks (a)		$149,732,110		$—		$149,732,110
Holding companies		2,165,436		—		2,165,436
Investment companies		755,652		—		755,652
Total investment portfolio		$152,653,198		$—		$152,653,198
(a) Please see the investment portfolio for detail by industry.


40

Notes to Financial Statements


			10.31.2013

During the fiscal year ended October 31, 2013, none of the Funds had any investments classified as Level 3 and there were no transfers in or out of levels 1, 2 or 3.

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. The Funds do 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.

Forward foreign currency exchange contracts | Each of the Funds except the Small Cap Growth Fund is authorized to enter into forward foreign currency 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 Statements 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. During the fiscal year ended October 31, 2013, none of the Funds held forward foreign currency exchange contracts.

Real estate investment trusts (“REIT(s)”) | 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 REITs. 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 October 31, 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 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. The Funds may also be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Funds accrue such taxes and recoveries as applicable, when the related income or capital gains are earned and based upon the current interpretation of tax rules and regulations that exist in the markets in which the Fund invests. 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 Board. 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


			41

Notes to Financial Statements


10.31.2013

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 Statements 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 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 annually 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 10/31/13		11/1/11 to 10/31/12
Capital Appreciation Fund
Class A		$755,281		$—
Class C		—		—
Class I		97,034		—
Class R-3		215		—
Class R-5		225,574		—
Growth & Income Fund
Class A		4,158,689		3,227,251
Class C		2,158,530		1,520,090
Class I		1,547,741		808,093
Class R-3		68,821		30,718
Class R-5		23,317		2,434
Class R-6		352		63


Distributions from net investment income (cont’d)	11/1/12 to 10/31/13		11/1/11 to 10/31/12
Investment Grade Bond Fund
Class A		$431,685		$746,484
Class C		31,799		227,963
Class I		64,746		71,307
Class R-3		133		400
Class R-5		28		39
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 10/31/13		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


42

Notes to Financial Statements


			10.31.2013


Distributions from net realized gains (cont’d)	11/1/12 to 10/31/13		11/1/11 to 10/31/12
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		—
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 $136,518 and $128,275 associated with the formation of the International Stock Fund and the Small Cap Stock Fund, respectively, 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 fiscal period ended October 31, 2013, the International Stock Fund and the Small Cap Stock Fund amortized expenses of $89,815 and $105,727, respectively, and as of October 31, 2013, $46,703 and $22,548, respectively, of offering costs 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 their 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 fiscal year ended October 31, 2013, purchases and sales of investment securities (excluding short-term obligations) were as follows:


	Purchases		Sales
Capital Appreciation Fund		$214,061,910		$273,811,485
Growth & Income Fund		172,915,850		111,279,748
International Stock Fund		7,443,691		1,709,945
Investment Grade Bond Fund
Long-Term Debt Securities		113,543,975		137,032,381
Long-Term U.S. Treasury Securities		39,053,279		55,295,938
Mid Cap Growth Fund		290,039,282		263,018,373
Mid Cap Stock Fund		126,251,243		342,510,836
Small Cap Growth Fund		1,557,767,603		1,258,627,543
Small Cap Stock Fund		24,455,609		4,055,672
Smaller Company Fund		61,750,863		14,208,714

NOTE 4 | Investment advisory fees and other transactions with affiliates | Each Fund has 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 is as follows:


Investment advisory fee rate schedule	Breakpoint		Investment advisory fee
Capital Appreciation Fund		First $1 billion Over $1 billion		0.60% 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 Fund, Small Cap Growth Fund, Smaller Company Fund		First $500 million $500 million to $1 billion Over $1 billion		0.60% 0.55% 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% of the average daily net assets of Class A, Class C and Class R-3 shares and 0.10% of the average daily net assets of Class I, Class R-5 and Class R-6 shares.

Subadvisory fees | The Manager has 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.


			43

Notes to Financial Statements


10.31.2013

The Manager has entered into a subadvisory agreement with ClariVest Asset Management LLC (“ClariVest”), an affiliate of Eagle, to serve as subadvisor for the Capital Appreciation Fund and the International Stock Fund. Under this agreement, Eagle pays ClariVest an annualized rate of 0.55% and 0.85% on all assets as a percentage of the Fund’s average daily net assets, computed daily and payable monthly for the Capital Appreciation Fund and the International Stock Fund, respectively.

The Manager has 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 fiscal year ended October 31, 2013, total front-end sales charges and CDSCs paid to the Distributor were as follows:


	Front-end sales charge		Contingent deferred sales charges
	Class A		Class A		Class C
Capital Appreciation Fund		$69,119		$—		$1,032
Growth & Income Fund		540,164		659		3,030
International Stock Fund		27,710		—		69
Investment Grade Bond Fund		23,112		—		1,794
Mid Cap Growth Fund		107,835		—		2,669
Mid Cap Stock Fund		101,310		20		6,005
Small Cap Growth Fund		547,604		8,564		7,313
Small Cap Stock Fund		111,824		—		200
Smaller Company Fund		16,780		—		369

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

Agency commissions | For the fiscal year ended October 31, 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		$223,113		$—
Growth & Income Fund		63,685		1,874
International Stock Fund		4,573		—
Investment Grade Bond Fund		—		—
Mid Cap Growth Fund		385,585		8,745
Mid Cap Stock Fund		147,015		28,536
Small Cap Growth Fund		1,740,831		56,058
Small Cap Stock Fund		10,367		40
Smaller Company Fund		35,223		701

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


44

Notes to Financial Statements


			10.31.2013

each Fund’s relative total net assets. The amount of shareholder servicing fees charged to the Funds were as follows:


Shareholder servicing fees	11/1/2012 to 10/31/2013
Capital Appreciation Fund Class A		$11,471
Capital Appreciation Fund Class C		3,855
Capital Appreciation Fund Class I		1,250
Capital Appreciation Fund Class R-3		39
Capital Appreciation Fund Class R-5		1,544
Capital Appreciation Fund Class R-6		N/A
Growth & Income Fund Class A		11,188
Growth & Income Fund Class C		8,260
Growth & Income Fund Class I		3,673
Growth & Income Fund Class R-3		214
Growth & Income Fund Class R-5		62
Growth & Income Fund Class R-6		—
International Stock Fund Class A (a)		84
International Stock Fund Class C (a)		77
International Stock Fund Class I (a)		3
International Stock Fund Class R-3 (a)		—
International Stock Fund Class R-5 (a)		—
International Stock Fund Class R-6 (a)		—
Investment Grade Bond Fund Class A		3,243
Investment Grade Bond Fund Class C		3,154
Investment Grade Bond Fund Class I		379
Investment Grade Bond Fund Class R-3		2
Investment Grade Bond Fund Class R-5		—
Investment Grade Bond Fund Class R-6		N/A
Mid Cap Growth Fund Class A		15,406
Mid Cap Growth Fund Class C		5,442
Mid Cap Growth Fund Class I		5,880
Mid Cap Growth Fund Class R-3		590
Mid Cap Growth Fund Class R-5		2,030
Mid Cap Growth Fund Class R-6		—
Mid Cap Stock Fund Class A		12,768
Mid Cap Stock Fund Class C		7,859
Mid Cap Stock Fund Class I		6,481
Mid Cap Stock Fund Class R-3		402
Mid Cap Stock Fund Class R-5		143
Mid Cap Stock Fund Class R-6		—
Small Cap Growth Fund Class A		49,552
Small Cap Growth Fund Class C		9,092
Small Cap Growth Fund Class I		91,005
Small Cap Growth Fund Class R-3		6,380


Shareholder servicing fees (cont’d)	11/1/2012 to 10/31/2013
Small Cap Growth Fund Class R-5		$16,337
Small Cap Growth Fund Class R-6		—
Small Cap Stock Fund Class A (b)		238
Small Cap Stock Fund Class C (b)		207
Small Cap Stock Fund Class I (b)		41
Small Cap Stock Fund Class R-3 (b)		—
Small Cap Stock Fund Class R-5 (b)		—
Small Cap Stock Fund Class R-6 (b)		—
Smaller Company Fund Class A		932
Smaller Company Fund Class C		528
Smaller Company Fund Class I		4,155
Smaller Company Fund Class R-3		12
Smaller Company Fund Class R-5		1
Smaller Company Fund Class R-6		—
(a) For the period February 28, 2013 (commencement of operations) to October 31, 2013. (b) For the period December 31, 2012 (commencement of operations) to October 31, 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%


			45

Notes to Financial Statements


10.31.2013

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 10/31/2013
Capital Appreciation Fund Class I		$7,958
Capital Appreciation Fund Class R-5		9,243
International Stock Fund (a)		290,423
International Stock Fund Class C (a)		15
International Stock Fund Class I (a)		7
International Stock Fund Class R-5 (a)		1
International Stock Fund Class R-6 (a)		3
Investment Grade Bond Fund Class A		86,579
Investment Grade Bond Fund Class C		64,789
Investment Grade Bond Fund Class I		8,227
Investment Grade Bond Fund Class R-3		55
Investment Grade Bond Fund Class R-5		1
Mid Cap Stock Fund Class I		194,382
Small Cap Stock Fund (b)		300,190
Small Cap Stock Fund Class A (b)		7
Small Cap Stock Fund Class I (b)		365
Small Cap Stock Fund Class R-5 (b)		1
Small Cap Stock Fund Class R-6 (b)		3
Smaller Company Fund		25,764
Smaller Company Fund Class A		—
Smaller Company Fund Class I		128,961
Smaller Company Fund Class R-3		277
Smaller Company Fund Class R-5		3
Smaller Company Fund Class R-6		6,002
(a) For the period February 28, 2013 (commencement of operations) to October 31, 2013. (b) For the period December 31, 2012 (commencement of operations) to October 31, 2013.

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 were 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
Capital Appreciation Fund Class I		$7,958		$—
Capital Appreciation Fund Class R-5		9,243		—
International Stock Fund		290,423		—
International Stock Fund Class C		15		—
International Stock Fund Class I		7		—
International Stock Fund Class R-5		1		—
International Stock Fund Class R-6		3		—
Investment Grade Bond Fund Class A		86,579		124,126
Investment Grade Bond Fund Class C		64,789		94,101
Investment Grade Bond Fund Class I		8,227		8,350
Investment Grade Bond Fund R-3		55		131
Investment Grade Bond Fund R-5		1		3
Mid Cap Stock Fund Class I		194,382		—
Small Cap Stock Fund		300,190		—
Small Cap Stock Fund Class A		7		—
Small Cap Stock Fund Class I		365		—
Small Cap Stock Fund Class R-5		1		—
Small Cap Stock Fund Class R-6		3		—
Smaller Company Fund		25,764		57,411
Smaller Company Fund Class I		128,961		86,779
Smaller Company Fund Class R-3		277		—
Smaller Company Fund Class R-5		3		8
Smaller Company Fund Class R-6		6,002		7

The Manager recovered previously waived expenses as follows:


Recovered fees previously waived	11/1/2012 to 10/31/2013
Growth & Income Fund Class R-6		$1
Investment Grade Bond Fund		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


46

Notes to Financial Statements


			10.31.2013

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 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, 2010 to October 31, 2013) 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. These differences primarily relate to deferral of losses from wash sales and non-REIT return of capital.

For income tax purposes, distributions paid during the fiscal years indicated were as follows:


	Ordinary income				Long-term Capital gains
	10/31/13		10/31/12		10/31/13		10/31/12
Capital Appreciation Fund		$1,078,104		$—		$—		$—
Growth & Income Fund		10,026,061		5,588,649		4,281,719		12,154,993
International Stock Fund		—		N/A		—		N/A
Investment Grade Bond Fund		1,727,155		1,347,477		1,891,336		706,832
Mid Cap Growth Fund		—		—		15,908,617		—
Mid Cap Stock Fund		—		—		75,993,788		—
Small Cap Growth Fund		704,202		—		199,119		—
Small Cap Stock Fund		—		N/A		—		N/A
Smaller Company Fund		646,602		482,166		5,622,207		10,015,513

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. The reclassifications arise from permanent book/tax differences primarily attributable to net operating losses not utilized, foreign currency transactions, capital loss carryforwards

expired, return of capital distributions from REITs, adjustments for partnership distributions and income and merger adjustments. The reclassifications were as follows:


	Undistributed net investment income (loss)			Accumulated net realized gain (loss)			Paid-in capital
Capital Appreciation Fund		$—			$—			$—
Growth & Income Fund		(274,148	)		274,149			(1	)
International Stock Fund		10,659			4,858			(15,517	)
Investment Grade Bond Fund		(46	)		46			—
Mid Cap Growth Fund		3,209,166			(3,209,165	)		(1	)
Mid Cap Stock Fund		2,716,987			(2,716,405	)		(582	)
Small Cap Growth Fund		757,749			(757,749	)		—
Small Cap Stock Fund		87,125			(53,115	)		(34,010	)
Smaller Company Fund		111,163			(111,163	)		—

At October 31, 2013, the Funds had capital loss carryforwards available to offset future realized gains through the years listed below as follows:


	10/31/16		10/31/17		Total
Capital Appreciation Fund		$—		$—		$—
Growth & Income Fund*		1,385,254		1,477,645		2,862,899
International Stock Fund		—		—		—
Investment Grade Bond Fund		—		—		—
Mid Cap Growth Fund		—		—		—
Mid Cap Stock Fund		—		—		—
Small Cap Growth Fund		—		—		—
Small Cap Stock Fund		—		—		—
Smaller Company Fund		—		—		—


	Capital loss carryforwards utilized during the year fiscal ended October 31, 2013
Capital Appreciation Fund		$12,395,950
Growth & Income Fund*		715,725
International Stock Fund		—
Investment Grade Bond Fund		—
Mid Cap Growth Fund		—
Mid Cap Stock Fund		—
Small Cap Growth Fund		31,713,065
Small Cap Stock Fund		—
Smaller Company Fund		—

* Capital loss carryforwards reflected above are a result of the merger with Large Cap Core Fund on January 20, 2012. These losses are subject to an annual limitation of $715,725.


			47

Notes to Financial Statements


10.31.2013

The Funds did not have any capital loss carryforwards that expired during the fiscal year ended October 31, 2013.

As of October 31, 2013, the components of distributable earnings on a tax basis were as follows:


Fund	Undistributed Ordinary Income		Undistributed Long-term gain		Capital Loss carry forwards			Late Year Loss Deferral			Net unrealized app/dep
Capital Appreciation Fund		$—		$35,009,174		$—			$(613,607)			$136,164,151
Growth & Income Fund		—		10,915,665		(2,862,899	)		—			91,764,707	^†
International Stock Fund		88,660		—		—			—			554,062	^††
Investment Grade Bond Fund		37,868		195,015		—			—			338,396
Mid Cap Growth Fund		5,011,874		23,369,853		—			—			188,130,806
Mid Cap Stock Fund		19,279,057		11,479,587		—			—			90,111,636
Small Cap Growth Fund		—		49,711,913		—			(14,774,729	)		1,200,212,578
Small Cap Stock Fund		352,949		40		—			—			1,969,571
Smaller Company Fund		170,710		3,197,791		—			—			49,408,042
† Includes currency gain/loss of $79.
†† Includes currency gain/loss of $161.

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 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 Manager has evaluated subsequent events through December 19, 2013, the date these Investment Portfolios were issued, and determined that no material events or transactions would require recognition or disclosure in the Funds’ Investment Portfolios.


48

Report of Independent Registered Certified Public Accounting Firm

To the Board of Trustees and Shareholders of 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 and Eagle Smaller Company Fund:

In our opinion, the accompanying statements of assets and liabilities, including the investment portfolios, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of 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 and Eagle Smaller Company Fund (the “Funds”) at October 31, 2013, the results of each of their operations, the changes in each of their net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

LOGO

December 19, 2013

Tampa, Florida


			49

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50

Understanding Your Ongoing Costs


(UNAUDITED)			10.31.2013

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 May 1, 2013, and held through October 31, 2013. It also shows how much a $1,000 investment would be worth at the close of the fiscal 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 May 1, 2013		Ending Account Value October 31, 2013		Expenses paid during period (a)		Annualized expense ratio (%)

Capital Appreciation Fund
Class A		$1,000.00		$1,123.80		$7.23		1.35
Class C		1,000.00		1,119.40		11.16		2.09
Class I		1,000.00		1,125.90		5.20		0.97
Class R-3		1,000.00		1,122.10		8.56		1.60
Class R-5		1,000.00		1,125.90		5.14		0.96
Growth & Income Fund
Class A		1,000.00		1,078.10		5.71		1.09
Class C		1,000.00		1,074.50		9.62		1.84
Class I		1,000.00		1,079.30		4.14		0.79
Class R-3		1,000.00		1,075.90		7.59		1.45
Class R-5		1,000.00		1,079.80		3.77		0.72
Class R-6		1,000.00		1,080.50		3.67		0.70
International Stock Fund
Class A		1,000.00		1,095.70		8.29		1.57
Class C		1,000.00		1,090.50		12.80		2.43
Class I		1,000.00		1,097.70		6.08		1.15
Class R-3		1,000.00		1,094.50		9.24		1.75
Class R-5		1,000.00		1,097.70		6.08		1.15
Class R-6		1,000.00		1,098.30		5.55		1.05
Investment Grade Bond Fund
Class A		1,000.00		983.10		4.25		0.85
Class C		1,000.00		979.60		8.23		1.65
Class I		1,000.00		984.40		3.00		0.60
Class R-3		1,000.00		981.70		5.74		1.15
Class R-5		1,000.00		984.20		3.00		0.60
Mid Cap Growth Fund
Class A		1,000.00		1,146.70		6.44		1.19
Class C		1,000.00		1,142.70		10.32		1.91
Class I		1,000.00		1,148.80		4.71		0.87
Class R-3		1,000.00		1,145.10		8.00		1.48
Class R-5		1,000.00		1,148.60		4.71		0.87
Class R-6		1,000.00		1,149.20		4.17		0.77
Mid Cap Stock Fund
Class A		1,000.00		1,133.50		6.35		1.18
Class C		1,000.00		1,129.20		10.25		1.91
Class I		1,000.00		1,134.90		5.11		0.95
Class R-3		1,000.00		1,131.60		8.11		1.51
Class R-5		1,000.00		1,139.90		1.46		0.27
Class R-6		1,000.00		1,136.00		4.20		0.78


			51

Understanding Your Ongoing Costs


(UNAUDITED)		10.31.2013


Actual	Beginning Account Value May 1, 2013		Ending Account Value October 31, 2013		Expenses paid during period (a)		Annualized expense ratio (%)
Small Cap Growth Fund
Class A		$1,000.00		$1,150.80		$5.96		1.10
Class C		1,000.00		1,146.70		9.85		1.82
Class I		1,000.00		1,152.80		4.23		0.78
Class R-3		1,000.00		1,149.30		7.42		1.37
Class R-5		1,000.00		1,153.00		4.07		0.75
Class R-6		1,000.00		1,153.50		3.64		0.67
Small Cap Stock Fund
Class A		1,000.00		1,165.00		7.09		1.30
Class C		1,000.00		1,161.10		11.11		2.04
Class I		1,000.00		1,167.20		5.19		0.95
Class R-3		1,000.00		1,163.90		7.74		1.42
Class R-5		1,000.00		1,167.40		5.19		0.95
Class R-6		1,000.00		1,167.90		4.64		0.85
Smaller Company Fund
Class A		1,000.00		1,173.70		7.62		1.39
Class C		1,000.00		1,169.30		11.59		2.12
Class I		1,000.00		1,176.50		5.21		0.95
Class R-3		1,000.00		1,171.80		9.42		1.72
Class R-5		1,000.00		1,176.90		5.21		0.95
Class R-6		1,000.00		1,177.10		4.66		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 (184), and then dividing that result by the actual number of days in the fiscal year (365).

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 May 1, 2013 through October 31, 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 May 1, 2013		Ending Account Value October 31, 2013		Expenses paid during period (a)		Annualized expense ratio (%)
Capital Appreciation Fund
Class A		$1,000.00		$1,018.40		$6.87		1.35
Class C		1,000.00		1,014.67		10.61		2.09
Class I		1,000.00		1,020.32		4.94		0.97
Class R-3		1,000.00		1,017.14		8.13		1.60
Class R-5		1,000.00		1,020.37		4.89		0.96
Growth & Income Fund
Class A		1,000.00		1,019.71		5.55		1.09
Class C		1,000.00		1,015.93		9.35		1.84	��
Class I		1,000.00		1,021.22		4.02		0.79
Class R-3		1,000.00		1,017.90		7.38		1.45
Class R-5		1,000.00		1,021.58		3.67		0.72
Class R-6		1,000.00		1,021.68		3.57		0.70
International Stock Fund
Class A		1,000.00		1,017.29		7.98		1.57
Class C		1,000.00		1,012.96		12.33		2.43
Class I		1,000.00		1,019.41		5.85		1.15
Class R-3		1,000.00		1,016.38		8.89		1.75
Class R-5		1,000.00		1,019.41		5.85		1.15
Class R-6		1,000.00		1,019.91		5.35		1.05
Investment Grade Bond Fund
Class A		1,000.00		1,020.92		4.33		0.85
Class C		1,000.00		1,016.89		8.39		1.65
Class I		1,000.00		1,022.18		3.06		0.60
Class R-3		1,000.00		1,019.41		5.85		1.15
Class R-5		1,000.00		1,022.18		3.06		0.60


52

Understanding Your Ongoing Costs


(UNAUDITED)			10.31.2013


Hypothetical	Beginning Account Value May 1, 2013		Ending Account Value October 31, 2013		Expenses paid during period (a)		Annualized expense ratio (%)
Mid Cap Growth Fund
Class A		$1,000.00		$1,019.21		$6.06		1.19
Class C		1,000.00		1,015.58		9.70		1.91
Class I		1,000.00		1,020.82		4.43		0.87
Class R-3		1,000.00		1,017.74		7.53		1.48
Class R-5		1,000.00		1,020.82		4.43		0.87
Class R-6		1,000.00		1,021.32		3.92		0.77
Mid Cap Stock Fund
Class A		1,000.00		1,019.26		6.01		1.18
Class C		1,000.00		1,015.58		9.70		1.91
Class I		1,000.00		1,020.42		4.84		0.95
Class R-3		1,000.00		1,017.59		7.68		1.51
Class R-5		1,000.00		1,023.84		1.38		0.27
Class R-6		1,000.00		1,021.27		3.97		0.78

Small Cap Growth Fund
Class A		1,000.00		1,019.66		5.60		1.10
Class C		1,000.00		1,016.03		9.25		1.82
Class I		1,000.00		1,021.27		3.97		0.78
Class R-3		1,000.00		1,018.30		6.97		1.37
Class R-5		1,000.00		1,021.42		3.82		0.75
Class R-6		1,000.00		1,021.83		3.41		0.67
Small Cap Stock Fund
Class A		1,000.00		1,018.65		6.61		1.30
Class C		1,000.00		1,014.92		10.36		2.04
Class I		1,000.00		1,020.42		4.84		0.95
Class R-3		1,000.00		1,018.05		7.22		1.42
Class R-5		1,000.00		1,020.42		4.84		0.95
Class R-6		1,000.00		1,020.92		4.33		0.85
Smaller Company Fund
Class A		1,000.00		1,018.20		7.07		1.39
Class C		1,000.00		1,014.52		10.76		2.12
Class I		1,000.00		1,020.42		4.84		0.95
Class R-3		1,000.00		1,016.53		8.74		1.72
Class R-5		1,000.00		1,020.42		4.84		0.95
Class R-6		1,000.00		1,020.92		4.33		0.85

Additional Information


(UNAUDITED)			10.31.2013

Special Shareholder Meeting | A Special Meeting of shareholders (“Special Meeting”) of the Eagle Capital Appreciation Fund (“Fund”) scheduled for June 3, 2013, was adjourned and held on June 28, 2013. At the Special Meeting, shareholders were asked to: (1) approve a

subadvisory agreement between Eagle and ClariVest with respect to the Fund; and (2) elect Lincoln Kinnicutt, an Independent Trustee, to the Fund’s Board of Trustees. Voting results for each proposal are set forth below:


Proposals	Votes For		Votes Against or Withheld		Abstentions		Broker Non-Votes
Proposal 1: Election of Lincoln Kinnicutt to the Board of Trustees		4,797,550.248		619,317.930		0.000		0.000
Proposal 2: Approval of a Subadvisory Agreement between Eagle and ClariVest		3,667,504.369		103,279,540		133,818.668		1,512,265.601

The term of office of each of the other members of the Fund’s Board of Trustees continued after the Special Meeting. The other Trustees are: James L. Pappas, J. Cooper Abbott, Keith B. Jarrett, William J. Meurer and Deborah L. Talbot.


			53

Renewal of Investment Advisory and Subadvisory Agreements


	(UNAUDITED)			10.31.2013

Overview | At a meeting held on August 16, 2013, the Boards of Trustees for the Eagle Capital Appreciation Fund, Eagle Growth & Income Fund and Eagle Series Trust, including their independent members (together, the “Board”), approved the renewal of the investment advisory agreement between Eagle Asset Management, Inc. (“Eagle”) and: (1) Eagle Capital Appreciation Fund; (2) Eagle Growth & Income Fund; and (3) Eagle Series Trust, on behalf of the Eagle Investment Grade Bond Fund, Eagle Mid Cap Growth Fund, Eagle Mid Cap Stock Fund, Eagle Smaller Company Fund and Eagle Small Cap Growth Fund. Each of the Funds mentioned is referred to as a “Fund” and collectively, the “Funds.”

The Board also approved the renewal of the investment subadvisory agreement with Eagle Boston Investment Management, Inc. (“EBIM”) as subadviser to the Eagle Smaller Company Fund. The investment advisory and subadvisory agreements are referred to herein as an “Agreement” and collectively, the “Agreements.”

In renewing the Agreements, the Board took into consideration information furnished for the Board’s review and consideration throughout the year at regular Board meetings, as well as information specifically prepared in connection with the annual renewal process. The Board, acting directly or through its committees, has been provided with information and reports relevant to the annual renewal of the Agreements, including: reports regarding the services and support provided to the Funds and their shareholders by Eagle, EBIM, J.P. Morgan Chase Bank, N.A. and its affiliates (collectively, “J.P. Morgan”), a third party that provides sub-administration, transfer agent, fund accounting and custody services to the Funds, and U.S. Bancorp Fund Services, LLC (“USBFS”), which provides certain sub-transfer agent services to the Funds; information on the Funds’ performance and commentary on the reasons for the performance; presentations by Fund portfolio managers addressing, as applicable, Eagle’s and EBIM’s investment philosophy, investment strategy, personnel and operations; compliance and audit reports concerning the Funds, Eagle, EBIM, J.P. Morgan and USBFS, including responses to issues raised therein; and information on relevant developments in the mutual fund industry and how the Eagle Funds and/or Eagle are responding to them.

As part of the renewal process, the Board, with the assistance of independent legal counsel, requested and received additional reports containing substantial and detailed information regarding the Funds, Eagle and EBIM. Among other matters, these reports included information on: (1) the nature

and extent of the advisory and other services provided by Eagle and EBIM; (2) the personnel of Eagle and EBIM; (3) the financial condition of Eagle and EBIM; (4) the compliance programs and records of Eagle and EBIM; (5) the performance of the Funds as compared to their peer groups and appropriate benchmarks; (6) the Funds’ expenses, including the advisory fee rates, the overall expense structures of the Funds, both in absolute terms and relative to funds within the same Morningstar population category (“Morningstar Category”) and peer funds within that Morningstar Category, and any applicable contractual expense limitations; (7) the anticipated effect of growth and size on the Funds’ performance and expenses, where applicable; (8) benefits to be realized by Eagle, EBIM and their respective affiliates; and (9) the estimated profitability of Eagle and EBIM under the Agreements, when available. The Board posed questions to various management personnel of Eagle regarding certain key aspects of the materials submitted in support of the renewal.

With respect to the renewal of the Agreements, the Board considered various factors, including: (1) the nature, extent and quality of services provided to the Funds; (2) the investment performance of the Funds; (3) the costs of the services provided to the Funds and the profits realized by Eagle, EBIM and their respective affiliates from their relationship with the Funds; (4) the extent to which economies of scale have been realized as the Funds grow; (5) whether the level of fees reflects those economies of scale for the benefit of the Funds’ investors; (6) comparisons of services and fees with contracts entered into by Eagle and EBIM with other clients (such as pension funds and other institutional investors); and (7) any other benefits derived by Eagle or EBIM from their relationships with the Funds.

Provided below is a discussion of the factors the Board considered at its August meeting to form the basis of its renewal of the Agreements. The Board did not identify any particular information that was most relevant to its consideration to renew the Agreements and each Trustee may have accorded different weight to the various factors.

Nature, Extent and Quality of Services. The Board considered that Eagle and EBIM are experienced in serving as investment advisers for the Funds and have provided a continuous investment program, including investment selection, credit review and market analysis among other matters, for the Funds. The Board noted that Eagle oversees and monitors the performance and services provided by EBIM, J.P. Morgan and USBFS, and is responsible for the selection of Fund


54

Renewal of Investment Advisory and Subadvisory Agreements


(UNAUDITED)			10.31.2013

subadvisers. The Board also considered that Eagle and its affiliate, Eagle Fund Services, Inc., provide certain administration, transfer agent and fund accounting services to the Funds. In addition, the Board noted that Eagle is responsible for oversight of compliance with the Funds’ policies and objectives, review of brokerage matters, oversight of the Funds’ compliance with applicable law, and implementation of Board directives as they relate to the Funds. The Board noted that shareholders in the Funds have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Eagle, and that the Funds’ shareholders, with the opportunity to review and weigh the disclosure provided by the Funds in their prospectuses and other public disclosures, have chosen to invest in the Funds.

The Board noted that EBIM is responsible for making investment decisions on behalf of the Eagle Smaller Company Fund and placing all orders for the purchase and sale of investments for the Fund with brokers or dealers. The Board considered information regarding: (1) the background and experience of Eagle and EBIM personnel who provide services to the Funds; (2) material compliance matters during the last year, if any, and certifications as to the adequacy of the compliance programs of Eagle and EBIM; (3) the financial information regarding Eagle and EBIM, as provided; and (4) Eagle’s recommendation to continue to retain EBIM to manage the Eagle Smaller Company Fund.

Investment Performance. The Board considered comparisons of each Fund’s Class A performance, including, if applicable, a Fund’s year to date, one-, three-, five- and ten-year annualized total returns for the period ended June 30, 2013, relative to the average performance of its peer group funds and benchmark indices. The Board also considered the performance of Eagle relative to the composite performance of comparable accounts managed by Eagle, as well as the performance of EBIM relative to other accounts managed by EBIM, to the extent such information was available.

With respect to the Eagle Capital Appreciation Fund, the Board noted the following specific factors regarding performance: (1) the Fund outperformed its benchmark index for the one-year period, but underperformed for the year to date, three-, five- and ten-year periods; (2) the Fund outperformed the average performance of its Morningstar Category for the one- and ten-year periods, but underperformed for the three- and five-year periods; (3) the Fund outperformed the average performance of its peer group funds for the one- and ten-year periods, but

underperformed for the three- and five-year periods; (4) the Fund underperformed an institutional composite managed by ClariVest Asset Management LLC for all relevant periods; and (5) the Fund’s overall 2-star Morningstar rating.

With respect to the Eagle Growth & Income Fund, the Board noted the following specific factors regarding performance: (1) the Fund outperformed its benchmark index for the one-, five- and ten-year periods, but underperformed for the year to date and three-year periods; (2) the Fund outperformed the average performance of its Morningstar Category for the five- and ten-year periods, but underperformed for the one- and three-year periods; (3) the Fund outperformed the average performance of its peer group funds for the five- and ten-year periods, but underperformed for the one- and three-year periods; (4) the Fund outperformed the composite performance of comparable institutional accounts managed by Eagle for all relevant time periods with the exception of the three-year period, during which the Fund underperformed; and (5) the Fund’s overall 4-star Morningstar rating.

With respect to the Eagle Investment Grade Bond Fund, the Board noted the following specific factors regarding performance: (1) the Fund underperformed its benchmark index for all relevant periods; (2) the Fund underperformed the average performance of its Morningstar Category for all relevant periods; (3) the Fund underperformed the average performance of its peer group funds for all relevant periods; (4) the Fund outperformed the composite performance of comparable institutional accounts managed by Eagle for all relevant periods; and (5) the Fund’s overall 1-star Morningstar rating.

With respect to the Eagle Mid Cap Growth Fund, the Board noted the following specific factors regarding performance: (1) the Fund outperformed its benchmark index for the year to date and one-year periods, but underperformed for all other relevant time periods; (2) the Fund outperformed the average performance of its Morningstar Category for all relevant time periods; (3) the Fund outperformed the average performance of its peer group funds for all relevant time periods; (4) the Fund outperformed the composite performance of comparable institutional accounts managed by Eagle for the five- and ten-year periods, but underperformed for the one- and three-year periods; and (5) the Fund’s 3-star Morningstar rating.

With respect to the Eagle Mid Cap Stock Fund, the Board noted the following specific factors regarding performance: (1) the Fund underperformed its benchmark index for all relevant time periods; (2) the Fund outperformed the average performance of


			55

Renewal of Investment Advisory and Subadvisory Agreements


	(UNAUDITED)			10.31.2013

its Morningstar Category for the ten-year period, but underperformed for all other relevant time periods; (3) the Fund outperformed the average performance of its peer group funds for the one-year period, but underperformed for all other relevant time periods; (4) the Fund outperformed the composite performance of comparable institutional accounts managed by Eagle for the ten-year period, equaled the performance for the three- and five-year periods, and underperformed for the one-year period; and (5) the Fund’s 3-star Morningstar rating. In this regard, the Board considered a proposal by Eagle to change the portfolio management team for the Fund in order to address the underperformance of the Fund.

With respect to the Eagle Small Cap Growth Fund, the Board noted the following specific factors regarding performance: (1) the Fund outperformed its benchmark index for the five- and ten-year periods, but underperformed for the year to date, one- and three-year periods; (2) the Fund outperformed the average performance of its Morningstar Category for all relevant time periods; (3) the Fund outperformed the average performance of its peer group funds for the ten-year period, but underperformed for all other relevant time periods; (4) the Fund outperformed the composite performance of comparable institutional accounts managed by Eagle for the five-year period, but underperformed for all other relevant time periods; and (5) the Fund’s 3-star Morningstar rating.

With respect to the Eagle Smaller Company Fund, the Board noted the following specific factors regarding performance: (1) the Fund underperformed its primary and secondary benchmark indices for all relevant time periods; (2) the Fund underperformed the average performance of its Morningstar Category for all relevant time periods; (3) the Fund outperformed the average performance of its peer group funds for all relevant time periods; (4) the Fund underperformed comparable institutional accounts managed by EBIM for all relevant time periods; and (5) the Fund’s 2-star Morningstar rating.

Fees and Expenses. The Board considered the advisory fee rate payable by each Fund to Eagle under the Agreements, the subadvisory fee rate payable to EBIM, each Fund’s total expense ratio and its Rule 12b-1 fees. The Board also considered comparisons of a Fund’s expense ratio (with and without Rule 12b-1 fees) to the average expense ratio of its Morningstar Category and peer group within that Morningstar Category based on data ended June 30, 2013. In addition, the Board noted that Eagle had undertaken contractual and/or voluntary expense limitations with respect to the Funds for its 2013 fiscal year, which will continue for the 2014 fiscal year.

With respect to the Eagle Capital Appreciation Fund, the Board noted that the Fund’s expense ratio was higher than the average expense ratio of its Morningstar Category and lower than the overall expense ratio of its peer group.

With respect to Eagle Growth & Income Fund, the Board noted that the Fund’s expense ratio was lower than the average expense ratio of its Morningstar Category and peer group. The Board also noted that Eagle’s fee rate is higher than that charged to comparable institutional accounts.

With respect to the Eagle Investment Grade Bond Fund, the Board noted that the Fund’s expense ratio (including the contractual fee cap) was lower than the average expense ratio of its Morningstar Category and peer group. The Board also noted that Eagle’s fee rate is higher than that charged to comparable institutional accounts.

With respect to the Eagle Mid Cap Growth Fund, the Board noted that the Fund’s expense ratio was lower than the average expense ratio of its Morningstar Category and peer group. The Board also noted that Eagle’s fee rate is higher than that charged to an investment company subadvisory client and lower than the fee rate charged for a standard institutional equity account.

With respect to the Eagle Mid Cap Stock Fund, the Board noted that the Fund’s expense ratio was lower than the average expense ratio of its Morningstar Category and peer group.

With respect to the Eagle Small Cap Growth Fund, the Board noted that the Fund’s expense ratio was lower than the average expense ratio of its Morningstar Category and peer group. The Board also noted that Eagle’s fee rate is higher than that charged to an investment company subadvisory client but is lower than the fee charged to institutional clients of a similar size.

With respect to the Eagle Smaller Company Fund, the Board noted that the Fund’s expense ratio (including the contractual cap) was lower than the average expense ratio of its Morningstar Category and peer group. With respect to EBIM’s subadvisory fee rate, EBIM represented that it does not manage any other mutual fund and that certain of its clients with performance incentive fees may pay a lower base fee than the Fund.

Costs, Profitability and Economies of Scale. The Board evaluated Eagle’s and, to the extent available, EBIM’s costs


56

Renewal of Investment Advisory and Subadvisory Agreements


(UNAUDITED)			10.31.2013

and profitability in providing services to a Fund. The Board noted that EBIM’s costs and profitability generally are less significant to the Board’s evaluation of the fee rates and expenses paid by a Fund than Eagle’s advisory fee rate and profitability and the Fund’s overall expense ratios. The Board noted that Eagle’s profits on the services it provided to the Funds are reasonable in light of Eagle’s costs in providing services to each Fund and that Eagle manages each Fund’s assets and provides a comprehensive compliance program for each Fund.

The Board considered that the Funds’ management fee rate structures provide for breakpoints, which is a reduction of the applicable fee rate as assets increase. The Board also considered that each Fund may benefit from economies of scale, and shareholders may realize such economies of scale, through (1) reduced advisory fees achieved when a Fund’s asset size reaches breakpoints in the fee schedules instituted by Eagle; (2) increased services to a Fund; or (3) allocation of fixed fund expenses over a large asset size.

Benefits. In evaluating compensation, the Board considered other benefits that may be realized by Eagle, EBIM and their respective affiliates from their relationship with the Funds. In this connection, the Board noted, among other things, that Eagle is responsible for serving as administrator for the Funds and oversight of the Funds’ service providers and subadvisers, and receives compensation for acting in these capacities. The Board noted that Eagle and its affiliates have entered into revenue sharing and services agreements with third parties for promotion and/or shareholder services.

The Board also recognized that Eagle Fund Distributors, Inc. (“Distributor”), a subsidiary of Eagle, serves as the principal

underwriter and distributor for the Funds, and as such, receives Rule 12b-1 payments from the Funds to compensate it for providing services and distribution activities. These activities could lead to growth in the Funds’ assets and the corresponding benefits of that growth, including economies of scale and greater diversification. In addition, other affiliates of Eagle have entered into agreements with the Distributor to sell Fund shares and receive compensation from the Distributor.

EBIM also may engage in soft dollar transactions in connection with transactions on behalf of the Eagle Smaller Company Fund. In this regard, the Board considered EBIM’s process for selecting broker-dealers and for engaging in soft dollar transactions, but noted that EBIM does not currently engage in proprietary or third-party soft dollar transactions on behalf of the Eagle Smaller Company Fund.

Conclusions. Based on these considerations, the Board concluded with respect to the Funds that: (1) each Fund was reasonably likely to benefit from the nature, quality and extent of Eagle’s and EBIM’s services, as applicable to the Funds; (2) each Fund’s performance was satisfactory in light of all the factors considered by the Board; (3) the fees payable under the Agreements and profits earned by Eagle or EBIM were reasonable in the context of all the factors considered by the Board; and (4) the current advisory fee rate structure provides each Fund’s shareholders with reasonable benefits associated with economies of scale. Based on these conclusions and other factors, the Board determined in its business judgment to renew the Agreements and to approve the Agreements between each Fund and Eagle, and Eagle and EBIM.


			57

Principal Risks



(UNAUDITED)

Additional Information 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

Fund

Growth

& Income

Fund

International
Stock
Fund

Investment

Grade Bond

Fund

Mid Cap

Growth

Fund

Mid Cap

Stock

Fund

Small Cap

Growth

Fund

Small Cap
Stock
Fund

Smaller
Company

Fund

Call

Credit

Focused holdings

Foreign securities

Government sponsored enterprises

Growth stocks

High-yield securities

Inflation

Interest rates

Issuer and market

Liquidity

Market timing

Mid-cap companies

Mortgage- and asset-backed securities

Municipal securities

Other investments companies and ETFs

Portfolio turnover

Sectors

Small -cap companies

Stock market

Value stocks

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


58

Principal Risks



		(UNAUDITED)

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 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.


			59

Principal Risks



(UNAUDITED)

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 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 adverse 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


60

Principal Risks



		(UNAUDITED)

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 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 invests exclusively 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.


			61

2013 Federal Income Tax Notice


(UNAUDITED)

For the fiscal year ended October 31, 2013 certain dividends paid by the funds may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003, and as extended by the Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010. For each applicable fund, the table designates amounts characterized as long-term capital gains which are also subject to the 15% tax rate. The information and distributions reported herein may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2012. All dividends paid by the Funds from net investment income are deemed to be ordinary income for federal income tax purposes. Complete information

will be computed and reported in conjunction with your 2013 Form 1099-DIV.


	Qualified dividend income		Dividends Received Deduction			Long-term capital gains
Capital Appreciation Fund		$1,078,104		100.00	%		$—
Growth & Income Fund		10,026,061		98.78			4,281,719
International Stock Fund		—		—			—
Investment Grade Bond Fund		—		—			1,891,336
Mid Cap Growth Fund		—		—			15,908,617
Mid Cap Stock Fund		—		—			75,993,788
Small Cap Growth Fund		704,202		100.00			199,119
Small Cap Stock Fund		—		—			—
Smaller Company Fund		646,602		100.00			5,622,207


62

Trustees and Officers


Name, birth year, position, term of office (a) and length of time served	Principal occupation(s) during past five years	Number of funds overseen in fund complex	Directorships of other public companies
*Interested Trustee (b)*

J. Cooper Abbott (1969) Trustee since 2012	Executive Vice President, Investments and Co-Chief Operating Officer of Eagle since 2009; Director of ClariVest Asset Management LLC since December 2012; Senior Vice President, Institutional Sales of Eagle 2007-2009; Director, Asset Management Services since 2005	10	N/A
*Independent Trustees*

Keith B. Jarrett, PhD (1948) Trustee since 2005	Founder, Rockport Funding, LLC (private equity), and Ajax Partners (investment partnership) since 2003	10	Safeguard Scientific, Inc.

Lincoln Kinnicutt (1944) Trustee since 2006	Retired since 2002; Managing Director, Goldman Sachs 1997-2002	10	N/A

William J. Meurer (1943) Trustee since 2003	Private investor and financial consultant since 2000	10	Sykes Enterprises, Inc. (c); Walter Investment Mgmt. Corp.; LifeLink Foundation

James L. Pappas (1943) Trustee since 1989; Lead Independent Trustee 2003 – 2012; Chariman of the Board of Trustees since 2012	Private investor; Lykes Professor of Banking and Finance at University of South Florida 1986-2006; President, Graduate School of Banking, University of Wisconsin 1995-2005	10	Walter Investment Mgmt. Corp.

Deborah L. Talbot, PhD (1950) Trustee since 2002	Independent Consultant; Director, ethiKids, Inc. (child development) since 2009-2010; Founder and Board Member, Creative Tampa Bay (community networking) since 2003; Deans’ Advisory Board, College of Arts and Sciences, University of Memphis since 2002	10	N/A
*Officers (d)*

Richard J. Rossi (1956) President since March 2010	President and Co-Chief Operating Officer of Eagle since 2009 and 2007, respectively; Director of ClariVest Asset Management LLC since December 2012; Executive Vice President Eagle 2000-2009; President and Director of EFD 2005-2011; Chief Executive Officer and Director of EFD since 2011

Susan L. Walzer (1967) Principal Executive Officer since May 2011	Vice President of Fund Administration since May 2011; Chief Compliance Officer of Eagle Family of Funds and Eagle Fund Services (‘EFS”) (e) 2007-2011; Director of Compliance for Eagle 2005-2007

Carolyn K. Gill (1978) Principal Financial Officer and Treasurer since May 2011	Manager of Fund Accounting and Fund Reporting for Eagle since 2005 and 2010, respectively

Daniel R. Dzibinski (1974) Chief Compliance Officer and Secretary since May 2011	Manager of Fund Compliance for Eagle since May 2011; Director of Compliance for Eagle 2007-2011

The principal address for each Trustee and Officer is P.O. Box 33022, St. Petersburg, Florida, 33733-8022.

Additional information about the Funds’ Board Members can be found in the Statement of Additional Information, which is available, without charge, upon request, by calling the Eagle Family of Funds toll free at 1-800-421-4184 or by accessing our website at eagleasset.com.

(a) Trustees serve for life or until they are removed, resign or retire. The Board has adopted a Board Governance Policy that requires Independent Trustees to retire no later than at the end of the meeting which occurs immediately after his or her 75th birthday. (b) Mr. Abbott is an “interested” person of the Trust as that term is defined by the 1940 Act. Mr. Abbott is affiliated with ClariVest, EFD, Eagle and RJF. (c) Sykes Enterprises, Inc. is a technical support company. (d) Officers each serve one year terms. (e) Prior to September 13, 2010, EFS served as the Funds’ transfer agent.


			63

Rev. 10-31-2013


FACTS		WHAT DOES EAGLE FAMILY OF FUNDS DO WITH YOUR PERSONAL INFORMATION?



Why?		Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.


How?		All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Eagle Family of Funds chooses to share; and whether you can limit this sharing.


Reasons we can share your personal information	Does Eagle Family of Funds share?	Can you limit this sharing?

For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No

For our marketing purposes – to offer our products and services to you	No	No

For joint marketing with other financial companies	No	No

For our affiliates’ everyday business purposes – information about your transactions and experiences	Yes	No

For our affiliates’ everyday business purposes – information about your creditworthiness	No	No

For our affiliates to market to you	No	No

For non-affiliates to market to you	No	No

To limit

our

sharing

n Call 800-421-4184 – our menu will prompt you through your choice(s) or

n Visit us online: eagleasset.com

Please note:

If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice.

However, you can contact us at any time to limit our sharing.



Questions?		Call 800-421-4184 or go to eagleasset.com


Page 2


Who we are
Who is providing this notice?		Eagle Asset Management, Inc., Eagle Fund Services, Inc. and Eagle Family of Funds (collectively, “Eagle Family of Funds”)


What we do
How does Eagle Family of Funds protect my personal information?		To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How does Eagle Fund Services collect my personal information?		We collect your personal information, for example, when you open an account or deposit money
		We also collect your personal information from others, such as affiliates, or other companies.
Why can’t I limit all sharing?		Federal law gives you the right to limit only n sharing for affiliates’ everyday business purposes – information about your creditworthiness n affiliates from using your information to market to you n sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing.
What happens when I limit sharing for an account I hold jointly with someone else?		Your choices will apply to everyone on your account – unless you tell us otherwise.


Definitions
Affiliates		Companies related by common ownership or control. They can be financial and non-financial companies. n Raymond James & Associates, Inc., Raymond James Financial Services, Inc., Eagle Asset Management, Inc., Eagle Fund Distributors, Inc., Eagle Fund Services, Inc., Eagle Boston Investment Management, Inc. and ClariVest Asset Management LLC.
Non-affiliates		Companies not related by common ownership or control. They can be financial and non-financial companies. n Broker-dealers for business related matters.
Joint Marketing		A formal agreement between non-affiliated financial companies that together market financial products or services to you. n N/A

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environmentally-conscious way to receive information about your fund.

To enroll, please visit

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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, 2013, 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 I 800.421.4184

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

Item 2. Code of Ethics

As of the end of the period October 31, 2013, Eagle Growth & Income Fund (the “Trust”) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to the Principal Executive Officer and Principal Financial Officer. The Trust has not made any amendments to its code of ethics during the covered period. The Trust has not granted any waivers from any provisions of the code of ethics during the covered period. A copy of this code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Trust’s Board of Trustees (“Board”) has determined that William J. Meurer is an audit committee financial expert, as defined in Item 3 of Form N-CSR, serving on its audit committee. Mr. Meurer is independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services¹

(a) Audit Fees

The aggregate fees billed by the Trust’s independent public accountants, PricewaterhouseCoopers LLP (“PwC”) for professional services rendered in connection with the audit of the Trust’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $36,000 for the fiscal period ended October 31, 2012, and $35,000 for the fiscal period ended October 31, 2013.

(b) Audit-Related Fees

There were no aggregate fees PwC billed to the Trust for assurance and other services which are reasonably related to the performance of the Trust’s audit and are not reported under Item 4(a) for the fiscal periods ended October 31, 2012, and October 31, 2013. The aggregate fees PwC billed to the Trust’s investment adviser and any entity controlling, controlled by, or under common control with the Trust’s investment adviser for assurance and other services directly related to the operations and financial reporting of the Trust were $0.00 for the fiscal period ended October 31, 2012, and $0.00 for the fiscal period ended October 31, 2013.

The aggregate tax fees PwC billed to the Trust for tax compliance, tax advice, and tax planning services were $7,000 for the fiscal period ended October 31, 2012, and $6,000 for the fiscal period ended October 31, 2013. There were no aggregate tax fees PwC billed to the Trust’s investment adviser and any entity controlling, controlled by, or under common control with the Trust’s investment adviser for services directly related to the operations and financial reporting of the Trust for the fiscal periods ended October 31, 2012, and October 31, 2013.

¹ All accountant fees and services amounts are rounded to the nearest whole thousand.

(d) All Other Fees

For each of the fiscal periods ended October 31, 2012, and October 31, 2013 the Trust paid PwC no other fees. There were no aggregate fees PwC billed to the Trust’s investment adviser and any entity controlling, controlled by, or under common control with the Trust’s investment adviser for any other services directly related to the operations and financial reporting of the Trust for the fiscal periods ended October 31, 2012, and October 31, 2013.

(e) The Trust’s Audit Committee Charter provides that the Audit Committee (comprised of the Independent Trustees of the Trust) is responsible for pre-approval of all auditing services performed for the Trust. The Audit Committee reports to the Board regarding its approval of the engagement of the auditor and the proposed fees for the engagement, and the majority of the Board (including the members of the Board who are Independent Trustees) must approve the auditor at an in-person meeting. The Audit Committee also is responsible for pre-approval (subject to the de minimus exception for non-audit services described in the Securities Exchange Act of 1934, as amended, and applicable rule thereunder and not expecting to exceed $5,000) of all non-auditing services performed for the Trust or for any service affiliate of the Trust. The Trust’s Audit Committee Charter also permits a designated member of the Audit Committee to pre-approve, between meetings, one or more non-audit service projects, subject to ratification by the Audit Committee at the next meeting of the Audit Committee. The Trust’s Audit Committee pre-approved all fees described above which PwC billed to the Trust.

(f) Less than 50% of the hours billed by PwC for auditing services to the Trust for the fiscal period ended October 31, 2013, were for work performed by persons other than full-time, permanent employees of PwC.

(g) There were no aggregate non-audit fees billed by PwC to the Trust and to the Trust’s investment adviser and any entity controlling, controlled by, or under common control with the Trust’s investment adviser for the fiscal periods ended October 31, 2012, and October 31, 2013.

(h) The Trust’s Audit Committee has considered the non-audit services provided to the Trust and the Trust’s investment adviser and any entity controlling, controlled by, or under common control with the Trust’s investment adviser as described above and determined that these services do not compromise PwC’s independence.

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 Trust’s Nominating Committee Charter, which sets forth procedures by which shareholders may recommend nominees to the Board, since the Trust last provided disclosure in response to this item.

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 the Trust have concluded that such disclosure controls and procedures are effective as of December 18, 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 the Trust 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) Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as Exhibit 99.CODEETH.

(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 certification 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 GROWTH & INCOME FUND

Date: December 18, 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 GROWTH & INCOME FUND


Date: December 18, 2013				/s/ Susan L. Walzer
				Susan L. Walzer
				Principal Executive Officer


Date: December 18, 2013				/s/ Carolyn Gill
				Carolyn Gill
				Principal Financial Officer

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