N-CSRS

Type of derivative

Balance sheet location

Assets

Forward foreign currency contracts

Unrealized gain on forward currency contracts

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Forward foreign currency contracts

Unrealized loss on forward currency contracts

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President’s Letter

Dear Fellow Shareholders:

I am pleased to present the semiannual report and investment performance review of the Eagle Family of Funds for the six-month reporting period that ended April 30, 2011.

During the period, signs of a global economic recovery remained in place. Although there have been some dramatic headlines—a devastating earthquake and tsunami in Japan, a wave of anti-government protests in the Middle East, concerns about rising commodity prices—the broad equity markets continued to climb through the end of April. Further, there are some signs that market trends that had hindered the performance of some of our Funds may be abating as we move further into 2011.

I hope you will take the time to read the commentaries that follow, in which each fund’s portfolio managers discuss the specific performance in their funds. As of the date of this report, a common theme amongst the managers is that the economy appears to be moving along, even if at a slow pace. There undoubtedly will be challenges—as there always are—but I believe it is safe to say that our portfolio managers would suggest those challenges represent opportunities. In the end, the common characteristic among our managers is the idea that the way to seek superior risk-adjusted returns for investors is through a disciplined approach to security selection that focuses on long-term fundamentals instead of short-term market behavior.

In addition to reading the managers’ commentaries in this report, the Eagle website is a tremendous resource for fund-related information and timely information from our portfolio managers.

It is an exciting time here at Eagle:

•

Eagle Asset Management, Inc. assumed day-to-day responsibility of the Growth & Income Fund on June 1 from Thornburg Investment Management.

We believe this change will continue to serve shareholders’ interests. I would invite you to read more about the new team’s investing discipline at eagleasset.com.

•

Eagle is celebrating its 35^th year. We know there are some firms that have been around longer but we also recognize that many more have been around for much shorter periods. And some have come and gone in the meantime.

Eagle is as committed to seeking superior performance for our clients today as the day we were founded 35 years ago.

•

In addition, Eagle intends to offer an R-6 class of shares this upcoming year.

In an effort to save costs and reduce environmental impact, Eagle is able to offer many reports electronically. If you would like to begin receiving paperless reports from the Eagle Family of Funds, please visit eagleasset.com and sign up for electronic delivery. Doing so will reduce the amount of paper we consume, which saves the Funds (and their shareholders) money and will help the environment. Enrolling in this service will not affect the delivery of your account statements or other confidential communications.

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, charges and expenses of any fund before you invest. Contact us at 800.421.4184 or eagleasset.com or your financial advisor for a prospectus, which contains this and other important information about the Eagle Family of Funds.

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

Sincerely,

LOGO

Richard J. Rossi

President

June 15, 2011


			1


Performance Summary and Commentary
Eagle Capital Appreciation Fund

Meet the managers | Steven M. Barry, David G. Shell, CFA^®, and Timothy M. Leahy, CFA^®, are Portfolio Managers of Goldman Sachs Asset Management, LP’s (“GSAM”) “Growth Team.” Messrs. Barry and Shell are Chief Investment Officers and have been responsible for the day-to-day management of the Eagle Capital Appreciation Fund (the “Fund”) since 2002. Mr. Leahy joined GSAM as a Managing Director in 2005, and has been responsible for the day-to-day management of the Fund’s investment portfolio since February 2011.

Investment highlights | The Fund invests primarily in common stocks. The Fund’s portfolio management team believes that wealth is created through the long-term ownership of a growing business. They take a “bottom-up” approach to investing based on in-depth, fundamental research. A bottom-up method of analysis typically emphasizes the outlook at the company and industry level versus reliance on the general economy and/or market trends. The portfolio managers use an intensive research process and each company is analyzed as if they were going to own and operate that company indefinitely. Key characteristics of the companies in which the Fund currently seeks to invest may include: dominant market share, established brand name, pricing power, recurring revenue stream, free cash flow, high returns on invested capital, predictable growth, sustainable growth, long product life cycle, enduring competitive advantage, favorable demographic trends and excellent management.

LOGO

This Morningstar Style Box^™ shows the Fund’s current investment style and size of companies held in the Fund.

^© Copyright 2011 Morningstar, Inc. All Rights Reserved. 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.

Performance summary | The Fund’s Class A shares returned 13.22% (excluding front-end sales charges) during the six-month period ended April 30, 2011, underperforming its benchmark index, the Russell 1000^® Growth Index, which

returned 16.96%. The Russell 1000^® Growth Index measures performance of those Russell 1000^® companies with higher price-to-book ratios and higher forecasted growth values and is representative of U.S. securities exhibiting growth characteristics. 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.

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.

Performance discussion | U.S. equities continued their positive momentum from late 2010 into 2011 and posted the best first quarter in more than a decade. While all sectors made gains, energy stocks dominated returns as the benchmark Brent Crude oil price reached almost $120 per barrel on supply disruption fears stemming from escalating unrest across North Africa and the Middle East. Strong returns from U.S. equities over the period reflected optimism on improving trends in labor, housing, manufacturing, and consumer confidence.

The Fund delivered positive absolute returns during the period. Positive stock selection in the financial sector and an underweight to utilities contributed to relative performance. The Fund lagged its benchmark, the Russell 1000 Growth Index (gross), during the period. Weakness in select telecommunication services and health care holdings detracted from relative returns.

Under performers | Teva Pharmaceutical Industries Ltd. ADR detracted from relative performance during the period. Shares fell after the company announced disappointing results in a drug trial for its new multiple sclerosis treatment. We continue to have conviction in the company and believe Teva is well positioned to benefit from the wave of patent expirations of branded drugs in the next few years and the political tailwinds promoting generic drugs. Moreover, Teva is cementing its dominance in the generics industry due to its ability to launch generics earlier than its competitors and its expanding global footprint.

Wireless tower companies American Tower Corp. (Class A) and Crown Castle International Corp. detracted from performance after AT&T announced it would acquire T-Mobile. The


2

Performance Summary and Commentary

Eagle Capital Appreciation Fund (cont’d)

management for the AT&T/T-Mobile combined company announced the acquisition would lead to a number of cost savings synergies, including the reduction in the overall number of cell sites. In our view, this initiative may negatively impact the tower companies as leasing revenue is derived from the number of cell sites. However, we believe the overall impact to the company should be small and spread over several years; therefore, the potential drag on revenues may be relatively modest. While the acquisition may be an incremental near-term hurdle, we continue to have conviction in the tower companies over the long-term as demand for mobile content continues to grow and we believe wireless carriers will be required to add capacity in order to support increased usage, network upgrades and improved coverage.

CME Group Inc., the world’s largest futures and options exchange, detracted from relative returns due to uncertainty over volumes following the end of QE2 (the Federal Reserve’s asset purchasing initiative commonly referred to as “quantitative easing”). Despite this short-term pressure, we believe CME will benefit from the migration of over-the-counter (OTC) derivatives markets to exchanges. Furthermore, we believe CME Group’s interest rate OTC clearing platform will be a long-term growth driver for the company as it meets its customers’ demand for more transparency and less counterparty risk.

Within consumer staples, Avon Products Inc. detracted from performance during the period. Shares declined after Avon reported weaker-than-expected earnings which were driven by disappointing sales and softer margins due to higher input costs. In addition, management lowered its sales guidance for the 2011 calendar year. Despite these near-term setbacks, we continue to believe Avon is poised to deliver higher operating margins over the next few years as its broad geographic footprint, particularly in Latin America, provides exposure to numerous growing markets.

The Fund continues to hold each of the securities noted above as “under performers”.

Top performers | In the first quarter, CB Richard Ellis Group Inc., the world’s leading commercial real estate services firm, contributed to relative performance, as shares traded up in anticipation of the company’s fourth quarter earnings announcement. CB Richard Ellis has benefited from strong sales and leasing revenues as well as cost reductions during the recent downturn, which resulted in significant operating leverage. We continue to have conviction in the company given the strength of its franchise, its service-oriented business model, and its strong management team.

St. Jude Medical Inc., a global medical device company, contributed to relative performance during the quarter. Shares were weak in January after an article in the Journal of the American Medical Association suggested that ICDs (implantable cardioverter-defibrillators) may be overused. While we believe this evidence could be a headwind for sales, we believe the stock price reaction overstated the impact to the company’s end markets and we added to the position. Subsequently, the market began to have a greater appreciation for the company’s product pipeline and revenue potential causing the shares to rebound, thereby contributing to relative performance.

Oil well services companies Schlumberger Ltd. and Halliburton Company contributed to relative performance during the period. Shares rose as international activity has recovered faster than the market expected. We believe growth in global demand for oil will continue to grow as supply growth becomes more challenging, leading to significant opportunities for energy services companies.

Occidental Petroleum Corp., the oil and gas exploration and production company, contributed to performance as it continued to benefit from rising oil prices. In addition, the company announced management changes and new corporate governance measures that we believe are positive for long-term shareholder value.

The Fund continues to hold each of the securities noted above as “top performers.”


			3


Performance Summary and Commentary
Eagle Growth & Income Fund

Meet the managers | William V. Fries, CFA^®, Managing Director, and Cliff Remily, CFA^®, of Thornburg Investment Management, Inc. were Co-Portfolio Managers of the Eagle Growth & Income Fund (the “Fund”). Mr. Fries had served as Co-Portfolio Manager from 2001 to 2011. Mr. Remily was named Co-Portfolio Manager in January 2009. Eagle Asset Management took over the day-to-day responsibility of the Investment Portfolio effective June 1, 2011. The commentary that follows is as of May 15, 2011.

Investment highlights | Prior to June 1, 2011, the Fund invested primarily in domestic equity securities (primarily common stocks) and can invest up to 30% of its net assets in direct foreign securities including up to 10% of its net assets in emerging market securities, including China. The Fund could also invest in fixed income securities. The Fund’s portfolio managers looked for promising investments that can be purchased at a discount to their estimate of each investment’s intrinsic value. The managers sought investments that deliver a competitive total return over multiple time horizons. Holdings are classified in three categories: basic value, consistent earners and emerging franchises as a means of structuring diversification. Dividends and dividend growth are a consideration in stock selection and may include stocks outside the traditional dividend paying areas.

LOGO

This Morningstar Style Box^™ shows the Fund’s investment style and size of companies held in the Fund as of May 15, 2011.

Performance summary | The Fund’s Class A shares returned 11.88% (excluding front-end sales charges) during the six-month period ended April 30, 2011, underperforming its benchmark index, the Standard & Poor’s 500 Composite Stock Index (“S&P 500 Index”) which returned 16.36%. 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. 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.

Performance discussion | Returns in all sectors of the Fund were positive for the six-month period, with particular strength coming from the energy and consumer discretionary sectors. The Fund’s underperformance relative to the benchmark S&P 500 Index was due to both allocation and stock selection effects. Underweights in Industrials, Consumer Staples and Energy sectors as well as overweights in Health Care and Consumer Staples detracted from the relative performance, largely due to stock selection. Conversely, an underweight in Information Technology versus the S&P 500 aided performance. Stock selection was weakest in the Energy and Health Care sectors.

The small remaining exposure to fixed income securities (1.3% of the portfolio) was a net benefit to the fund for the six-month period, but did not help in overcoming the total shortfall against the benchmark. The Fund maintained a 70/30 split between U.S. and Non-U.S. companies, with nearly 2% in emerging markets. Those emerging market holdings produced better results than the rest of the portfolio’s developed market holdings, which is consistent with general market performance for the last six months. International exposure helped the portfolio, with developed countries in Europe, Asia and North America (Canada), by outperforming U.S.-based holdings. Cash levels remained low at less than 3% of total holdings.

The last six months have seen global stock markets in flux, though generally market returns have been positive. While there are some signs of economic recovery in the U.S., there are still headwinds: upward pricing pressure in commodities, particularly in oil and industrial materials, Federal fiscal policy moves, inflationary fears and lackluster job growth are still major concerns going into the second half of 2011 and 2012. However, strong corporate earnings and continued growth in emerging markets are helping to offset poor performance in many developed markets and valuations remain attractive. The


4

Performance Summary and Commentary

Eagle Growth & Income Fund (cont’d)

Energy, Industrials and Materials sectors led the benchmark S&P 500’s performance, while the Utilities and Information Technology sectors lagged the group.

Under performers | Google Inc. (Class A) fell on 1Q earnings results as revenues were solid but operating expenses disappointed. Clearly returns were not as strong as the previous quarter and this set of results did not provide a hoped-for catalyst for Google shares.

Teva Pharmaceuticals Industries Ltd. is a global pharmaceutical company. Along with general pricing pressure due to Middle East tensions that were rampant in the first quarter of 2011, competition to Capaxone, one of Teva’s key drugs (42% of profits in 2010), pushed the Teva stock price lower. Its announcement that it would acquire Cephalon was met with market indifference, as this leader in generic pharmaceuticals has been the victim of negative market sentiment, although we believe the negativity is unwarranted.

Lorillard Inc. was sold in February after news that the FDA and other organizations will potentially pressure the government to either place onerous restrictions on Menthol products or possibly ban menthol cigarettes outright. We believe this risk outweighed the positive factors for owning Lorillard.

AllianceBernstein Holding LP has seen its market share, and subsequently its stock price, deteriorate due to continuing outflow problems. Concerns that it might not be able to turn itself around, despite a low valuation relative to its peers, resulted in the stock being sold in February.

Information technology vendor, Dell Inc, underperformed during the period. Due to a fundamental deterioration in the investment thesis, as well as perceived pricing pressures and disappointing PC sales, Dell was sold.

Top performers | Baidu Inc./China ADR is the leading online search provider in China. With Google leaving the Chinese market and no other real competition, Baidu continues to benefit from surging Chinese economic growth, which translated into strong first quarter earnings.

Canadian Oil Sands Ltd. benefited from rising oil prices, which was reflected in their fourth quarter 2010 and first quarter 2011 earnings. The positive results led the company to increase its 2011 guidance and dividend 50%. Also, as improved technology allows better and cleaner production capacity, consumer sentiment appears to be shifting in this stock’s favor.

Lower-than-expected loan loss provisions contributed to SVB Financial Group’s first quarter 2011 earnings beating estimates soundly, boosting share price. While loan demand remains lackluster, SVB Financial Group has posted three sequential positive quarters, and management states that the pipeline for new loans remains strong.

ConocoPhillips, the third largest integrated energy company in the U.S., profited from rising oil prices, which boosted the company’s first quarter earnings and stock price. The company also announced plans to sell between $5 to 10 billion of non-core assets over the next two years, using the proceeds to buy back stock and invest in growing its business.

Ensco PLC ADR, a global provider of offshore drilling services, benefited from rising oil prices. First quarter earnings were positive and the company continues to invest in its future with its proposed acquisition of Pride International Inc. Ensco also benefited from the U.S. government’s decision to end the moratorium on offshore drilling permits in the Gulf of Mexico.


			5

Performance Summary and Commentary

Eagle International Equity Fund

Meet the managers | Richard C. Pell is Chief Executive Officer at Artio Global Investors Inc. and Chief Investment Officer at its affiliate, Artio Global Management LLC (“Artio Global”). Rudolph-Riad Younes, CFA^®, is Head of International Equities at Artio Global. Messrs. Pell and Younes have managed the Eagle International Equity Fund (the “Fund”) since 2002.

Investment highlights | The Fund invests primarily in foreign equity securities. The Fund’s portfolio managers seek investment opportunities within the developed and emerging markets. In the developed markets, a “bottom-up” approach is adopted. A bottom-up method of analysis emphasizes the outlook at the company and industry level versus reliance on the general economy and/or market trends. In the emerging markets, a “top-down” assessment consisting of currency/ interest rate risks, political environments/leadership assessment, growth rates, structural reforms and risk (liquidity) is applied. A top-down method of analysis emphasizes the significance of economy and market cycles. In Japan, given the highly segmented nature of this market comprised of both strong global competitors and protected domestic industries, a hybrid approach encompassing both bottom-up and top-down analyses is conducted.

LOGO

This Morningstar Style Box^™ shows the Fund’s current investment style and size of companies held in the Fund.

Performance summary | The Fund’s Class A shares returned 10.20% (excluding front-end sales charges) during the six-month period ended April 30, 2011, underperforming its benchmark index, which returned 12.44%. The Fund’s benchmark index, the Morgan Stanley Capital International^® All Country World Index ex-US (“MSCI^® ACWI ex-US”), is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed

and emerging markets. 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.

Performance discussion | For the six months ended April 30, 2011, international equity markets marched higher. Continued accommodative monetary policies in the developed world, trumped by a second round of quantitative easing by the U.S. Federal Reserve, added to the belief that the economic recovery will remain on course. However, periods of optimism were tested by the deteriorated fiscal positions of Greece, Ireland, Portugal and other peripheral members of the Euro zone. In spite of this, the euro managed to advance by approximately 6% versus the U.S. dollar, adding allure to dollar-based investors venturing into Euro zone investments. Elsewhere, fears over mounting inflationary pressures in Asia led to increased volatility in the Indian and Chinese markets as those countries’ Central Banks responded by hiking interest rates, leading to concerns over prospective economic growth. Topping the news headlines was the turmoil which erupted in the Middle East and North Africa, as well as the tragic and devastating effects of the Japanese earthquake and tsunami. Amid all of these major events, equities were surprisingly resilient.

The Fund underperformed the benchmark during the review period due to positioning in emerging markets as well as stock selection in developed markets, primarily within financials. Within emerging markets, the Fund’s overweight to, and stock selection in, India had the largest negative impact as did the overweight to China amid fears of inflation in the region. Stock selection in Russia also detracted from the Fund’s performance. The Fund benefited, however, from stock selection in Taiwan. Within developed markets, positions held in the financial sector in Hong Kong underperformed as hikes in interest rates in the region led to concerns over economic growth prospects. Contributing to results was the Fund’s positioning within Europe, specifically in industrials and healthcare. The Fund’s underweight to Japan also had a positive impact on results as the country underperformed amid


6

Performance Summary and Commentary

Eagle International Equity Fund (cont’d)

the devastating effects of the earthquake, tsunami and nuclear reactor crisis. Another factor which had a negative impact on performance was cash and currency hedging. The decision to hedge a portion of the Fund’s exposure to the euro had a negative effect given the Euro’s strength during the review period.

Under performers | iShares MSCI India Index Fund, Larsen & Toubro Ltd GDR, India’s largest engineering company, and Hang Lung Properties Ltd., a real estate developer based in Hong Kong, underperformed amid concerns over mounting inflation and the effect that rising interest rates may have on economic growth in the Asian region. The Fund sold its position in iShares MSCI India Index Fund, but continues to hold Larsen & Toubro Ltd GDR and Hang Lung Properties Ltd.

Lloyds Banking Group PLC Britain underperformed amid concerns that rising funding costs may squeeze profit margins in 2011. As of the end of the period, the Fund continues to hold this position.

Hypermarcas SA, Brazil’s fourth-largest consumer goods company, also underperformed amid concerns over the dilutive effects of an announced acquisition by the company. Although it underperformed, the Fund continues to hold this position.

Top performers | HTC Corp., the Taiwanese Smartphone manufacturer, benefited from continued strong demand for Android-based phones.

BG Group PLC, the British oil and gas company, outperformed given its fast growing production profile amid a strong backdrop for energy. The company is active not only in the North Sea but also in Brazil and Australia.

Xstrata PLC, a global diversified mining group with operations in 19 countries, operates a world-wide portfolio of metals and mining businesses with the aim of delivering industry-leading returns. The stock has been a beneficiary of the ongoing strong demand for metals.

Fraport AG, the German owner and operator of Frankfurt Airport, is one of the leading companies in the airport business worldwide. The stock outperformed amid improved passenger figures and cargo volumes.

Baidu Inc./China ADR, a Chinese internet search engine company, outperformed on positive growth expectations for the company given its exposure to the growing Chinese consumer segment.

The Fund continues to hold each of the securities noted above as “top performers.”


			7

Performance Summary and Commentary

Eagle Investment Grade Bond Fund

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

Investment highlights | The Fund invests primarily in investment grade fixed income securities. Investment grade is defined as securities rated [BBB-] or better by Standard & Poor’s Rating Services or an equivalent rating by at least one other nationally recognized statistical rating organization or, for unrated securities, those that are determined to be of equivalent quality by the Fund’s Portfolio Manager. The average portfolio duration of the Fund is expected to vary and may generally range anywhere from two to seven years based upon economic and market conditions. The Fund expects to invest in a variety of fixed income securities including, but not limited to corporate debt securities of U.S. and non-U.S. issuers, including corporate commercial paper; bank certificates of deposit; debt securities issued by states or local governments and their agencies; obligations of non-U.S. Governments and their subdivisions, agencies and government sponsored enterprises; obligations of international agencies or supranational entities (such as the European Union); obligations issued or guaranteed by the U.S. Government and its agencies; mortgage-backed securities and asset-backed securities; commercial real estate securities; and floating rate instruments.

LOGO

This Morningstar Style Box^™ shows the duration and credit quality of bonds held in the Fund.

Performance summary | The Fund’s Class A shares returned -1.03% (excluding front-end sales charges) during the six-month period ended April 30, 2011, underperforming its

benchmark index, which returned -0.47%. The Fund’s benchmark index, the Barclays 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 million or more of outstanding face value. 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.

Performance discussion | Diverse global macroevents impacted the fixed income market over the last six months. The initiation of the Federal Reserve’s second round of quantitative easing provided additional liquidity to the market for risk assets and most definitely had the effect of driving prices higher. In addition, the extension of jobless benefits and payroll tax holiday provided a measure of stimulus to American consumers in the first half of 2011. Somewhat offsetting these factors were a slew of geo-political events that wreaked havoc on markets for brief periods. The most notable negative events were the earthquake, ensuing tsunami and partial nuclear meltdown in Japan. The earthquake and tsunami put pressure on tech companies with large manufacturing centers within Japan, and the meltdown called the future of nuclear power generation into question, affecting utility companies around the globe. Tensions in the Middle East erupted in Egypt, Libya, and elsewhere, helping to send oil prices to multi-year highs. The extended period of zero percent interest rates in the U.S. was blamed, in part, for escalating commodity prices and inflation at the producer level.

The Fund underperformed the Barclays Intermediate Government/Credit Index during the six-month period ended April 30, 2011. The largest contributor to Fund performance was a significant underweight in Treasuries. Riskier assets outperformed Treasuries by a large margin during the period. The positioning of the Fund in the corporate sector was the largest detractor from relative performance mainly due to being underweight in Financial Institutions and higher risk issuers. Other sector allocation returns were negligible with respect to relative performance.


8

Performance Summary and Commentary

Eagle Investment Grade Bond Fund (cont’d)

Under performers | Exelon Generation Comp. LLC 5.20% 10/01/19 bonds declined on the news of a possible nuclear meltdown in Japan. Nuclear power is a key component of Excelon operations. The Fund continues to own this security.

eBay Inc. 1.63% 10/15/15 underperformed higher beta securities during the quarter as investors sought high-yielding investments. The Fund sold this security.

Both General Mills Inc. 5.65% 02/15/19 and PepsiCo Inc. 7.90% 11/01/18, and consumer products companies in general, were hurt by rising inflation and tightening margins due to the recent run-up in commodity prices. The Fund sold both of these securities.

Verizon Communications Inc. 6.35% 04/01/19 spreads widened due to the announcement of ATT’s agreement to purchase T-Mobile (a merger of Verizon’s two largest rivals). The Fund continues to own this security.

Top performers | Both CR Bard Inc. 4.40% 01/15/21 and Merck & Co., Inc. 2.25% 01/15/16 are issues that have benefited from outperformance in the healthcare and pharmaceutical industries.

Willis Group Holdings PLC 4.13% 03/15/16 (BBB-,Baa3) was an example of a lower-rated issue performing well. Generally speaking, risk rallied throughout the period; high-yield outperformed investment grade, Commercial Mortgage-Backed Securities outperformed Residential Mortgage-Backed Securities, and financials outperformed industrials and utilities.

PNC Funding Corp. 4.38% 08/11/20 and CME Group Index Services LLC 144A 4.40% 03/15/18 are good examples of high-grade financials that outperformed high-grade industrials and utilities during the period.

The Fund continues to hold each of the securities noted above as “top performers.”


			9


Performance Summary and Commentary
Eagle Large Cap Core Fund

Meet the managers | Richard Skeppstrom, John “Jay” Jordan, CFA^®, Craig Dauer, CFA^®, and Robert Marshall at Eagle Asset Management, Inc. (“Eagle”) have been Co-Portfolio Managers of the Eagle Large Cap Core Fund (the “Fund”) since inception. Mr. Skeppstrom is a Managing Director at Eagle.

Investment highlights | The Fund invests primarily in common stocks. When identifying investments for the Fund, the portfolio managers use a “bottom-up” research process that is combined with a proprietary relative-valuation discipline. A bottom-up method of analysis emphasizes the outlook at the company and industry level versus reliance on the general economy and/or market trends. In general, the portfolio managers seek to select securities that, at the time of purchase, have above-average expected returns and at least one of the following characteristics: projected earnings growth rate at or above the benchmark index, above-average earnings quality and stability, or a price-to-earnings ratio comparable to the benchmark index.

LOGO

This Morningstar Style Box^™ shows the Fund’s current investment style and size of companies held in the Fund.

Performance summary | The Fund’s Class A shares returned 16.95% (excluding front-end sales charges) during the six-month period ended April 30, 2011, outperforming its benchmark index, the Standard & Poor’s 500 Composite Stock Index (“S&P 500 Index”), which returned 16.36%. 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. 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.

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.

Performance discussion | In recording the strongest first quarter in years for major indices—thirteen years for the S&P 500 and twelve years for the Dow Jones Industrials—investor sentiment was tested in volatile trading during mid-February through mid-March 2011 as turmoil swept through the Middle East, raising crude oil prices and fears of potential supply disruptions. Additionally, Japan experienced a devastating earthquake/tsunami with severe damage to nuclear power plants and the prospect of supply chain disruptions. But strong corporate earnings, the prospect of further Fed accommodation, and sufficient economic data to support continued growth carried the equity market higher through April 2011 along with crude oil, gold, and other commodity prices, while the dollar fell to its lowest level since mid-2008. S&P 500 performance during the reporting period was led by energy, industrials, and materials sectors. Below-average-performing sectors included utilities, information technology, consumer staples, telecommunication services, financials, and health care. The consumer discretionary sector matched the index performance.

The Fund outperformed its S&P 500 benchmark during the period, led by outperformance in overweighted healthcare, low allocation to the weak-performing utilities sector, stock selection in underweighted telecommunication services, and low allocation to the underperforming consumer staples sector. The Fund underperformed its benchmark in the following sectors: market-weighted energy; and market-weighted consumer discretionary.

Top performers | St. Jude Medical Inc. reported it has seen market share gains at a premium price in Europe for its new quadripolar CRT-D (ICD + cardiac resynchronization, for heart failure patients) leads. These new leads allow surgeons to get accurate electrical placement and secure physical placement in the heart, rather than having to tradeoff between the two. Having this temporary technology advantage may allow St. Jude to gain access to hospitals where it has previously been excluded.

Exxon Mobil Corp. remained a strong holding while the energy sector benefited from the increasing intensity of internal conflicts in the Middle East which, in turn, has sharply boosted oil prices on supply concerns. While we believe oil prices


10

Performance Summary and Commentary

Eagle Large Cap Core Fund (cont’d)

remain below most theoretical estimates of demand destruction levels, rising energy prices bear attention as to their potential impact on global economic growth.

Tyco International Ltd., a leading provider of electronic security products and services, was a top performer as Schneider National Inc. held exploratory discussions with bankers regarding a potential acquisition of Tyco. While we believe the magnitude and complexity of the transaction makes a deal unlikely, we think Schneider’s interest highlights the strong free cash flow yield at Tyco as well as the improving business trends and operating leverage at Tyco’s subsidiary, ADT Security Services Inc.

UnitedHealth Group Inc., a provider of health services and benefits, investors are becoming increasingly comfortable that managed care companies can successfully navigate U.S. healthcare reform, reflected in rising earnings estimate revisions.

Management at EMC Corporation, a provider of storage hardware solutions, presented a very upbeat strategy during the company’s analyst day in February regarding the tenor of current business and the 3-5 year outlook for its cloud computing endeavors.

The Fund continues to hold each of the securities noted above as “top performers.”

Under performers | Cisco Systems Inc. issued disappointing guidance for fiscal third quarter earnings as weakness in government and consumer divisions carried over from last quarter’s disappointment. The company’s explanation for near-term margin pressure highlights the meaningful product transition across Cisco’s router and switch product lines with an expectation that margins will rebound as the transition matures. The rationale for owning Cisco is based in what we believe is broad, leading exposure to the strongest trends in technology spending (data growth, “the cloud”, data center development, and wireless).

Google Inc. (Class A) reported very strong revenue growth of 27% in the first quarter but expenses grew even faster, reducing earnings growth to the high teens. The market would rather not see explosive expense growth because of fears that many initiatives could be wasteful. However, considering Google’s high profitability and growth orientation, we believe strong spending growth is likely a sign of confidence, and the stock is still held.

EOG Resources Inc. was sold in December. While EOG remains in the top tier of exploration and production companies as it relates to future production growth, our thesis for owning it was based in a belief that modestly higher natural gas prices would support a level of cash flows capable of funding the meaningful capital program required to drive strong, oil-based production. Nevertheless, due to the persistently high levels of natural gas production and the resultant pressure on natural gas prices, EOG was forced to lower production growth rates while increasing debt and selling assets, and its qualitative characteristics were in decline while the valuation remained average versus its peer group.

The Goldman Sachs Group Inc. beat consensus first quarter earnings estimates, but revenue dropped 7% as the company is operating using low leverage, high capital and near-record liquidity due to its unwillingness to take big risks while waiting for yet-unwritten rules affecting areas such as derivatives and proprietary trading. We expect that cash should be put to work when the firm sees better market opportunities. The Fund continues to hold this stock.

Hewlett-Packard was sold in April. With higher energy costs and continued economic uncertainty weighing on the consumer, PC sales for the market have been weak. In addition, the Japanese earthquake created supply chain problems, causing concern regarding pricey acquisitions by new management to meet top-line growth expectations.


			11


Performance Summary and Commentary
Eagle Mid Cap Growth Fund

Meet the managers | Bert L. Boksen, CFA^®, a Managing Director and Senior Vice President at Eagle Asset Management, Inc. (“Eagle”), is the Portfolio Manager of the Eagle Mid Cap Growth Fund (the “Fund”), and has managed the Fund since its inception. Eric Mintz, CFA^®, has been Co-Portfolio Manager since 2011, and Christopher Sassouni, DMD, has served as Assistant Portfolio Manager of the Fund since 2006. Mr. Mintz served as Assistant Portfolio Manager from 2008 through 2011.

Investment highlights | The Fund invests primarily in stocks of mid-capitalization companies. The Fund’s portfolio managers seek to capture the significant long-term capital appreciation potential of mid-cap, rapidly growing companies. The portfolio managers use a “bottom-up” investment approach through a proprietary research strategy that emphasizes the selection of mid-cap growth stocks that are reasonably priced. A bottom-up method of analysis emphasizes the outlook at the company and industry level versus reliance on the general economy and/or market trends. The Fund’s portfolio managers believe that conducting extensive research on mid-cap companies may enable the Fund to capitalize on market inefficiencies and thus outperform the market.

LOGO

This Morningstar Style Box^™ shows the Fund’s current investment style and size of companies held in the Fund.

Performance summary | The Fund’s Class A shares returned 21.91% (excluding front-end sales charges) during the six-month period ended April 30, 2011, underperforming its benchmark index, which returned 22.62%. The Fund’s benchmark index, the Russell Midcap^® Growth Index, measures the performance of those Russell Midcap^® companies with higher price-to-book ratios and higher forecasted growth values. 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.

Performance discussion | On an absolute basis, the consumer discretionary, information technology and industrials sectors led the Fund’s returns during the reporting period, while all sectors except telecommunication services posted gains. In consumer discretionary, the Fund’s holdings in the hotels, restaurants and leisure and textiles apparel and luxury goods industries performed well. In information technology, stocks in the software and semiconductors and semiconductor equipment industries posted strong gains. In industrials, the Fund’s investments in the machinery industry had strong performance. In addition, the Fund’s holdings in the metals and mining industry, which is part of the materials sector, contributed to overall absolute performance. On an absolute basis, the telecommunications services, consumer staples and financials sectors lagged. In telecommunications, the Fund’s wireless telecommunication services holdings posted negative returns. In consumer staples, the Fund’s single holding in the food products industry traded down. In financials, holdings in the diversified financial services and real estate management and development industries lagged.

The Fund slightly underperformed its benchmark index for the reporting period. Relative to the benchmark, the Fund underperformed most significantly in telecommunication services and information technology. The Fund’s holdings in the telecommunication services sector, one of the smallest sectors in the portfolio, posted slightly negative returns. Despite solid absolute returns, the Fund lagged in information technology due to its holdings in the internet software and services and electronic equipment and instruments industries. Relative to the benchmark, stocks in the consumer discretionary sector outperformed due to an overweight position in the hotels, restaurants and leisure industry. In materials, the Fund outperformed the benchmark due to strong returns in the chemicals and metals and mining industries. The Fund also benefited from a lack of exposure to the airlines industry, as higher fuel costs hurt the benchmark constituents


12


Performance Summary and Commentary
Eagle Mid Cap Growth Fund (cont’d)

of this group. The airlines industry is a component of the industrials sector.

Under performers | Akamai Technologies Inc. provides technologies that improve the delivery of content over the internet. Shares of the stock pulled back when the company lowered first quarter earnings expectations. The Fund continues to hold its shares of the stock.

Shares of Thoratec Corp, the pioneer in left-ventricular-assist devices, traded down when a competitor released clinical data for its product that suggested a slightly better adverse event profile than Thoratec’s device. The Fund sold its shares.

Dean Foods Co. is the largest processor and distributor of milk in the U.S. We had expected the company would be able to improve profitability, however, this turnaround has yet to materialize. The company’s cost structure is highly sensitive to dairy prices, and milk prices have remained extremely competitive. The Fund sold the stock.

Chip designer NVIDIA Corp produces a processor that goes in tablet PCs. The stock traded down somewhat on speculation that there could be a supply glut of the processors. However, we believe the stock is attractively valued and continue to hold its shares in the Fund.

Dolby Laboratories Inc. (Class A) develops audio and surround-sound technologies. The stock traded down after the company revised its full year guidance to reflect slower growth in the PC market. The Fund sold the stock.

Top performers | ARM Holdings PLC ADR, a beneficiary of smartphone and tablet adoption, announced that a future version of the Windows operating system will run on ARM-based processors. This will enable the company to expand its addressable market to include Windows-based tablets and potentially servers, notebooks, and desktop PCs.

Chicago Bridge & Iron Co, N.V. is an engineering and construction firm with significant exposure to liquefied natural gas. Increase in the stock price is correlated to the rising price of oil. In addition, we believe the recent nuclear power issues in Japan may cause that country’s government to increase use of natural gas in power generation, which could ultimately benefit the company.

Continental Resources Inc. is an oil and gas producer and the largest acreage owner in the Bakken Shale. This stock also has benefited from rising oil prices.

Polycom Inc. is a supplier of voice and video communications equipment targeted to business users. The stock traded up after the company reported better-than-expected earnings growth.

Shares of metallurgical coal producer Walter Energy, Inc. traded up during the period. Similar to Chicago Bridge & Iron Co, N.V., the increase was correlated to the rising price of oil.

The Fund continues to hold each of the securities noted above as “top performers.”


			13


Performance Summary and Commentary
Eagle Mid Cap Stock Fund

Meet the managers | Todd L. McCallister, Ph.D., CFA^®, is a Managing Director and Senior Vice President at Eagle Asset Management, Inc. (“Eagle”) and Co-Portfolio Manager of the Eagle Mid Cap Stock Fund (the “Fund”). Mr. McCallister has 23 years of investment experience and has managed the Fund since its inception. Stacey Serafini Thomas, CFA^®, served as Assistant Portfolio Manager to the Fund from 2000 to 2005, before being named Co-Portfolio Manager.

Investment highlights | The Fund invests primarily in stocks of mid-capitalization companies. The portfolio managers of the Fund employ a “bottom-up” stock-selection process to identify growing, mid-cap companies that are reasonably priced. A bottom-up method of analysis emphasizes the outlook at the company and industry level versus reliance on the general economy and/or market trends. The portfolio managers seek to gain a comprehensive understanding of a company’s management, business plan, financials, real rate of growth and competitive threats and advantages.

LOGO

This Morningstar Style Box^™ shows the Fund’s current investment style and size of companies held in the Fund.

Performance summary | The Fund’s Class A shares returned 15.92% (excluding front-end sales charges) during the six-month period ended April 30 2011, underperforming its benchmark index, the Standard & Poor’s MidCap 400 Index (“S&P MidCap 400”) which returned 23.25%. The S&P MidCap 400, is an unmanaged index that measures the performance of the mid-sized company segment of the U.S. market. 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.

Performance discussion | Widespread market risk dominated returns until late in 2010 and stocks mostly traded together leaving company specific risk small. In early 2011, many were surprised that the stock market continued to produce strong returns in spite of headline news that was difficult to overlook: select European bond yields are at all-time highs; Japan, the world’s third-largest economy, suffered dual disasters; state and local cutbacks here in the United States; oil prices are at several-year highs; housing prices have fallen to a new post-bubble low; and developed nations have high debt burdens.

The Fund underperformed its benchmark index, the S&P Mid Cap 400, during this time period. On an absolute basis, energy and industrials contributed the most to the Fund while telecommunication services had negative performance. Information technology and consumer discretionary did not perform well on a relative basis. In technology, our electronic equipment holdings were up but not as much as the industry was in the benchmark. In consumer discretionary, our conservative overweight in media outperformed the index, yet it hurt on a relative basis. Furthermore, the underweight in specialty retailers hurt the Fund and our holdings were not up as much as those of the index, yet speciality retail is a cyclical industry that, by its nature, often does not meet our investment criterion. The Fund’s holdings in the utilities and financials sectors performed well. We remained underweight the index in utilities, a sector that lagged the broader index. In financials, the Fund performed well in real estate investment trusts and consumer finance.

Under performers | Dolby Laboratories Inc. (Class A), an innovator of audio, imaging, and voice technologies, traded lower, in spite of beating earnings, as it decreased its 2011 revenue guidance based on weakness in personal computer sales. We will continue to monitor the holding because—while it has a strong business model with cash generation, high margins and no debt—new devices, such as tablets, might begin to cannibalize existing sales.

Marvell Technology Group Ltd. traded lower after fourth quarter earnings were at the low end of guidance. We chose to sell the


14


Performance Summary and Commentary
Eagle Mid Cap Stock Fund (cont’d)

position as the communications component supplier gave estimates that the next quarter was also going to be challenging with higher research and development and new product costs.

Energizer Holdings, Inc. reported a weak first quarter and guided the rest of the year’s earnings lower. The company had less battery growth than expected and invested more than expected in its Schick Hydro launch. We chose to sell the holding as visibility on future earnings decreased and we were left with a lower upside.

We sold our holdings in DreamWorks Animation SKG, Inc. (Class A) because 2011 is proving to be more difficult than we expected for movie revenues and DVD sales. We continue to believe there is considerable franchise value in the holding but other media names are more compelling to us right now.

Lorillard, Inc. traded lower as increased business risks surrounded the potential menthol regulation from the Tobacco Products Scientific Advisory Committee (“Committee”). The Fund sold Lorillard as the Committee was considering recommending a full ban on menthol cigarettes that would severely impair sales. We still view Lorillard as one of the best domestic tobacco companies but the company is very dependent on its line of menthol cigarettes (e.g., Newport).

Top performers | National Oilwell Varco Inc., a worldwide leader in providing major mechanical components for land and offshore drilling rigs, saw an uptick in inbound orders as there has been a large change in the sentiment for contract drillers, causing them to increase their orders for rigs. New orders for capital equipment jumped to $2 billion during this period and it was the first time orders exceeded deliveries since 2008. With

the potential for a new offshore rig construction cycle beginning to unfold, we continue to hold National Oilwell Varco as we believe they stand to benefit the most from this situation.

St. Jude Medical Inc. traded higher as investors began to assign a higher value to its Quadra pacemaker. The Quadra uses four electronic leads to attach to the heart, thereby making it more likely that the pacemaker attachment will be successful. We believe there is still more upside to this holding because St. Jude has the leading technology in a non-discretionary healthcare area. The Fund continues to hold this stock.

Solutia Inc. is a specialty chemicals manufacturer of niche films and fibers. Solutia held an investor day during which the company raised expectations going forward and set lofty long term targets while unveiling a path to get there. The company expects to maintain the highest profit margins in the industry and leading positions in the markets where it competes. We continue to hold this position in the Fund.

Check Point Software Technologies Ltd., a leader in network security software, continues to cross sell its products after it acquired Nokia’s appliances business. It has had success migrating users to newer versions of the platform and these newer versions have additional functionality and higher average selling prices. The Fund continues to hold this stock.

Agilent Technologies Inc., manufacturer of a wide range of analytical instrumentation relating to mass spectrometry, spectroscopy, chromatography, and biotechnology, continued to execute well throughout the holding period. After its investor day, the company took on a premium valuation which provided the Fund an opportunity to exit the position at a good value.


			15


Performance Summary and Commentary
Eagle Small Cap Core Value Fund

Meet the managers | David M. Adams, CFA^®, Lead Portfolio Manager, and John “Jack” McPherson, CFA^®, Co-Portfolio Manager, are Managing Directors at Eagle Boston Investment Management, Inc. (“EBIM”) and have been responsible for the day-to-day management of the Eagle Small Cap Core Value Fund (the “Fund”) since its inception.

Investment highlights | The Fund invests primarily in equity securities of small-capitalization companies. Using a value approach to investing, the Fund’s portfolio managers seek to capture capital growth by selecting securities that the portfolio managers believe are selling at a discount relative to their underlying value and then hold them until their market value reflects their intrinsic value. To assess value, a “bottom-up” method of analysis is utilized. A bottom-up method of analysis emphasizes the outlook at the company and industry level versus reliance on the general economy and/or market trends. Other factors that the portfolio managers may look for when selecting investments include: management with demonstrated ability and commitment to the company, above-average potential for earnings and revenue growth, low debt levels relative to total capitalization and strong industry fundamentals.

LOGO

This Morningstar Style Box^™ shows the Fund’s current investment style and size of companies held in the Fund.

Performance summary | The Fund’s Class A shares returned 24.18% (excluding front-end sales charges) during the six-month period ended April 30, 2011, outperforming both benchmark indices, the Russell 2000^® Index and Russell 2500^® Index, which returned 23.73% and 23.71% respectively. The Russell 2000^® Index is an unmanaged index comprised of the 2,000 smallest companies in the Russell 3000^® Index, and the Russell 2500^® Index is a market cap weighted index that includes the smallest 2,500 companies in

the Russell 3000^® Index. The Russell 3000^® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization. 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.

Performance discussion | The Fund realized a strong absolute return during the period. The energy, health care, material, industrial, consumer discretionary and staples sectors realized the best returns for the Fund during the period. Telecommunications services, utilities, financials and information technology lagged the overall return for the Fund as well as the benchmark.

The Fund outperformed the benchmarks during the reporting period. The primary factor was stock selection, particularly in the industrial, health care and materials sectors of the market. Secondarily, the Fund’s fundamentally-oriented focus on higher quality companies with below average balance sheet leverage combined with our value oriented approach was rewarded more fittingly than in the more recent higher beta-oriented markets. We believe that higher quality stocks tend to outperform higher beta stocks over longer periods of time and we remain committed to focusing on the higher quality segment of the market. Performance also was negatively impacted by being overweight the underperforming telecom service sector and by slight underperformance in the financial and information technology sectors.

Top performers | Rosetta Resources Inc., an oil and gas exploration and production company, appreciated 92% as a result of strong exploration results in its Eagle Ford Shale play in south Texas. We believe that this emerging development opportunity has the potential to add significant shareholder value over a multi-year time horizon.

AMERIGROUP Corp, a provider of Medicaid managed care services to state governments, appreciated 64% on the heels of a strong fourth quarter earnings report which capped off a year of strong earnings reports. With a favorable long-term outlook driven by tight state budgets looking for cost savings


16


Performance Summary and Commentary
Eagle Small Cap Core Value Fund (cont’d)

opportunities, we believe the long-term potential remains solidly intact for AGP.

Bottomline Technologies Inc., a provider of accounts payable automation solutions for corporations, appreciated 54% due to strong fundamental results reported during the period. We continue to believe the company is in the early stages of building a valuable franchise that capitalizes on an emerging market opportunity.

Dresser-Rand Group Inc., a manufacturer of industrial compressors, appreciated 54% as strong near-term earnings results combined with a strong pipeline of new business opportunities drove the stock higher. Our long-term thesis remains intact for Dresser-Rand.

On Assignment Inc., a temporary staffing firm, appreciated 95% as the company grew revenue and earnings (primarily in information technology and life sciences), while the staffing industry overall was negative during the period.

The Fund continues to hold each of the securities noted above as “top performers.”

Under performers | Net 1 UEPS Tech. Inc., a provider of transaction processing services to governmental agencies serving poor and unbanked populations globally, dropped 32%. The drop appears to be in reaction to the ongoing delay of the long anticipated contract renewal with their largest client. We view the uncertainty as being discounted in the share price and therefore continue to hold the position.

Crude Carriers Corp, an owner and operator of crude tank carriers, fell 26% as pricing for their services has remained weak throughout the past six months. We believe softness in day rates is unsustainable in the long-term, coupled with low valuations on the vessels. The Fund sold the stock.

Assured Guaranty Ltd., a provider of financial guaranty insurance, dropped 22% following the announcement by Standard and Poor’s that they were proposing a change to the credit rating criteria for bond insurers. The effect of this change would create a need to raise additional capital by Assured. With the stock selling at a significant discount to book value, we think this issue is discounted in the stock and that considerable upside exists if the rating agencies ease their initial proposal, which is a distinct possibility. We continue to own the stock.

LECG Corp., a provider of consulting services to large corporations, fell 85%. While the company was in the midst of negotiating a new line of credit to replace an existing line that was due to mature at the end of March 2011, the company announced it had been approached with an unsolicited offer from a competitor to buy a portion of the business. This had the effect of limiting the company’s re-financing options, which led to the decision to sell these businesses and liquidate the remaining pieces of the business. As a result of this announcement, we eliminated the position from the portfolio.

SWS Group Inc., a boutique investment bank and brokerage firm, dropped 11% during the quarter. Weak trading volumes at the brokerage business plus poor performance of the company’s loan portfolio continue to pressure results. A proposed convertible bond issuance contributed to the fall as investors viewed the offering as unnecessarily dilutive to existing shareholders. We continue to hold the position as we believe the share price overly discounts the weak fundamentals and we believe the troubled loan portfolio has been fully reflected on the balance sheet.


			17


Performance Summary and Commentary
Eagle Small Cap Growth Fund

Meet the managers | Bert L. Boksen, CFA^®, a Managing Director and Senior Vice President at Eagle Asset Management, Inc. (“Eagle”), has been responsible for the management of the Eagle Small Cap Growth Fund (the “Fund”) since 1995. Eric Mintz, CFA^®, has been Co-Portfolio Manager since 2011, and previously served as Assistant Portfolio Manager from 2008 through 2011.

Investment highlights | The Fund invests primarily in stocks of small-capitalization companies. Using a “bottom-up” approach, the Fund’s portfolio managers seek to capture the significant long-term capital appreciation potential of small, rapidly growing companies. A bottom-up method of analysis emphasizes the outlook at the company and industry level versus reliance on the general economy and/or market trends. The portfolio managers also look for small-cap growth companies that are reasonably priced. Since small-cap companies often have narrower markets than large-cap companies, the portfolio managers believe that conducting extensive proprietary research on small-cap growth companies may enable the Fund to capitalize on market inefficiencies and thus outperform the market.

LOGO

This Morningstar Style Box^™ shows the Fund’s current investment style and size of companies held in the Fund.

Performance summary | The Fund’s Class A shares returned 27.05% (excluding front-end sales charges) during the six-month period ended April 30, 2011, slightly underperforming its benchmark index, the Russell 2000^® Growth Index, which returned 27.07%. The Fund’s benchmark index, the Russell 2000^® Growth Index, is an unmanaged index comprised of Russell 2000^® companies with higher price-to-book ratios and higher forecasted growth values. The Russell 2000^® Index is an unmanaged index comprised of the

2,000 smallest companies in the Russell 3000^® Index. The Russell 3000^® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization. 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.

Performance discussion | On an absolute basis, the energy, consumer discretionary and information technology sectors led the Fund’s returns during the reporting period, while all three sectors posted gains. In energy, the Fund’s investments in the energy equipment and services industry had strong performance. In consumer discretionary, the Fund’s holdings in the specialty retail and hotels, restaurants and leisure industries performed well. In information technology, the stocks in the semiconductors and semiconductor equipment and software industries posted strong gains. In addition, the Fund’s holdings in the chemicals industry, which is part of the materials sector, contributed to overall absolute performance. On an absolute basis, the industrials and health care sectors lagged. In industrials, the Fund’s airlines holdings posted negative returns, while holdings in the commercial services & supplies industry lagged. In health care, the Fund’s holdings in the health care technology industry lagged the index returns for the group.

The Fund performed comparably with its benchmark index for the reporting period. Relative to the benchmark, stocks in the energy sector outperformed due to an overweight posture and strong stock selection in the energy equipment and services industry. In the consumer discretionary sector, the Fund outperformed the benchmark due to strong returns and an overweight position in the specialty retail and auto components industries. The Fund underperformed most significantly in industrials and, to a lesser extent, in the health care and information technology sectors. Information technology was a relative laggard due to underperformance of the Fund’s holdings in the internet software and services and communications equipment industries.


18


Performance Summary and Commentary
Eagle Small Cap Growth Fund (cont’d)

Under performers | Dean Foods Co. is the largest processor and distributor of milk in the U.S. We expected the company to be able to improve profitability, however, a turnaround has yet to materialize. The company’s cost structure is highly sensitive to dairy prices, and milk prices have remained extremely competitive. The Fund sold the stock.

Shares of Thoratec Corp., the pioneer in left-ventricular-assist devices (LVADs), traded down when a competitor released clinical data for its product that suggested a slightly better adverse event profile than Thoratec’s device. We believe the resulting downward movement in the value of Thoratec’s shares was an overreaction as we expect the LVAD market will grow to be large enough to support more than one competitor. We believe that Thoratec will likely remain the leader in a market that could reach $3 to $5 billion over the next 5 to 10 years. The Fund continues to hold shares of Thoratec.

Shares of low-cost airline JetBlue Airways Corp. dipped slightly during the period due to short-term concerns over rising fuel costs. The Fund continues to own shares.

MedAssets Inc. provides software solutions that help hospitals and health systems improve their operating margins by lowering supply costs and increasing revenue capture. The company’s consulting services division has grown so quickly that they did not have the infrastructure in place to deliver on targets that would have earned them certain bonuses. Management has taken actions to slow the growth of this business until it has the proper infrastructure in place. We believe the stock is oversold at current levels and continue to hold shares in the Fund.

James River Coal Co. mines, processes, and sells coal to electric utility companies and industrial customers. The stock dipped slightly during the period on no significant news. The negative impact on the Fund was minimal. The Fund continues to hold its shares.

Top performers | Shares in oil equipment manufacturer Lufkin Industries, Inc. benefited from strong oil prices and an increase in the number of active drilling rigs.

Shares in chemical producer Huntsman Corporation appreciated as the economic outlook improved for this highly cyclical industry.

TIBCO Software, Inc., a provider of enterprise middleware software, has delivered solid execution as demand for its middleware, business process management, and predictive analytics software has remained robust.

OYO Geospace Corp. makes seismic equipment used by oil companies. During the period, the company announced strong earnings and several substantial new contracts for its newest wireless technology.

Informatica Corp. sells enterprise data integration software. Shares of the stock traded up after the company’s management raised earnings guidance for 2011.

The Fund continues to hold each of the securities noted above as “top performers.”


			19

Investment Portfolios


(UNAUDITED)		04.30.2011


EAGLE CAPITAL APPRECIATION FUND
Common stocks—97.8%	Shares		Value
Apparel—2.8%
Nike, Inc., Class B		227,671		$18,741,877

Banks—1.7%
Northern Trust Corporation		235,402		11,767,746

Beverages—3.5%
PepsiCo, Inc.		346,664		23,881,683

Biotechnology—1.5%
Gilead Sciences, Inc.*		258,912		10,056,142

Chemicals—2.9%
Praxair, Inc.		184,916		19,678,761

Commercial services—2.9%
Mastercard, Inc., Class A		71,137		19,625,987

Computers—9.2%
Apple, Inc.*		127,541		44,413,602
NetApp, Inc.*		337,068		17,520,795

Cosmetics/personal care—3.7%
Avon Products, Inc.		561,425		16,494,666
The Procter & Gamble Company		137,368		8,915,183

Diversified financial services—6.0%
American Express Company		211,133		10,362,408
CME Group, Inc.		65,694		19,430,314
The Charles Schwab Corporation		582,633		10,668,010

Electrical components & equipment—0.7%
Emerson Electric Company		75,175		4,567,633

Electronics—3.1%
Thermo Fisher Scientific, Inc.*		353,013		21,177,250

Healthcare products—5.6%
Johnson & Johnson		194,239		12,765,387
St. Jude Medical, Inc.		465,809		24,892,833

Internet—5.4%
Equinix, Inc.*		136,007		13,690,465
Google, Inc., Class A*		42,523		23,136,764

Oil & gas—4.5%
Devon Energy Corporation		88,098		8,016,918
Occidental Petroleum Corporation		105,835		12,095,882
Southwestern Energy Company*		231,209		10,140,827

Oil & gas services—8.1%
Halliburton Company		303,357		15,313,461
Schlumberger Ltd.		438,451		39,350,977

Pharmaceuticals—1.6%
Teva Pharmaceutical Industries Ltd., Sponsored ADR		242,220		11,076,721

Real estate—3.0%
CB Richard Ellis Group, Inc., Class A*		745,519		19,912,812

Retail—11.8%
Costco Wholesale Corporation		326,142		26,391,411
Lowe’s Companies, Inc.		1,024,992		26,906,040
Staples, Inc.		1,233,380		26,073,653

Semiconductors—3.2%
Xilinx, Inc.		625,845		21,816,957

Software—3.8%
Oracle Corporation		710,414		25,610,425

Common stocks—97.8%

Shares

Value

Telecommunications—12.8%

American Tower Corporation, Class A*

573,342

$29,991,520

Crown Castle International Corporation*

436,082

18,690,475

QUALCOMM, Inc.

667,380

37,933,879

Total common stocks (cost $475,986,238)

661,109,464

Total investment portfolio (cost $475,986,238) 97.8%

661,109,464

Other assets in excess of liabilities 2.2%

15,179,669

Net assets 100.0%

$676,289,133

* Non-income producing security

ADR—American depository receipt



Sector allocation
Sector	Percent of net assets
Consumer, non-cyclical		18.9%
Communications		18.2%
Technology		16.2%
Consumer, cyclical		14.5%
Energy		12.6%
Financial		10.7%
Industrial		3.8%
Basic materials		2.9%



EAGLE GROWTH & INCOME FUND
Common stocks—93.5%	Shares		Value
Domestic—60.9%
Aerospace/defense—1.7%
Lockheed Martin Corporation		56,100		$4,445,925

Agriculture—2.4%
Philip Morris International, Inc.		90,540		6,287,098

Banks—10.7%
BancorpSouth, Inc.		229,900		3,115,145
Bank of America Corporation		247,500		3,039,300
Fifth Third Bancorp		323,571		4,293,787
JPMorgan Chase & Company		117,942		5,381,693
SVB Financial Group*		80,800		4,883,552
U.S. Bancorp		262,200		6,770,004

Beverages—2.8%
The Coca-Cola Company		106,680		7,196,633

Biotechnology—1.7%
Gilead Sciences, Inc.*		112,482		4,368,801

Commercial services—1.9%
Paychex, Inc.		150,500		4,922,855

Computers—1.6%
Apple, Inc.*		11,735		4,086,479

Diversified financial services—0.7%
Och-Ziff Capital Management Group LLC, Class A		114,900		1,846,443


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

Investment Portfolios


(UNAUDITED)		04.30.2011


EAGLE GROWTH & INCOME FUND (cont’d)
Common stocks—93.5%	Shares		Value
Electric—1.6%
Entergy Corporation		59,600		$4,155,312

Food—4.1%
Kraft Foods, Inc., Class A		136,510		4,584,006
Sysco Corporation		209,220		6,048,550

Healthcare products—1.7%
Varian Medical Systems, Inc.*		62,288		4,372,618

Household products/wares—1.6%
Kimberly-Clark Corporation		61,090		4,035,605

Insurance—2.0%
Hartford Financial Services Group, Inc.		179,500		5,200,115

Internet—1.8%
Google, Inc., Class A*		8,700		4,733,670

Iron/steel—1.6%
United States Steel Corporation		88,200		4,208,022

Media—3.0%
Comcast Corporation, Class A		319,600		7,846,180

Oil & gas—1.9%
ConocoPhillips		63,200		4,988,376

Pharmaceuticals—4.2%
Cardinal Health, Inc.		109,080		4,765,705
Pfizer, Inc.		301,100		6,311,056

Retail—4.4%
McDonald’s Corporation		78,700		6,162,997
The Gap, Inc.		221,300		5,143,012

Savings & loans—0.7%
Capitol Federal Financial, Inc.		157,500		1,782,900

Semiconductors—2.5%
Intel Corporation		275,390		6,386,294

Software—4.7%
Fiserv, Inc.*		86,650		5,312,512
Microsoft Corporation		258,180		6,717,844

Telecommunications—1.7%
Verizon Communications, Inc.		114,600		4,329,588
Total domestic common stocks (cost $134,523,986)				157,722,077

Foreign—32.6%
Beverages—2.3%
Foster’s Group Ltd.		965,000		5,952,480

Cosmetics/personal care—1.4%
Natura Cosmeticos SA		130,200		3,653,909

Diversified financial services—1.8%
Hong Kong Exchanges and Clearing Ltd.		203,300		4,643,825

Electric—2.8%
Enel SpA		656,500		4,681,013
GDF Suez		63,800		2,610,490

Food—2.1%
Nestle SA		85,700		5,320,335

Insurance—1.0%
Allianz SE		17,100		2,692,331

Internet—1.2%
Baidu, Inc./China, Sponsored ADR*		21,030		3,123,376



Common stocks—93.5%	Shares		Value
Media—1.0%
Pearson PLC		133,254		$2,551,322

Oil & gas—9.3%
Canadian Oil Sands Ltd.		148,900		5,136,708
ENI SpA		127,700		3,418,627
Ensco PLC, Sponsored ADR		99,120		5,909,534
Royal Dutch Shell PLC, Sponsored ADR		62,300		4,827,004
Seadrill Ltd.		133,900		4,752,839

Pharmaceuticals—3.5%
Novartis AG		74,800		4,440,439
Teva Pharmaceutical Industries Ltd., Sponsored ADR		103,210		4,719,793

Telecommunications—6.2%
Amdocs Ltd.*		126,200		3,880,650
Telefonica SA		142,400		3,832,267
Telstra Corporation Ltd.		1,559,000		4,979,384
Vodafone Group PLC		1,143,635		3,278,025
Total foreign common stocks (cost $67,922,787)				84,404,351

Total common stocks (cost $202,446,773)				242,126,428

Investment companies—2.8%
Solar Capital Ltd.		117,200		2,974,536
Apollo Investment Corporation		357,000		4,230,450
Total investment companies (cost $6,244,040)				7,204,986

Preferred stocks—1.2%
Banks—1.2%
Bank of America Corporation, FRN, 3.00%, Series H		60,000		1,041,000
Fifth Third Bancorp, 8.50%, Series G (convertible)		14,200		2,044,232
Total preferred stocks (cost $1,958,343)				3,085,232

Total investment portfolio (cost $210,649,156) 97.5%				252,416,646

Other assets in excess of liabilities 2.5%				6,400,766

Net assets 100.0%				$258,817,412

* Non-income producing security

ADR—American depository receipt FRN—Floating rate notes reset their interest rates on a semiannual or quarterly basis.



Sector allocation
Sector	Percent of net assets
Consumer, non-cyclical		29.8%
Financial		20.8%
Communications		14.9%
Energy		11.2%
Technology		8.7%
Consumer, cyclical		4.4%
Utilities		4.4%
Industrial		1.7%
Basic materials		1.6%


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

Investment Portfolios


(UNAUDITED)		04.30.2011


EAGLE INTERNATIONAL EQUITY FUND
Common stocks—98.0%	Shares		Value
Australia—2.4%
Asciano Ltd.		91,736		$166,287
MAp Group		172,920		559,136
Newcrest Mining Ltd.		23,947		1,094,088

Austria—1.1%
Erste Group Bank AG		16,948		856,498

Brazil—2.0%
Diagnosticos da America SA		20,901		280,593
Embraer SA, Sponsored ADR		8,861		287,805
Hypermarcas SA*		58,089		778,730
Petroleo Brasileiro SA, Sponsored ADR		5,160		192,623

Britain—11.9%
AMEC PLC		8,374		168,192
ARM Holdings PLC		29,375		306,556
Barclays PLC		43,924		207,987
BG Group PLC		61,667		1,586,457
BHP Billiton PLC		35,016		1,473,805
Burberry Group PLC		9,959		215,424
Cairn Energy PLC*		41,844		315,852
Compass Group PLC		35,888		350,382
Diageo PLC		12,963		263,731
Hikma Pharmaceuticals PLC		23,362		306,523
HSBC Holdings PLC		39,662		432,334
Lloyds Banking Group PLC*		872,773		863,768
Premier Oil PLC*		7,111		237,557
Reckitt Benckiser Group PLC		4,730		262,621
Rio Tinto PLC		15,207		1,109,803
Rolls-Royce Group PLC		17,295		185,321
Rolls-Royce Group PLC, Class C*(a)		1,660,320		2,773
Smith & Nephew PLC		20,029		221,838
Vodafone Group PLC		211,313		605,691

Canada—6.2%
Barrick Gold Corporation		17,835		910,836
Cenovus Energy, Inc.		9,476		364,357
Goldcorp, Inc.		6,620		370,059
Ivanhoe Mines Ltd./CA*		25,394		665,883
Pan American Silver Corporation		4,821		173,906
Potash Corporation of Saskatchewan, Inc.		16,220		916,302
Silver Wheaton Corporation		2,949		119,998
Suncor Energy, Inc.		26,874		1,238,678

China—6.2%
Anhui Conch Cement Company Ltd., Class H		45,000		213,342
Baidu, Inc./China, Sponsored ADR*		7,339		1,089,988
Changsha Zoomlion Heavy Industry Science and Technology Development Co. Ltd., Class H*		152,000		403,180
China National Building Material Company Ltd., Class H		136,000		287,637
China Yurun Food Group Ltd.		148,000		544,573
Ctrip.com International Ltd., Sponsored ADR*		16,077		783,272
Dongfeng Motor Group Company Ltd., Class H		168,000		263,469
Golden Eagle Retail Group Ltd.		120,000		315,894
Intime Department Store Group Co. Ltd.		132,000		206,957
Lianhua Supermarket Holdings Company Ltd., Class H		38,000		155,216
Tingyi Cayman Islands Holding Corporation		58,000		154,118
Wumart Stores, Inc., Class H*		104,000		239,126
Zhuzhou CSR Times Electric Company Ltd., Class H		19,000		75,229

Czech—0.8%
Komercni Banka AS		2,198		579,658



Common stocks—98.0%	Shares		Value
Denmark—2.0%
Carlsberg AS, Class B		4,866		$577,917
Novo Nordisk AS, Class B		7,608		964,486

Finland—1.2%
Fortum Oyj		5,955		205,159
Stora Enso Oyj, Class R		27,185		327,556
UPM-Kymmene Oyj		18,203		373,146

France—6.2%
Aeroports de Paris		2,532		242,871
BNP Paribas		8,640		683,751
CFAO SA		5,761		231,668
Cie Generale d’Optique Essilor International SA		10,829		906,545
Danone		4,670		342,079
Eutelsat Communications		4,644		200,490
Iliad SA		864		111,066
LVMH Moet Hennessy Louis Vuitton SA		4,332		777,982
PPR		2,481		443,724
Schneider Electric SA		2,708		478,507
Technip SA		2,536		286,072

Germany—7.0%
Allianz SE		2,864		450,926
Bayerische Motoren Werke AG		842		79,405
Bilfinger Berger SE*		1,618		155,844
Brenntag AG*		1,373		168,519
Daimler AG		10,372		801,768
Fraport AG		18,861		1,509,380
Fresenius SE		8,557		898,094
HeidelbergCement AG		5,098		389,853
Henkel AG & Co. KGaA		356		20,211
MAN SE*		4,957		690,815
Siemens AG		1,278		185,922

Greece—0.5%
Coca Cola Hellenic Bottling Company SA		13,229		367,452

Hong Kong—5.7%
Belle International Holdings Ltd.		328,000		641,440
China Merchants Holdings International Company Ltd.		58,970		272,427
China Resources Enterprise Ltd.		168,000		678,634
Geely Automobile Holdings Ltd.		590,000		236,979
Hang Lung Properties Ltd.		361,000		1,608,318
Li & Fung Ltd.		156,000		797,451
The United Laboratories International Holdings Ltd.		74,000		124,949

India—3.8%
Axis Bank Ltd., Sponsored GDR		17,800		528,482
Dr Reddy’s Laboratories Ltd., Sponsored ADR		11,584		454,556
HDFC Bank Ltd., Sponsored ADR		3,190		548,999
Larsen & Toubro Ltd., Sponsored GDR		29,728		1,109,152
Mahindra & Mahindra Ltd., Sponsored GDR		8,991		159,071
State Bank of India, Sponsored GDR		887		121,519

Ireland—1.5%
CRH PLC		24,351		595,474
Shire PLC		11,046		342,080
WPP PLC		18,418		240,425

Israel—0.3%
Teva Pharmaceutical Industries Ltd., Sponsored ADR		5,004		228,833

Italy—2.0%
Buzzi Unicem SpA		11,527		178,751
Enel SpA		29,598		211,041


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

Investment Portfolios


(UNAUDITED)		04.30.2011


EAGLE INTERNATIONAL EQUITY FUND (cont’d)
Common stocks—98.0%	Shares		Value
Italy (cont’d)
Fiat Industrial SpA*		37,447		$556,310
Saipem SpA		10,368		589,648

Japan—8.1%
Aisin Seiki Company Ltd.		3,601		127,488
Asahi Glass Company Ltd.		20,000		254,542
Canon, Inc.		3,873		182,810
Daikin Industries Ltd.		990		31,559
Denso Corporation		3,811		127,627
Fanuc Ltd.		2,800		468,280
Honda Motor Company Ltd.		11,690		448,489
Isuzu Motors Ltd.		71,000		305,794
ITOCHU Corporation		24,700		257,541
KDDI Corporation		34		227,925
Komatsu Ltd.		22,200		783,236
Mitsubishi Corporation		11,300		305,311
Mitsubishi Electric Corporation		20,000		222,866
Mitsui & Company Ltd.		4,400		78,346
Nidec Corporation		500		43,676
Nissan Motor Company Ltd.		25,000		240,974
Nitto Denko Corporation		1,300		69,688
SMC Corporation		1,300		238,043
Softbank Corporation		8,400		354,227
Suzuki Motor Corporation		16,600		395,532
Toyota Motor Corporation		13,441		535,221
Unicharm Corporation		12,316		490,566

Luxembourg—0.7%
L’Occitane International SA*		133,514		319,763
SES SA FDR		7,381		193,831

Macau—1.2%
Sands China Ltd.*		139,200		392,657
Wynn Macau Ltd.		136,400		488,502

Mexico—0.7%
Fomento Economico Mexicano, SAB de CV, Sponsored ADR		1,908		120,013
Genomma Lab Internacional SAB de CV, Class B*		58,406		146,120
Grupo Financiero Banorte, SAB de CV, Class O		47,105		235,286

Netherlands—3.1%
ASML Holding NV		1,503		62,233
Heineken NV		3,320		198,737
ING Groep NV*		57,158		753,470
Koninklijke Philips Electronics NV		5,899		174,921
Royal Dutch Shell PLC, Class A		31,212		1,214,704

Norway—0.4%
Marine Harvest ASA		249,947		330,144

Portugal—0.2%
Jeronimo Martins SGPS SA		7,659		125,693

Russian Federation—8.8%
Gazprom OAO, Sponsored ADR		60,184		1,021,056
IDGC Holding JSC*		1,509,475		226,421
Magnit OJSC, Sponsored GDR		7,387		206,836
NovaTek OAO, Sponsored GDR		2,409		338,464
O’Key Group S.A., Sponsored GDR*		18,312		192,276
Pharmstandard OJSC, Sponsored GDR*		6,574		169,281
Rosneft Oil Company, Sponsored GDR		102,355		919,915
Sberbank		549,490		2,008,386
VTB Bank OJSC, Sponsored GDR		176,959		1,144,925
X5 Retail Group NV, Sponsored GDR*		13,428		475,037



Common stocks—98.0%	Shares		Value
South Africa—0.7%
Shoprite Holdings Ltd.		36,388		$573,672

South Korea—2.1%
Celltrion, Inc.		17,617		604,393
Hyundai Motor Company		2,267		525,031
Samsung Electronics Co. Ltd.		566		473,232

Sweden—1.7%
Atlas Copco AB, Class A		12,926		380,164
Elekta AB, Class B		7,603		346,526
Volvo AB, Class B		31,161		611,622

Switzerland—5.1%
Dufry Group*		3,458		452,139
Flughafen Zuerich AG		395		174,207
Nobel Biocare Holding AG*		13,129		291,570
Novartis AG		1,165		69,159
Swiss Reinsurance Company Ltd.*		3,958		235,878
Syngenta AG		2,281		807,184
The Swatch Group AG		1,066		524,373
UBS AG*		15,458		308,981
Xstrata PLC		42,002		1,067,455

Taiwan—3.6%
HTC Corporation		60,800		2,772,266

United Arab Emirates—0.8%
Dragon Oil PLC		64,772		601,547
Total common stocks (cost $56,025,309)				74,967,611

Preferred stocks—1.1%
Germany—1.1%
Henkel AG & Co. KGaA		2,715		184,900
Volkswagen AG*		3,432		676,080
Total preferred stocks (cost $488,366)				860,980

Investment companies—0.4%
United States—0.4%
Market Vectors—Gold Miners ETF		4,327		268,966
Total investment companies (cost $197,832)				268,966

Total investment portfolio (cost $56,711,507) 99.5%				76,097,557

Other assets in excess of liabilities 0.5%				370,394

Total net assets 100.0%				$76,467,951

* Non-income producing security (a) Restricted security deemed to be illiquid for purposes of compliance limitations on holdings of illiquid securities. At April 30, 2011, this security aggregated $2,773 or 0.0% of the net assets of the Fund.

ADR—American depository receipt ETF—Exchange-traded fund FDR—Fiduciary depository receipt GDR—Global depository receipt


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

Investment Portfolios


(UNAUDITED)		04.30.2011


EAGLE INTERNATIONAL EQUITY FUND (cont’d)
Sector allocation
Sector	Percent of net assets
Consumer, non-cyclical		17.1%
Consumer, cyclical		15.7%
Financial		15.1%
Industrial		13.7%
Basic materials		12.6%
Energy		11.9%
Communications		8.6%
Diversified		2.3%
Technology		1.3%
Utilities		0.8%
Funds		0.4%


Forward foreign currency contracts outstanding
Contract to deliver		Counterparty	In exchange for			Delivery date		Unrealized appreciation (depreciation)
EUR	128,548	Credit Suisse First Boston		USD	190,293		06/15/11		$(121	)
JPY	66,296,000	JPMorgan Chase		USD	810,465		06/15/11		7,008
USD	1,604,302	Credit Suisse First Boston		EUR	1,151,469		06/15/11		(99,166	)
USD	848,346	Deutsche Bank AG		EUR	608,779		06/15/11		(52,274	)
Net unrealized depreciation								$	(144,553	)

EUR—Euro Dollar JPY—Japan Yen USD—United States Dollar



Industry allocation
Industry	Value		Percent of net assets
Banks		$8,520,574		11.2%
Oil & gas		8,031,211		10.5%
Mining		6,985,833		9.1%
Auto manufacturers		5,835,745		7.6%
Telecommunications		4,354,430		5.7%
Engineering & construction		3,750,590		4.9%
Pharmaceuticals		3,584,717		4.7%
Food		3,099,643		4.1%
Retail		3,055,321		4.0%
Healthcare products		2,664,574		3.5%
Internet		1,984,326		2.6%
Chemicals		1,961,692		2.6%
Building materials		1,951,158		2.5%


Industry allocation (cont’d)
Industry	Value		Percent of net assets
Holding companies-diversified		$1,729,042		2.3%
Real estate		1,608,318		2.1%
Machinery-construction & mining		1,566,581		2.0%
Beverages		1,527,850		1.9%
Insurance		1,440,275		1.9%
Distribution/wholesale		1,438,648		1.9%
Machinery-diversified		1,159,094		1.5%
Oil & gas services		1,043,913		1.4%
Lodging		881,158		1.2%
Semiconductors		842,021		1.1%
Electrical components & equipment		820,278		1.1%
Cosmetics/personal care		810,329		1.1%
Forest products & paper		700,702		0.9%
Electric		642,622		0.8%
Biotechnology		604,393		0.8%
Aerospace/defense		475,900		0.6%
Household products/wares		467,732		0.6%
Food service		350,382		0.5%
Healthcare services		280,593		0.4%
Equity fund		268,966		0.4%
Auto parts & equipment		255,115		0.3%
Media		240,425		0.3%
Hand/machine tools		238,043		0.3%
Apparel		215,423		0.3%
Miscellaneous manufacturer		185,922		0.2%
Office/business equipment		182,810		0.2%
Electronics		174,921		0.2%
Transportation		166,287		0.2%
Total investment portfolio		$76,097,557		99.5%



EAGLE INVESTMENT GRADE BOND FUND
Corporate bonds—47.0%	Principal amount (in thousands)		Value
Aerospace/defense—1.1%
United Technologies Corporation, 5.38%, 12/15/17		$1,000		$1,140,042

Auto parts & equipment—0.3%
Johnson Controls, Inc., FRN, 0.68%, 02/04/14		250		250,272

Banks—5.3%
Bank of Montreal, 2.13%, 06/28/13		1,000		1,021,435
Credit Suisse, FRN, 1.24%, 01/14/14		500		505,216
Northern Trust Corporation, 3.45%, 11/04/20		1,000		968,425
PNC Funding Corporation, 4.38%, 08/11/20		1,000		1,009,219
Royal Bank of Canada, 2.88%, 04/19/16		1,000		1,009,222
The Goldman Sachs Group, Inc., 6.00%, 05/01/14		750		828,764


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

Investment Portfolios


(UNAUDITED)			04.30.2011


EAGLE INVESTMENT GRADE BOND FUND (cont’d)
Corporate bonds—47.0%	Principal amount (in thousands)		Value
Beverages—2.7%
Anheuser-Busch InBev Worldwide, Inc., FRN, 1.04%, 03/26/13		$2,000		$2,018,144
Dr Pepper Snapple Group, Inc., 2.90%, 01/15/16		750		753,589

Biotechnology—1.5%
Celgene Corporation, 2.45%, 10/15/15		1,000		981,752
Gilead Sciences, Inc., 4.50%, 04/01/21		500		501,966

Chemicals—0.5%
Potash Corp of Saskatchewan, Inc., 3.25%, 12/01/17		500		498,964

Computers—1.5%
Hewlett-Packard Company, FRN, 0.43%, 09/13/12		1,500		1,502,577

Diversified financial services—2.3%
BlackRock, Inc., Series 2, 5.00%, 12/10/19		1,000		1,063,197
CME Group Index Services LLC, 144A, 4.40%, 03/15/18		1,000		1,037,913
Jefferies Group, Inc., 5.13%, 04/13/18		250		251,576

Electric—5.1%
Exelon Generation Company LLC, 5.20%, 10/01/19		495		515,601
Georgia Power Company, FRN, 0.63%, 03/15/13		2,000		2,004,768
NextEra Energy Capital, Inc., 2.55%, 11/15/13		1,000		1,021,638
PSEG Power LLC, 2.50%, 04/15/13		1,000		1,017,704
Virginia Electric and Power Company, 5.40%, 01/15/16		500		560,685

Food—0.5%
Hormel Foods Corporation, 4.13%, 04/15/21		500		505,074

Forest products & paper—1.0%
Plum Creek Timberlands LP, 4.70%, 03/15/21		1,000		981,382

Gas—0.7%
Sempra Energy, 9.80%, 02/15/19		550		735,344

Healthcare products—2.8%
CR Bard, Inc., 4.40%, 01/15/21		750		769,862
Baxter International, Inc., 5.38%, 06/01/18		1,000		1,125,975
Becton, Dickinson and Company, 3.25%, 11/12/20		1,000		942,604

Insurance—3.5%
AON Corporation, 3.50%, 09/30/15		500		509,591
Berkshire Hathaway, Inc., FRN, 0.74%, 02/11/13		2,000		2,010,212
Willis Group Holdings PLC, 4.13%, 03/15/16		1,000		1,014,493

Internet—0.5%
Symantec Corporation, 2.75%, 09/15/15		500		492,095

Media—0.5%
News America, Inc., 144A, 4.50%, 02/15/21		500		497,930

Mining—1.5%
Gold Fields Orogen Holding BVI Ltd., 144A, 4.88%, 10/07/20		750		724,027
Newmont Mining Corporation, 5.13%, 10/01/19		750		811,945

Oil & gas—2.5%
Noble Holding International Ltd., 3.45%, 08/01/15		250		257,916
Occidental Petroleum Corporation, 4.10%, 02/01/21		250		253,032
Shell International Finance BV, FRN, 0.66%, 06/22/12		2,000		2,008,432

Pharmaceuticals—3.9%
Allergan, Inc./United States, 3.38%, 09/15/20		750		710,848
Express Scripts, Inc., 6.25%, 06/15/14		1,000		1,121,315
McKesson Corporation, 5.70%, 03/01/17		1,000		1,122,296
Merck & Company, Inc., 2.25%, 01/15/16		1,000		995,300



Corporate bonds—47.0%	Principal amount (in thousands)		Value
Retail—2.4%
McDonald’s Corporation, 5.80%, 10/15/17		$1,000		$1,160,021
Staples, Inc., 9.75%, 01/15/14		1,000		1,202,521
Wal-Mart Stores, Inc. Pass Through Trusts, Series C, 8.88%, 06/29/11		28		28,065

Semiconductors—1.0%
Broadcom Corporation, 144A, 1.50%, 11/01/13		1,000		997,205

Software—2.8%
Adobe Systems, Inc., 3.25%, 02/01/15		500		517,344
Fiserv, Inc., 3.13%, 10/01/15		500		503,172
Microsoft Corporation, 2.95%, 06/01/14		1,000		1,048,953
Oracle Corporation, 144A, 3.88%, 07/15/20		750		742,810

Telecommunications—1.6%
AT&T Corporation, 7.30%, 11/15/11		751		777,896
Verizon Communications, Inc., 6.35%, 04/01/19		750		867,515

Transportation—1.5%
Norfolk Southern Corporation, 5.90%, 06/15/19		600		684,152
Union Pacific Corporation, 5.70%, 08/15/18		750		851,180
Total corporate bonds (cost $47,218,026)				47,433,176

U.S. Treasuries—19.8%
U.S. Treasury Note, 4.25%, 11/15/14		1,000		1,103,750
U.S. Treasury Note, 4.50%, 02/15/16		2,250		2,525,098
U.S. Treasury Note, 4.75%, 08/15/17		2,750		3,122,108
U.S. Treasury Note, 2.13%, 05/31/15		4,250		4,345,285
U.S. Treasury Note, 2.38%, 07/31/17		2,000		1,991,250
U.S. Treasury Note, 0.75%, 08/15/13		2,750		2,751,719
U.S. Treasury Note, 1.25%, 08/31/15		4,250		4,173,963
Total U.S. Treasuries (cost $19,788,262)				20,013,173

Mortgage-backed obligations—15.9%
Commercial mortgage-backed obligations—4.4%
Credit Suisse First Boston Mortgage Securities Corporation, Series 2005-C5, Class A3, FRN, 5.10%, 08/15/38		429		446,054
JP Morgan Chase Commercial Mortgage Securities Corporation, Series 2002-C3, Class A2, 4.99%, 07/12/35		480		502,137
JP Morgan Chase Commercial Mortgage Securities Corporation, Series 2003-PM1A, Class A4, FRN, 5.33%, 08/12/40		230		245,491
LB-UBS Commercial Mortgage Trust, Series 2001-C7, Class A5, 6.13%, 12/15/30		489		494,986
LB-UBS Commercial Mortgage Trust, Series 2003-C7, Class A2, FRN, 4.06%, 09/15/27		29		28,769
Merrill Lynch Mortgage Investors, Inc., Series 1998-C1, Class A3, FRN, 6.72%, 11/15/26		234		256,172
Morgan Stanley Capital I, 144A, Series 2011-C1, Class A2, 3.88%, 09/15/47		1,000		1,030,978
Morgan Stanley Capital I, Series 2003-T11, Class A4, 5.15%, 06/13/41		385		409,363
Wachovia Bank Commercial Mortgage Trust, Series 2002-C2, Class A3, 4.44%, 11/15/34		462		468,280
Wachovia Bank Commercial Mortgage Trust, Series 2003-C6, Class A3, FRN, 4.96%, 08/15/35		536		538,449


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

Investment Portfolios


(UNAUDITED)		04.30.2011


EAGLE INVESTMENT GRADE BOND FUND (cont’d)
Mortgage-backed obligations—15.9%	Principal amount (in thousands)		Value
Covered bonds—7.9%
Bank of Montreal, 144A, 2.63%, 01/25/16		$1,000		$1,008,412
Bank of Nova Scotia, 144A, 1.45%, 07/26/13		1,000		1,006,509
DnB NOR Boligkreditt, 144A, 2.10%, 10/14/15		1,000		975,509
Nordea Eiendomskreditt AS, 144A, 1.88%, 04/07/14		1,000		1,008,322
Sparebank 1 Boligkreditt AS, 144A, 1.25%, 10/25/13		1,000		995,806
Stadshypotek AB, 144A, 1.45%, 09/30/13		1,000		1,002,048
Swedbank Hypotek AB, 144A, 2.95%, 03/28/16		1,000		1,004,149
The Toronto-Dominion Bank, 144A, 2.20%, 07/29/15		1,000		1,001,395

Federal Agency Mortgage-backed Obligations—3.6%
Fannie Mae, REMICs, Series 2006-B1, Class AB, 6.00%, 06/25/16		241		245,579
Fannie Mae, REMICs, Series 2006-63, Class AB, 6.50%, 10/25/33		94		95,816
Fannie Mae, REMICs, Series 2007-11, Class AB, 5.69%, 01/25/32		378		399,007
Fannie Mae, REMICs, Series 2007-118, Class AB, 5.00%, 04/25/35		549		578,268
Freddie Mac, REMICs, Series 2628, Class AB, 4.50%, 06/15/18		267		284,779
Freddie Mac, REMICs, Series 2885, Class LC, 4.50%, 04/15/34		469		498,421
Freddie Mac, REMICs, Series 3114, Class GC, 5.00%, 01/15/34		261		271,867
Freddie Mac, REMICs, Series 3456, Class CG, 5.00%, 01/15/35		407		426,705
Freddie Mac, REMICs, Series R005, Class AB, 5.50%, 12/15/18		93		96,870
Freddie Mac, REMICs, Series R006, Class AK, 5.75%, 12/15/18		232		241,869
Ginnie Mae, REMICs, Series 2004-86, Class PK, 4.00%, 09/20/34		518		542,500
Total mortgage-backed obligations (cost $16,030,913)				16,104,510

U.S. Government agency securities—6.6%
Fixed rate U.S. Government agency securities—3.5%
Private Export Funding Corporation, 2.25%, 12/15/17		1,000		965,889
Tennessee Valley Authority, 5.50%, 07/18/17		2,250		2,606,942

Government-backed corporate bonds—3.1%
John Deere Capital Corporation, FDIC, 2.88%, 06/19/12		3,000		3,086,706
Total U.S. Government agency securities (cost $6,697,784)				6,659,537

Foreign government securities—4.6%
Egypt Government AID Bonds, 4.45%, 09/15/15		2,000		2,201,100
Kreditanstalt fuer Wiederaufbau, 2.75%, 09/08/20		1,000		945,463
Landwirtschaftliche Rentenbank, 144A, FRN, 0.40%, 01/28/14		500		499,365
Province of Ontario, Canada, 2.70%, 06/16/15		1,000		1,033,331
Total foreign government securities (cost $4,756,470)				4,679,259

Supranational banks—4.1%

Principal
amount
(in thousands)

Value

European Investment Bank, 2.25%, 03/15/16

$1,000

$1,007,583

Inter-American Development Bank, 2.25%, 07/15/15

1,000

1,019,878

International Bank for Reconstruction & Development, 2.38%, 05/26/15

1,000

1,031,428

Nordic Investment Bank, 2.50%, 07/15/15

1,000

1,026,732

Total supranational banks (cost $4,009,070)

4,085,621

Total investment portfolio (cost $98,500,525) 98.0%

98,975,276

Other assets in excess of liabilities 2.0%

2,069,855

Total net assets 100.0%

$101,045,131

144A—144A securities are issued pursuant to Rule 144A of the Securities Act of 1933. Most of these are deemed to be liquid for purposes of compliance limitations on holdings of illiquid securities and all may be resold as transactions exempt from registration to qualified institutional buyers. At April 30, 2011, these securities aggregated $13,532,378 or 13.4% of the net assets of the Fund.

FDIC—Federal Deposit Insurance Corporation

FRN—Floating rate notes reset their interest rates on a semiannual or quarterly basis.

REMIC—Real estate mortgage investment conduit



Standard & Poor’s bond ratings
Bond rating	Percent of net assets
AAA		42.0%
AA		10.9%
A		20.7%
BBB		16.3%
Not rated		8.1%



EAGLE LARGE CAP CORE FUND
Common stocks—90.6%	Shares		Value
Advertising—2.1%
Omnicom Group, Inc.		69,035		$3,395,832

Aerospace/defense—3.3%
The Boeing Company		30,420		2,426,908
United Technologies Corporation		31,980		2,864,768

Banks—8.5%
JPMorgan Chase & Company		143,350		6,541,061
The Goldman Sachs Group, Inc.		19,546		2,951,641
Wells Fargo & Company		142,905		4,159,965

Beverages—3.7%
PepsiCo, Inc.		41,015		2,825,523
The Coca-Cola Company		45,825		3,091,354

Computers—6.7%
Apple, Inc.*		13,951		4,858,157
EMC Corporation*		208,505		5,909,032

Diversified financial services—4.3%
CME Group, Inc.		12,950		3,830,222
Invesco Ltd.		123,680		3,075,922


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

Investment Portfolios


(UNAUDITED)			04.30.2011


EAGLE LARGE CAP CORE FUND (cont’d)
Common stocks—90.6%	Shares		Value
Electric—1.5%
Dominion Resources, Inc.		53,570		$2,486,719

Healthcare products—7.7%
Johnson & Johnson		42,920		2,820,702
St. Jude Medical, Inc.		120,925		6,462,232
Zimmer Holdings, Inc.*		46,950		3,063,488

Healthcare services—3.0%
UnitedHealth Group, Inc.		96,400		4,745,772

Insurance—3.0%
MetLife, Inc.		103,460		4,840,893

Internet—1.8%
Google, Inc., Class A*		5,302		2,884,818

Miscellaneous manufacturer—2.3%
Tyco International Ltd.		75,116		3,661,154

Oil & gas—9.1%
Chevron Corporation		33,390		3,654,202
ConocoPhillips		44,955		3,548,298
Exxon Mobil Corporation		65,805		5,790,840
Valero Energy Corporation		56,950		1,611,685

Oil & gas services—2.7%
Schlumberger Ltd.		48,535		4,356,016

Pharmaceuticals—3.2%
Pfizer, Inc.		247,345		5,184,351

Retail—9.7%
Bed Bath & Beyond, Inc.*		64,080		3,596,170
Lowe’s Companies, Inc.		208,055		5,461,444
Staples, Inc.		179,335		3,791,142
Wal-Mart Stores, Inc.		49,200		2,705,016

Semiconductors—1.7%
Intel Corporation		118,055		2,737,695

Software—9.6%
Activision Blizzard, Inc.		296,755		3,380,039
Adobe Systems, Inc.*		118,555		3,977,520
Microsoft Corporation		105,620		2,748,232
Oracle Corporation		147,625		5,321,881

Telecommunications—4.2%
Cisco Systems, Inc.		68,470		1,202,333
QUALCOMM, Inc.		44,075		2,505,223
Sprint Nextel Corporation*		601,865		3,117,661

Transportation—2.5%
Union Pacific Corporation		39,480		4,084,996

Total common stocks (cost $114,134,654)				145,670,907

Investment companies—3.0% (a)
Materials Select Sector SPDR ETF		119,310		4,876,200
Total investment companies (cost $3,976,137)				4,876,200

Total investment portfolio (cost $118,110,791) 93.6%				150,547,107

Other assets in excess of liabilities 6.4%				10,285,444

Net assets 100.0%				$160,832,551

* Non-income producing security ETF—Exchange-traded fund SPDR—Standard & Poor’s depository receipt



Sector allocation
Sector	Percent of net assets
Technology		18.0%
Consumer, non-cyclical		17.5%
Financial		15.8%
Energy		11.8%
Consumer, cyclical		9.7%
Industrial		8.1%
Communications		8.1%
Funds		3.0%
Utilities		1.6%



EAGLE MID CAP GROWTH FUND
Common stocks—98.3%	Shares		Value
Advertising—0.9%
The Interpublic Group of Companies, Inc.		277,316		$3,258,463

Aerospace/defense—1.7%
BE Aerospace, Inc.*		82,972		3,201,889
Triumph Group, Inc.		34,778		2,995,081

Apparel—2.3%
Coach, Inc.		61,485		3,677,418
Deckers Outdoor Corporation*		54,260		4,604,504

Auto manufacturers—1.1%
Navistar International Corporation*		56,645		3,937,960

Auto parts & equipment—0.4%
WABCO Holdings, Inc.*		18,780		1,386,903

Biotechnology—1.0%
Illumina, Inc.*		48,965		3,475,536

Chemicals—2.2%
CF Industries Holdings, Inc.		26,005		3,681,008
Huntsman Corporation		200,016		4,170,334

Coal—1.5%
Walter Energy, Inc.		39,625		5,476,968

Commercial services—1.0%
Sotheby’s		68,610		3,466,177

Computers—2.1%
Riverbed Technology, Inc.*		90,085		3,165,587
SanDisk Corporation*		86,505		4,250,856

Cosmetics/personal care—1.0%
Avon Products, Inc.		123,645		3,632,690

Distribution/wholesale—1.5%
WESCO International, Inc.*		86,629		5,366,667

Diversified financial services—5.2%
Ameriprise Financial, Inc.		120,510		7,478,851
CME Group, Inc.		10,690		3,161,781
Legg Mason, Inc.		82,015		3,046,857
TD Ameritrade Holding Corporation		240,986		5,190,838

Electrical components & equipment—1.5%
GrafTech International Ltd.*		229,575		5,326,140


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

Investment Portfolios


(UNAUDITED)		04.30.2011


EAGLE MID CAP GROWTH FUND (cont’d)
Common stocks—98.3%	Shares		Value
Electronics—2.2%
Gentex Corporation		247,561		$7,761,037

Engineering & construction—2.5%
Chicago Bridge & Iron Company NV		226,396		9,178,094

Entertainment—1.2%
Bally Technologies, Inc.*		108,724		4,239,149

Environmental control—1.2%
Waste Connections, Inc.		141,875		4,365,494

Healthcare products—2.4%
Intuitive Surgical, Inc.*		9,385		3,281,935
Patterson Companies, Inc.		152,205		5,283,036

Home furnishings—1.1%
Harman International Industries, Inc.		79,615		3,863,716

Household products/wares—1.4%
Church & Dwight Company, Inc.		60,865		5,020,145

Internet—3.0%
Akamai Technologies, Inc.*		102,005		3,513,052
F5 Networks, Inc.*		31,830		3,226,289
priceline.com, Inc.*		7,200		3,938,472

Leisure time—1.0%
Carnival Corporation		99,650		3,793,675

Lodging—2.4%
Starwood Hotels & Resorts Worldwide, Inc.		64,000		3,812,480
Wynn Resorts Ltd.		31,303		4,606,236

Machinery-diversified—3.4%
AGCO Corporation*		62,235		3,583,491
Cummins, Inc.		28,970		3,481,615
Flowserve Corporation		39,355		4,983,130

Media—0.6%
Sirius XM Radio, Inc.*		1,007,275		2,004,477

Mining—4.1%
Cameco Corporation		51,340		1,513,503
Freeport-McMoRan Copper & Gold, Inc.		117,785		6,481,709
Titanium Metals Corporation*		340,130		6,812,804

Miscellaneous manufacturer—1.5%
SPX Corporation		63,770		5,512,916

Oil & gas—5.5%
Continental Resources, Inc.*		95,345		6,548,295
Denbury Resources, Inc.*		146,520		3,306,956
Pioneer Natural Resources Company		55,795		5,703,923
Whiting Petroleum Corporation*		62,780		4,363,210

Oil & gas services—2.2%
Dresser-Rand Group, Inc.*		77,925		4,094,179
National Oilwell Varco, Inc.		53,245		4,083,359

Pharmaceuticals—8.1%
AmerisourceBergen Corporation		169,905		6,904,939
Express Scripts, Inc.*		59,375		3,368,937
Herbalife Ltd.		64,480		5,789,014
Mylan, Inc.*		376,640		9,385,869
SXC Health Solutions Corporation*		71,995		3,971,244



Common stocks—98.3%	Shares		Value
Real estate—1.5%
Jones Lang LaSalle, Inc.		51,405		$5,262,844

Retail—4.6%
CarMax, Inc.*		151,505		5,257,224
Chipotle Mexican Grill, Inc.*		12,015		3,205,482
Dollar Tree, Inc.*		66,930		3,848,475
GNC Holdings, Inc., Class A*		204,630		3,898,201

Semiconductors—5.8%
ARM Holdings PLC, Sponsored ADR		169,110		5,320,201
Linear Technology Corporation		109,185		3,799,638
NVIDIA Corporation*		220,571		4,411,420
NXP Semiconductor NV*		114,547		3,825,870
Rovi Corporation*		77,080		3,743,005

Software—14.5%
ANSYS, Inc.*		130,195		7,198,482
Autodesk, Inc.*		170,545		7,671,114
CA, Inc.		257,550		6,333,154
Cerner Corporation*		64,139		7,708,225
Citrix Systems, Inc.*		105,565		8,903,352
Concur Technologies, Inc.*		62,460		3,614,560
Informatica Corporation*		71,360		3,996,874
MSCI, Inc., Class A*		105,745		3,750,775
Red Hat, Inc.*		66,385		3,151,296

Telecommunications—2.9%
Polycom, Inc.*		76,268		4,563,114
SBA Communications Corporation, Class A*		152,600		5,894,938

Transportation—1.8%
Kansas City Southern*		110,370		6,413,601
Total common stocks (cost $269,902,772)				353,500,733

Total investment portfolio (cost $269,902,772) 98.3%				353,500,733

Other assets in excess of liabilities 1.7%				5,964,606

Net assets 100.0%				$359,465,339

* Non-income producing security ADR—American depository receipt



Sector allocation
Sector	Percent of net assets
Technology		22.5%
Industrial		15.8%
Consumer, cyclical		15.5%
Consumer, non-cyclical		14.9%
Energy		9.3%
Communications		7.3%
Financial		6.7%
Basic materials		6.3%


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

Investment Portfolios


(UNAUDITED)			04.30.2011


EAGLE MID CAP STOCK FUND
Common stocks—98.4%	Shares		Value
Advertising—1.1%
The Interpublic Group of Companies, Inc.		1,369,738		$16,094,421

Aerospace/defense—4.3%
BE Aerospace, Inc.*		938,511		36,217,139
Rockwell Collins, Inc.		379,565		23,950,552

Auto parts & equipment—3.4%
Cooper Tire & Rubber Company		713,058		19,238,305
Lear Corporation		557,110		28,490,605

Banks—2.9%
CIT Group, Inc.*		476,215		20,220,089
Huntington Bancshares, Inc.		3,132,186		21,267,543

Biotechnology—1.3%
Bio-Rad Laboratories, Inc., Class A*		18,336		2,294,200
Life Technologies Corporation*		290,151		16,016,335

Chemicals—3.9%
Airgas, Inc.		308,651		21,435,812
Albemarle Corporation		208,212		14,689,357
Solutia, Inc.*		733,579		19,329,807

Coal—1.0%
Arch Coal, Inc.		407,295		13,970,218

Commercial services—4.9%
The Western Union Company		1,011,402		21,492,293
Total System Services, Inc.		913,549		17,220,399
Towers Watson & Company, Class A		273,763		15,703,046
United Rentals, Inc.*		542,288		15,954,113

Diversified financial services—5.5%
Ameriprise Financial, Inc.		269,063		16,698,050
Discover Financial Services		1,167,725		29,006,289
IntercontinentalExchange, Inc.*		139,645		16,806,276
SLM Corporation*		853,017		14,151,552

Electric—1.3%
ITC Holdings Corporation		264,605		18,768,433

Electrical components & equipment—1.1%
General Cable Corporation*		305,135		14,799,048

Electronics—5.3%
Amphenol Corporation, Class A		519,979		29,072,026
Avnet, Inc.*		845,615		30,712,737
Dolby Laboratories, Inc., Class A*		282,402		14,137,044

Engineering & construction—2.6%
Chicago Bridge & Iron Company NV		413,804		16,775,614
KBR, Inc.		499,469		19,164,626

Food—1.6%
TreeHouse Foods, Inc.*		374,334		22,710,844

Healthcare products—4.2%
Hospira, Inc.*		187,200		10,619,856
ResMed, Inc.*		407,411		12,992,337
St. Jude Medical, Inc.		665,776		35,579,069

Healthcare services—2.3%
Laboratory Corporation of America Holdings*		144,647		13,954,096
Mednax, Inc.*		253,945		18,009,779

Insurance—6.4%
Aflac, Inc.		259,264		14,568,044
Allied World Assurance Co. Holdings Ltd.		544,699		35,389,094
Reinsurance Group of America, Inc.		319,160		20,202,828



Common stocks—98.4%	Shares		Value
Willis Group Holdings PLC		520,885		$21,522,968

Internet—1.0%
Expedia, Inc.		542,315		13,574,144

Leisure time—1.9%
Royal Caribbean Cruises Ltd.*		651,692		25,950,375

Lodging—2.1%
Wyndham Worldwide Corporation		863,897		29,899,475

Machinery-diversified—1.0%
Rockwell Automation, Inc.		156,698		13,653,097

Media—2.9%
John Wiley & Sons, Inc., Class A		358,661		18,266,605
Liberty Media Corporation-Starz, Series A*		299,140		22,988,909

Miscellaneous manufacturer—2.2%
Dover Corporation		206,713		14,064,753
Harsco Corporation		474,428		16,889,637

Oil & gas—3.4%
Cimarex Energy Company		127,455		14,095,248
Nabors Industries Ltd.*		558,207		17,103,462
Whiting Petroleum Corporation*		236,270		16,420,765

Oil & gas services—3.4%
National Oilwell Varco, Inc.		215,841		16,552,846
Oil States International, Inc.*		373,568		31,009,880

Packaging & containers—2.0%
Crown Holdings, Inc.*		377,144		14,105,186
Rock-Tenn Company, Class A		193,461		13,362,351

Pharmaceuticals—3.2%
McKesson Corporation		312,689		25,956,314
Medicis Pharmaceutical Corporation, Class A		59,588		2,112,990
Mylan, Inc.*		602,425		15,012,431

Private equity—1.6%
Blackstone Group LP		1,173,318		22,222,643

Retail—6.2%
Guess?, Inc.		744,168		31,991,782
Kohl’s Corporation		461,940		24,348,857
Staples, Inc.		1,432,824		30,289,899

Semiconductors—4.2%
Avago Technologies Ltd.		322,894		10,804,033
Lam Research Corporation*		596,475		28,815,707
Varian Semiconductor Equipment Associates, Inc.*		432,290		18,125,920

Software—5.0%
Check Point Software Technologies Ltd.*		640,562		35,186,071
Progress Software Corporation*		488,429		14,481,920
Solera Holdings, Inc.		385,383		21,196,065

Telecommunications—3.3%
Crown Castle International Corporation*		484,495		20,765,456
Harris Corporation		488,051		25,930,150

Transportation—1.9%
JB Hunt Transport Services, Inc.		291,630		13,904,918
Tidewater, Inc.		219,765		13,078,215
Total common stocks (cost $1,210,419,215)				1,381,384,948

Total investment portfolio (cost $1,210,419,215) 98.4%				1,381,384,948

Other assets in excess of liabilities 1.6%				22,393,363

Net assets 100.0%				$1,403,778,311

* Non-income producing security


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

Investment Portfolios


(UNAUDITED)		04.30.2011


EAGLE MID CAP STOCK FUND (cont’d)
Sector allocation
Sector	Percent of net assets
Industrial		20.2%
Consumer, non-cyclical		17.5%
Financial		16.5%
Consumer, cyclical		13.5%
Technology		9.2%
Communications		8.4%
Energy		7.8%
Basic materials		4.0%
Utilities		1.3%


EAGLE SMALL CAP CORE VALUE FUND
Common stocks—96.2%	Shares		Value
Aerospace/defense—1.9%
HEICO Corporation, Class A		23,239		$826,370
Orbital Sciences Corporation*		47,522		894,839

Apparel—0.7%
Carter’s, Inc.*		20,353		629,315

Banks—5.0%
Cardinal Financial Corporation		54,561		613,266
First Financial Bancorp		30,098		496,015
First Republic Bank*		2,425		76,024
Oriental Financial Group, Inc.		66,727		864,782
PrivateBancorp, Inc.		76,948		1,211,161
Signature Bank*		6,581		383,080
Texas Capital Bancshares, Inc.*		25,951		669,536

Biotechnology—2.3%
Charles River Laboratories International, Inc.*		16,730		705,839
Cubist Pharmaceuticals, Inc.*		39,057		1,322,079

Chemicals—4.0%
Albemarle Corporation		21,060		1,485,783
Arch Chemicals, Inc.		14,620		565,355
Kraton Performance Polymers, Inc.*		16,249		750,054
Westlake Chemical Corporation		11,077		727,205

Coal—1.9%
Alpha Natural Resources, Inc.*		19,037		1,107,382
Arch Coal, Inc.		16,345		560,633

Commercial services—7.3%
Chemed Corporation		19,325		1,345,600
Cross Country Healthcare, Inc.*		41,047		304,569
Euronet Worldwide, Inc.*		45,624		855,450
FTI Consulting, Inc.*		20,715		826,528
Gartner, Inc.*		15,505		665,320
Net 1 UEPS Technologies, Inc.*		83,221		697,392
On Assignment, Inc.*		91,170		1,000,135
Parexel International Corporation*		28,994		804,873

Computers—2.3%
Electronics for Imaging, Inc.*		51,535		925,569
NCR Corporation*		53,755		1,064,887

Distribution/wholesale—1.4%
Ingram Micro, Inc., Class A*		46,065		862,797
School Specialty, Inc.*		21,186		313,765



Common stocks—96.2%	Shares		Value
Diversified financial services—4.6%
Cohen & Steers, Inc.		29,695		$934,205
Investment Technology Group, Inc.*		51,555		882,106
MarketAxess Holdings, Inc.		43,036		1,047,927
SWS Group, Inc.		63,684		388,472
The NASDAQ OMX Group, Inc.*		29,375		796,062

Electric—1.9%
Allete, Inc.		41,619		1,685,153

Electrical components & equipment—1.0%
Belden, Inc.		23,420		890,663

Electronics—0.9%
FLIR Systems, Inc.		21,650		762,513

Engineering & construction—2.6%
Dycom Industries, Inc.*		67,343		1,000,717
URS Corporation*		30,138		1,348,675

Food—1.3%
Sara Lee Corporation		58,480		1,122,816

Gas—1.7%
AGL Resources, Inc.		35,050		1,454,925

Healthcare products—2.2%
Merit Medical Systems, Inc.*		82,938		1,934,114

Healthcare services—4.4%
AMERIGROUP Corporation*		26,348		1,799,568
Amsurg Corporation*		46,700		1,254,362
Mednax, Inc.*		12,150		861,678

Household products/wares—1.0%
Jarden Corporation		24,472		890,536

Insurance—3.7%
Allied World Assurance Co. Holdings Ltd.		9,235		599,998
American Equity Investment Life Holding Company		84,274		1,083,764
Assured Guaranty Ltd.		35,850		609,450
Platinum Underwriters Holdings Ltd.		11,420		431,790
Tower Group, Inc.		24,230		554,140

Internet—2.8%
1-800-Flowers.com, Inc., Class A*		134,310		449,938
DealerTrack Holdings, Inc.*		41,628		934,965
Equinix, Inc.*		10,661		1,073,136

Machinery-diversified—3.0%
AGCO Corporation*		14,360		826,849
Altra Holdings, Inc.*		28,538		724,580
IDEX Corporation		24,205		1,135,699

Media—1.2%
John Wiley & Sons, Inc., Class A		20,960		1,067,493

Metal fabricate/hardware—0.6%
Kaydon Corporation		13,190		510,453

Mining—2.3%
Gammon Gold, Inc.*		85,878		936,929
IAMGOLD Corporation		51,910		1,077,132

Miscellaneous manufacturer—5.2%
AptarGroup, Inc.		16,095		844,183
Barnes Group, Inc.		40,645		1,005,557
Harsco Corporation		46,480		1,654,688
Matthews International Corporation, Class A		26,910		1,080,167


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

Investment Portfolios


(UNAUDITED)			04.30.2011


EAGLE SMALL CAP CORE VALUE FUND (cont’d)
Common stocks—96.2%	Shares		Value
Oil & gas—3.0%
Comstock Resources, Inc.*		22,270		$713,976
Range Resources Corporation		11,660		658,207
Rosetta Resources, Inc.*		29,440		1,352,179

Oil & gas services—3.2%
Dresser-Rand Group, Inc.*		31,176		1,637,987
Oceaneering International, Inc.*		13,186		1,152,720

Packaging & containers—0.5%
Silgan Holdings, Inc.		10,031		460,022

Pharmaceuticals—1.7%
Herbalife Ltd.		16,966		1,523,207

Real estate investment trusts—2.6%
BioMed Realty Trust, Inc.		27,095		537,565
Campus Crest Communities, Inc.		44,069		520,896
Government Properties Income Trust		25,588		701,623
Healthcare Realty Trust, Inc.		23,815		543,935

Retail—4.1%
AerCap Holdings NV*		43,003		615,803
AFC Enterprises, Inc.*		84,180		1,267,751
Nu Skin Enterprises, Inc., Class A		22,985		737,589
Stage Stores, Inc.		52,596		1,012,999

Savings & loans—3.7%
BankUnited, Inc.		48,500		1,362,365
Beneficial Mutual Bancorp, Inc.*		72,081		622,059
Berkshire Hills Bancorp, Inc.		30,694		684,476
People’s United Financial, Inc.		43,795		599,554

Semiconductors—1.6%
Emulex Corporation*		52,466		508,396
Intersil Corporation, Class A		28,955		427,665
Rovi Corporation*		8,646		419,850

Software—4.9%
ACI Worldwide, Inc.*		25,599		845,791
Aspen Technology, Inc.*		108,997		1,633,865
Avid Technology, Inc.*		27,205		505,469
Bottomline Technologies, Inc.*		43,961		1,221,237

Telecommunications—2.9%
Alaska Communications Systems Group, Inc.		89,307		863,599
Cbeyond, Inc.*		44,063		562,244
NeuStar, Inc., Class A*		27,290		733,828
Neutral Tandem, Inc.*		30,945		473,149

Transportation—0.8%
Genesee & Wyoming, Inc., Class A*		11,600		718,968
Total common stocks (cost $53,052,147)				84,829,980

Investment companies—0.5%
Solar Capital Ltd.		16,215		411,537
Total investment companies (cost $377,555)				411,537

Total investment portfolio (cost $53,429,702) 96.7%				85,241,517

Other assets in excess of liabilities 3.3%				2,918,962

Net assets 100.0%				$88,160,479

* Non-income producing security



Sector allocation
Sector	Percent of net assets
Consumer, non-cyclical		20.3%
Financial		20.0%
Industrial		16.7%
Technology		8.6%
Energy		8.1%
Communications		6.9%
Basic materials		6.3%
Consumer, cyclical		6.2%
Utilities		3.6%


EAGLE SMALL CAP GROWTH FUND
Common stocks—98.5%	Shares		Value
Aerospace/defense—1.3%
Triumph Group, Inc.		162,036		$13,954,540

Airlines—0.6%
JetBlue Airways Corporation*		1,181,975		6,689,979

Apparel—2.6%
Deckers Outdoor Corporation*		165,395		14,035,420
Steven Madden Ltd.*		254,543		13,528,960

Auto parts & equipment—5.7%
American Axle & Manufacturing Holdings, Inc.*		836,275		10,704,320
Meritor, Inc.*		1,073,417		18,473,507
Tenneco, Inc.*		318,121		14,700,371
WABCO Holdings, Inc.*		216,180		15,964,893

Banks—0.4%
UMB Financial Corporation		104,270		4,390,810

Biotechnology—1.7%
Regeneron Pharmaceuticals, Inc.*		207,668		10,613,911
Seattle Genetics, Inc.*		420,711		6,988,010

Chemicals—3.5%
Huntsman Corporation		1,269,826		26,475,872
Intrepid Potash, Inc.*		296,145		10,145,928

Coal—1.4%
Cloud Peak Energy, Inc.*		449,250		9,353,385
James River Coal Company*		234,357		5,465,205

Commercial services—8.1%
FTI Consulting, Inc.*		417,660		16,664,634
Monster Worldwide, Inc.*		423,383		6,947,715
Parexel International Corporation*		378,190		10,498,554
Sotheby’s		393,530		19,881,136
SuccessFactors, Inc.*		366,593		12,709,779
The Geo Group, Inc.*		649,350		17,324,658

Computers—2.5%
Radiant Systems, Inc.*		549,606		10,948,152
Riverbed Technology, Inc.*		409,291		14,382,486

Diversified financial services—1.7%
Duff & Phelps Corporation, Class A		382,247		5,882,781
Janus Capital Group, Inc.		532,641		6,482,241
optionsXpress Holdings, Inc.		259,202		4,779,685


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

Investment Portfolios


(UNAUDITED)		04.30.2011


EAGLE SMALL CAP GROWTH FUND (cont’d)
Common stocks—98.5%	Shares		Value
Electrical components & equipment—1.5%
GrafTech International Ltd.*		662,560		$15,371,392

Electronics—2.6%
Coherent, Inc.*		343,359		21,463,371
Gentex Corporation		177,920		5,577,792

Entertainment—3.0%
Bally Technologies, Inc.*		346,067		13,493,152
Pinnacle Entertainment, Inc.*		437,260		6,069,169
Shuffle Master, Inc.*		1,023,734		11,189,413

Environmental control—1.5%
Waste Connections, Inc.		503,155		15,482,079

Food—1.5%
The Fresh Market, Inc.*		364,029		15,223,693

Hand/machine tools—1.6%
Regal-Beloit Corporation		217,576		16,490,085

Healthcare products—4.6%
Bruker Corporation*		538,421		10,628,431
Sirona Dental Systems, Inc.*		319,571		18,237,917
Thoratec Corporation*		477,712		14,665,758
Vital Images, Inc.*		240,900		4,490,376

Healthcare services—2.2%
Centene Corporation*		467,497		16,937,416
ICON PLC, Sponsored ADR*		267,243		6,563,488

Home furnishings—3.1%
DTS, Inc.*		402,562		17,736,882
Universal Electronics, Inc.*		539,287		14,932,857

Internet—3.0%
Sapient Corporation*		853,442		10,774,705
TIBCO Software, Inc.*		685,879		20,569,511

Metal fabricate/hardware—0.6%
Northwest Pipe Company*		244,169		5,874,706

Mining—1.2%
Titanium Metals Corporation*		638,898		12,797,127

Oil & gas—0.8%
Brigham Exploration Company*		252,625		8,470,516

Oil & gas services—6.2%
Lufkin Industries, Inc.		469,907		43,386,513
OYO Geospace Corporation*		218,552		20,386,531

Pharmaceuticals—5.0%
BioMarin Pharmaceutical, Inc.*		365,283		9,822,460
Catalyst Health Solutions, Inc.*		191,160		11,385,490
Herbalife Ltd.		152,592		13,699,710
Impax Laboratories, Inc.*		251,295		6,880,457
Salix Pharmaceuticals Ltd.*		254,925		10,016,003

Real estate investment trusts—0.5%
Redwood Trust, Inc.		357,184		5,654,223



Common stocks—98.5%	Shares		Value
Retail—10.4%
BJ’s Restaurants, Inc.*		510,215		$23,954,594
Cash America International, Inc.		394,884		18,737,246
Chico’s FAS, Inc.		796,398		11,651,303
Genesco, Inc.*		596,358		24,080,936
GNC Holdings, Inc., Class A*		593,825		11,312,366
Vitamin Shoppe, Inc.*		472,451		18,435,038

Semiconductors—5.9%
NetLogic Microsystems, Inc.*		284,599		12,274,755
Rovi Corporation*		162,105		7,871,819
Teradyne, Inc.*		615,110		9,903,271
Varian Semiconductor Equipment Associates, Inc.*		450,713		18,898,396
Veeco Instruments, Inc.*		214,050		10,944,376

Software—9.8%
Allscripts Healthcare Solutions, Inc.*		406,510		8,756,225
ANSYS, Inc.*		351,238		19,419,949
Informatica Corporation*		453,882		25,421,931
MedAssets, Inc.*		565,566		9,060,367
Medidata Solutions, Inc.*		606,468		15,568,034
QLIK Technologies, Inc.*		385,988		12,374,775
Quality Systems, Inc.		122,444		10,985,676

Telecommunications—2.2%
EMS Technologies, Inc.*		504,109		12,733,793
Plantronics, Inc.		284,471		10,545,340

Transportation—1.8%
Atlas Air Worldwide Holdings, Inc.*		143,475		9,886,862
Landstar System, Inc.		203,567		9,649,076
Total common stocks (cost $709,071,832)				1,024,724,283

Total investment portfolio (cost $709,071,832) 98.5%				1,024,724,283

Other assets in excess of liabilities 1.5%				15,441,165

Net assets 100.0%				$1,040,165,448

* Non-income producing security

ADR—American depository receipt



Sector allocation
Sector	Percent of net assets
Consumer, cyclical		25.5%
Consumer, non-cyclical		23.1%
Technology		18.0%
Industrial		10.9%
Energy		8.4%
Communications		5.2%
Basic materials		4.8%
Financial		2.6%


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

[THIS PAGE INTENTIONALLY LEFT BLANK]

Statements of Assets and Liabilities


(UNAUDITED)		04.30.2011


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

Assets
Investments, at value (a)		$661,109,464			$252,416,646			$76,097,557			$98,975,276
Cash		6,541,699			5,867,097			—			1,064,022
Foreign currency (identified cost $81,818 and $357,247)		—			82,173			370,885			—
Receivable for investments sold		16,168,973			—			1,042,060			508,922
Receivable for fund shares sold		2,127,251			525,097			56,614			573,374
Receivable for dividends and interest		276,167			220,196			236,556			724,418
Receivable for recoverable foreign withholding taxes		—			136,784			112,754			103
Prepaid expenses		64,659			14,122			—			49,148
Unrealized gain on forward foreign currency exchange contracts		—			—			7,008			—
Total assets		686,288,213			259,262,115			77,923,434			101,895,263

Liabilities
Payable for investments purchased		7,755,623			—			146,742			—
Payable for fund shares redeemed		1,383,427			110,973			306,645			725,130
Payable to the custodian		18,586			17,700			685,856			5,847
Accrued investment advisory fees		325,131			113,363			35,495			25,196
Accrued administrative fees		79,808			30,337			9,296			12,534
Accrued distribution fees		178,606			97,654			40,356			45,784
Accrued transfer agent and shareholder servicing fees		173,076			38,604			46,417			550
Accrued fund accounting fees		45,472			25,853			21,555			22,787
Accrued trustees and officers compensation		9,810			9,255			9,189			2,870
Other accrued expenses		29,541			964			2,371			9,434
Unrealized loss on forward foreign currency exchange contracts		—			—			151,561			—
Total liabilities		9,999,080			444,703			1,455,483			850,132
Net assets		676,289,133			258,817,412			76,467,951			101,045,131

Net assets consists of
Paid-in capital		555,568,422			228,250,484			139,116,217			100,562,186
Undistributed net investment income (loss)		(486,030	)		211,551			(993,952	)		10,400
Accumulated net realized gain (loss)		(63,916,485	)		(11,428,208	)		(80,935,260	)		(2,206	)
Net unrealized loss on forward foreign currency contracts		—			—			(144,553	)		—
Net unrealized appreciation on investments and other assets and liabilities denominated in foreign currencies		185,123,226			41,783,585			19,425,499			474,751
Net assets		676,289,133			258,817,412			76,467,951			101,045,131

Net assets, at market value
Class A		554,128,584			153,011,200			35,574,289			49,837,030
Class C		83,286,822			82,572,998			40,712,747			48,378,380
Class I		11,827,422			22,704,836			175,289			2,778,334
Class R-3		679,398			525,368			2,781			48,767
Class R-5		26,366,907			3,010			2,845			2,620

Net asset value (“NAV”), offering and redemption price per share
Class A		$29.71			$14.22			$23.14			$14.79
Maximum offering price (b)		$31.19			$14.93			$24.29			$15.37
Class C		$25.82			$13.79			$20.85			$14.77
Class I		$30.30			$14.20			$23.25			$14.81
Class R-3		$29.44			$14.19			$22.58			$14.78
Class R-5		$30.25			$14.21			$23.11			$14.77

Shares of beneficial interest outstanding
Class A		18,650,611			10,763,133			1,537,428			3,370,290
Class C		3,226,047			5,985,770			1,952,696			3,275,701
Class I		390,345			1,598,875			7,538			187,592
Class R-3		23,077			37,022			123			3,299
Class R-5		871,595			212			123			177

(a) Identified cost		$475,986,238			$210,649,156			$56,711,507			$98,500,525

(b) 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.


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

Statements of Assets and Liabilities


(UNAUDITED)			04.30.2011


Eagle Large Cap Core Fund			Eagle Mid Cap Growth Fund			Eagle Mid Cap Stock Fund			Eagle Small Cap Core Value Fund			Eagle Small Cap Growth Fund


	$150,547,107			$353,500,733			$1,381,384,948			$85,241,517			$1,024,724,283
	10,344,004			6,659,746			—			2,796,863			20,578,511
	—			—			—			—			—
	—			—			96,029,716			491,854			3,861,104
	299,755			2,236,337			1,820,740			181,365			5,188,162
	99,487			68,289			97,258			33,777			26,632
	—			—			—			—			—
	—			40,462			70,176			—			92,395
	—			—			—			—			—
	161,290,353			362,505,567			1,479,402,838			88,745,376			1,054,471,087


	—			2,271,123			71,062,537			237,717			12,529,375
	213,258			350,286			2,280,285			182,090			860,024
	6,392			9,634			531,740			6,850			17,671
	50,925			165,227			627,922			16,758			457,880
	13,868			40,141			155,575			7,864			99,686
	10,516			109,374			372,784			8,029			166,153
	75,968			26,005			470,933			39,667			87,843
	20,518			26,152			81,242			17,274			46,252
	9,199			9,199			9,200			9,199			9,199
	57,158			33,087			32,309			59,449			31,556
	—			—			—			—			—
	457,802			3,040,228			75,624,527			584,897			14,305,639
	160,832,551			359,465,339			1,403,778,311			88,160,479			1,040,165,448


	191,126,530			260,024,752			1,208,100,492			46,971,908			773,714,895
	160,011			(946,652	)		(998,798	)		(57,376	)		(2,394,801	)
	(62,890,306	)		16,789,278			25,710,883			9,434,132			(46,807,097	)
	—			—			—			—			—
	32,436,316			83,597,961			170,965,734			31,811,815			315,652,451
	160,832,551			359,465,339			1,403,778,311			88,160,479			1,040,165,448


	11,814,111			229,279,199			769,561,153			13,314,949			399,556,850
	9,998,889			80,394,157			265,158,336			6,744,612			109,451,727
	138,990,199			43,570,228			279,497,492			68,086,918			418,257,202
	2,986			2,824,266			5,030,726			10,563			9,511,672
	26,366			3,397,489			84,530,604			3,437			103,387,997


	$15.28			$34.17			$29.41			$22.36			$42.93
	$16.04			$35.87			$30.88			$23.48			$45.07
	$15.00			$30.01			$25.73			$21.88			$36.27
	$15.26			$34.88			$29.94			$22.61			$43.77
	$15.25			$33.94			$29.14			$22.30			$42.53
	$15.60			$34.86			$29.99			$22.60			$43.75


	773,331			6,710,651			26,166,335			595,570			9,307,551
	666,562			2,678,919			10,303,996			308,240			3,018,008
	9,109,027			1,249,211			9,334,822			3,011,831			9,554,800
	196			83,216			172,621			474			223,633
	1,691			97,467			2,818,716			152			2,362,938

	$118,110,791			$269,902,772			$1,210,419,215			$53,429,702			$709,071,832


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

Statements of Operations


(UNAUDITED)		04.30.2011


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

Investment Income
Dividends (a)		$3,585,955			$3,714,409			$574,621			$188
Interest		—			425			—			1,139,868
Total Income		3,585,955			3,714,834			574,621			1,140,056

Expenses
Investment advisory fees		1,885,350			596,887			328,287			154,511
Administrative fees
Class A		381,411			105,068			26,342			37,054
Class C		61,711			57,321			31,343			37,794
Class I		5,826			7,620			163			1,578
Class R-3		534			347			2			40
Class R-5		12,627			2			2			2
Distribution and service fees
Class A		635,683			175,112			43,904			61,756
Class C		411,403			382,138			208,951			251,957
Class R-3		1,781			1,158			7			131
Transfer agent and shareholder servicing fees
Class A		363,983			76,158			28,617			8,968
Class C		59,564			41,608			34,253			9,093
Class I		8,417			7,736			300			555
Class R-3		516			250			2			9
Class R-5		18,205			2			2			—
Fund accounting fees		23,568			8,709			2,897			3,863
Professional fees		44,371			46,037			46,286			33,030
State qualification expenses		78,635			63,446			47,686			37,065
Organizational costs		—			—			—			—
Offering costs		—			—			—			26,827
Reports to shareholders		23,919			7,781			5,160			1,545
Trustees and officers compensation		23,897			24,810			24,835			23,057
Custodian fees		14,832			12,923			106,357			5,010
Internal audit fees		2,151			2,151			2,151			2,151
Other		13,601			10,179			13,130			5,047
Total expenses before adjustments		4,071,985			1,627,443			950,677			701,043
Fees and expenses waived		—			—			(133,075	)		(65,652	)
Recovered fees previously waived by Manager		—			2,370			—			—
Expense offsets		—			—			—			—
Total expenses after adjustments		4,071,985			1,629,813			817,602			635,391

Net investment income (loss)		(486,030	)		2,085,021			(242,981	)		504,665

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		4,524,269			(140,678	)		3,745,516			6,272
Net realized loss on foreign currency transactions		—			(82,218	)		(335,127	)		—
Net change in unrealized appreciation on forward foreign currency contracts		—			—			11,989			—
Net change in unrealized appreciation (depreciation) on investments and other assets and liabilities denominated in foreign currencies		73,902,447			23,773,951			4,167,650			(1,864,102	)
Net gain (loss) on investments		78,426,716			23,551,055			7,590,028			(1,857,830	)

Net increase (decrease) in net assets resulting from operations		77,940,686			25,636,076			7,347,047			(1,353,165	)

(a) Net of foreign withholding taxes		$ —			$91,680			$51,611			$ —


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

Statements of Operations


(UNAUDITED)			04.30.2011


Eagle Large Cap Core Fund			Eagle Mid Cap Growth Fund			Eagle Mid Cap Stock Fund			Eagle Small Cap Core Value Fund			Eagle Small Cap Growth Fund


	$1,238,270			$948,556			$7,632,451			$466,974			$1,664,284
	245			—			—			—			1
	1,238,515			948,556			7,632,451			466,974			1,664,285


	446,591			840,438			3,944,432			236,700			2,177,232

	8,364			135,842			570,436			8,635			249,219
	7,047			51,097			189,630			4,311			66,613
	64,144			13,984			167,973			30,816			126,967
	2			1,814			3,037			2			2,569
	12			253			37,793			2			34,135

	13,940			226,402			950,723			14,391			415,362
	46,977			340,649			1,264,200			28,738			444,084
	7			6,047			10,124			8			8,562

	10,013			79,708			510,454			10,246			162,314
	8,514			30,292			168,594			5,085			43,381
	115,710			11,852			235,521			55,374			113,554
	2			1,069			2,578			3			1,472
	22			183			50,447			3			32,315
	5,583			10,506			53,593			2,959			28,005
	36,911			37,443			37,289			36,649			37,996
	51,883			54,434			80,505			50,788			64,442
	—			—			—			—			—
	—			—			—			—			—
	11,692			6,660			59,524			6,226			15,176
	24,831			24,831			24,831			24,831			24,831
	5,572			8,281			33,315			5,734			14,796
	2,151			2,151			2,151			2,151			2,151
	8,151			8,583			26,093			6,933			11,262
	868,119			1,892,519			8,423,243			530,585			4,076,438
	(81,340	)		—			—			(85,847	)		—
	1,032			2,689			—			845			—
	—			—			—			—			—
	787,811			1,895,208			8,423,243			445,583			4,076,438

	450,704			(946,652	)		(790,792	)		21,391			(2,412,153	)


	2,092,365			24,244,876			225,388,452			9,516,232			6,111,134
	—			—			—			—			—
	—			—			—			—			—
	20,888,344			29,914,943			(12,995,735	)		7,708,804			169,830,258
	22,980,709			54,159,819			212,392,717			17,255,036			175,941,392

	23,431,413			53,213,167			211,601,925			17,246,427			173,529,239

	$4,021			$2,385			$7,687			$1,290			$ —


The accompanying notes are an integral part of the financial statements.			37

Statements of Changes in Net Assets


	Eagle Capital Appreciation Fund						Eagle Growth & Income Fund						Eagle International Equity Fund
	11/1/10 to 4/30/11			11/1/09 to 10/31/10			11/1/10 to 4/30/11			11/1/09 to 10/31/10			11/1/10 to 4/30/11			11/1/09 to 10/31/10

Net assets, beginning of period		$586,465,458			$486,558,402			$208,708,199			$141,502,238			$84,065,854			$117,155,129
Increase (decrease) in net assets from operations
Net investment income (loss)		(486,030	)		(1,445,633	)		2,085,021			2,499,128			(242,981	)		35,268
Net realized gain (loss) on investments		4,524,269			39,004,380			(140,678	)		9,269,475			3,745,516			6,638,065
Net realized gain (loss) on foreign currency transactions (b)		—			—			(82,218	)		22,462			(335,127	)		5,037,812
Net change in unrealized appreciation (depreciation) on forward foreign currency contracts		—			—			—			—			11,989			109,173
Net change in unrealized appreciation (depreciation) on translation of assets and liabilities denominated in foreign currencies		73,902,447			39,015,018			23,773,951			8,842,112			4,167,650			(3,461,843	)
Net increase (decrease) in net assets resulting from operations		77,940,686			76,573,765			25,636,076			20,633,177			7,347,047			8,358,475
Distributions to shareholders from
Net investment income		—			—			(2,002,032	)		(2,609,394	)		(1,589,549	)		—
Net realized gains		—			—			—			—			—			—
Net distributions to shareholders		—			—			(2,002,032	)		(2,609,394	)		(1,589,549	)		—
Fund share transactions
Proceeds from shares sold-Class A		97,265,758			149,725,649			24,820,347			52,191,244			2,251,599			3,916,862
Issued as reinvestment of distributions-Class A		—			—			1,149,353			1,603,407			785,708			—
Cost of shares redeemed-Class A		(75,849,801	)		(106,706,998	)		(15,457,000	)		(27,342,629	)		(7,337,722	)		(22,989,844	)
Proceeds from shares sold-Class C		1,815,843			4,868,915			8,343,527			24,447,566			558,549			1,816,635
Issued as reinvestment of distributions-Class C		—			—			412,845			535,148			693,884			—
Cost of shares redeemed-Class C		(9,980,240	)		(19,600,206	)		(5,584,619	)		(8,492,918	)		(10,036,926	)		(24,458,321	)
Proceeds from shares sold-Class I		1,595,256			8,850,238			13,865,995			8,066,516			41,017			270,089
Issued as reinvestment of distributions-Class I		—			—			67,222			30,336			8,749			—
Cost of shares redeemed-Class I		(2,466,831	)		(13,574,129	)		(1,225,993	)		(1,945,750	)		(320,397	)		(8,139	)
Proceeds from shares sold-Class R-3		50,167			156,530			230,182			86,232			—			2,484
Issued as reinvestment of distributions-Class R-3		—			—			3,755			4,819			64			—
Cost of shares redeemed-Class R-3		(133,384	)		(293,981	)		(150,476	)		(4,332	)		—			—
Proceeds from shares sold-Class R-5		2,514,910			4,528,599			—			2,500			—			2,484
Issued as reinvestment of distributions-Class R-5		—			—			31			39			74			—
Cost of shares redeemed-Class R-5		(2,928,689	)		(4,621,326	)		—			—			—			—
Net increase (decrease) from fund share transactions		11,882,989			23,333,291			26,475,169			49,182,178			(13,355,401	)		(41,447,750	)
Increase (decrease) in net assets		89,823,675			99,907,056			50,109,213			67,205,961			(7,597,903	)		(33,089,275	)
Net assets, end of period (a)		676,289,133			586,465,458			258,817,412			208,708,199			76,467,951			84,065,854
(a) Includes undistributed net investment income (accumulated net investment loss) of:		$(486,030	)		$—			$211,551			$128,562			$(993,952	)		$838,578

(b) Includes Brazilian IOF tax of:		$—			$—			$—			$95,841			$—			$47,204

Shares issued and redeemed
Shares sold-Class A		3,457,920			6,000,458			1,833,995			4,303,364			103,093			196,275
Issued as reinvestment of distributions-Class A		—			—			84,909			129,429			36,528			—
Shares redeemed-Class A		(2,700,974	)		(4,304,324	)		(1,140,512	)		(2,253,952	)		(336,393	)		(1,148,100	)
Shares sold-Class C		74,094			223,275			631,191			2,065,409			28,306			99,989
Issued as reinvestment of distributions-Class C		—			—			31,494			44,494			35,712			—
Shares redeemed-Class C		(408,026	)		(906,784	)		(422,987	)		(725,189	)		(509,445	)		(1,355,217	)
Shares sold-Class I		55,704			349,516			1,016,264			662,146			1,883			12,771
Issued as reinvestment of distributions-Class I		—			—			4,928			2,436			405			—
Shares redeemed-Class I		(85,647	)		(544,288	)		(90,477	)		(159,433	)		(14,603	)		(398	)
Shares sold-Class R-3		1,783			6,347			16,764			7,095			—			120
Issued as reinvestment of distributions-Class R-3		—			—			278			389			3			—
Shares redeemed-Class R-3		(4,668	)		(11,874	)		(10,944	)		(364	)		—			—
Shares sold-Class R-5		87,677			180,019			—			206			—			120
Issued as reinvestment of distributions-Class R-5		—			—			3			3			3			—
Shares redeemed-Class R-5		(101,767	)		(182,893	)		—			—			—			—
Shares issued and redeemed		376,096			809,452			1,954,906			4,076,033			(654,508	)		(2,194,440	)

(c) For the period March 1, 2010 (commencement of operations) to October 31, 2010.


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

Statements of Changes in Net Assets


Eagle Investment Grade Bond Fund						Eagle Large Cap Core Fund						Eagle Mid Cap Growth Fund						Eagle Mid Cap Stock Fund						Eagle Small Cap Core Value Fund						Eagle Small Cap Growth Fund
11/1/10 to 4/30/11			3/1/10 to 10/31/10 (c)			11/1/10 to 4/30/11			11/1/09 to 10/31/10			11/1/10 to 4/30/11			11/1/09 to 10/31/10			11/1/10 to 4/30/11			11/1/09 to 10/31/10			11/1/10 to 4/30/11			11/1/09 to 10/31/10			11/1/10 to 4/30/11			11/1/09 to 10/31/10

	$101,706,495			$—			$137,049,995			$124,850,857			$214,455,420			$146,725,344			$1,391,084,078			$1,360,595,478			$70,856,563			$57,833,435			$485,861,025			$312,128,302

	504,665			451,278			450,704			700,700			(946,652	)		(1,001,675	)		(790,792	)		(4,836,933	)		21,391			(33,045	)		(2,412,153	)		(2,364,043	)
	6,272			583,815			2,092,365			(687,281	)		24,244,876			20,612,479			225,388,452			188,681,537			9,516,232			6,302,357			6,111,134			27,149,881
	—			—			—			—			—			—			—			—			—			—			—			—
	—			—			—			—			—			—			—			—			—			—			—			—
	(1,864,102	)		2,338,853			20,888,344			12,221,695			29,914,943			28,428,715			(12,995,735	)		67,597,572			7,708,804			7,159,467			169,830,258			89,359,536
	(1,353,165	)		3,373,946			23,431,413			12,235,114			53,213,167			48,039,519			211,601,925			251,442,176			17,246,427			13,428,779			173,529,239			114,145,374

	(697,142	)		(390,219	)		(816,734	)		(965,747	)		—			—			—			—			(38,788	)		(37,833	)		—			—
	(539,278	)		—			—			—			—			—			—			—			(6,284,232	)		(2,027,828	)		—			—
	(1,236,420	)		(390,219	)		(816,734	)		(965,747	)		—			—			—			—			(6,323,020	)		(2,065,661	)		—			—

	13,196,723			49,701,658			2,006,031			1,027,312			75,033,800			42,506,699			74,904,232			128,278,437			1,882,166			3,560,591			121,188,224			84,639,975
	533,626			197,353			19,110			47,259			—			—			—			—			782,925			189,893			—			—
	(10,511,642	)		(3,621,289	)		(2,456,138	)		(2,705,543	)		(19,932,382	)		(29,416,271	)		(154,419,432	)		(345,423,076	)		(1,049,716	)		(591,807	)		(64,564,943	)		(87,144,327	)
	7,978,406			49,411,156			695,383			905,568			13,553,434			7,613,282			12,728,126			17,601,208			777,667			1,500,430			23,112,424			6,678,857
	445,365			94,795			—			—			—			—			—			—			456,887			122,120			—			—
	(8,673,352	)		(971,481	)		(866,699	)		(2,152,862	)		(4,114,349	)		(8,856,506	)		(23,482,663	)		(51,757,572	)		(284,517	)		(539,109	)		(6,775,727	)		(13,128,650	)
	524,591			4,079,421			12,565,796			22,536,089			24,224,563			8,056,660			60,260,161			145,806,783			5,831,664			9,514,382			286,800,836			68,637,014
	34,100			8,584			760,061			876,556			—			—			—			—			4,808,072			1,689,028			—			—
	(1,595,064	)		(234,297	)		(11,555,978	)		(19,609,117	)		(1,066,167	)		(1,104,343	)		(171,275,197	)		(115,530,578	)		(6,832,134	)		(13,790,518	)		(23,974,653	)		(6,871,192	)
	4,161			54,273			—			2,500			1,532,699			1,142,226			2,338,524			2,091,376			7,000			2,500			7,224,935			603,283
	668			73			1			—			—			—			—			—			246			—			—			—
	(9,399	)		(2	)		—			—			(517,802	)		(395,933	)		(1,473,931	)		(1,619,667	)		—			—			(466,849	)		(875,308	)
	—			2,500			240			1,943			3,145,344			146,459			12,383,110			12,675,639			1			2,500			45,972,520			13,651,306
	38			24			149			161			—			—			—			—			248			—			—			—
	—			—			(79	)		(95	)		(62,388	)		(1,716	)		(10,870,622	)		(13,076,126	)		—			—			(7,741,583	)		(6,603,609	)
	1,928,221			98,722,768			1,167,877			929,771			91,796,752			19,690,557			(198,907,692	)		(220,953,576	)		6,380,509			1,660,010			380,775,184			59,587,349
	(661,364	)		101,706,495			23,782,556			12,199,138			145,009,919			67,730,076			12,694,233			30,488,600			17,303,916			13,023,128			554,304,423			173,732,723
	101,045,131			101,706,495			160,832,551			137,049,995			359,465,339			214,455,420			1,403,778,311			1,391,084,078			88,160,479			70,856,563			1,040,165,448			485,861,025
	$10,400			$202,877			$160,011			$526,041			$(946,652	)		$—			$(998,798	)		$(208,006	)		$(57,376	)		$(39,979	)		$(2,394,801	)		$17,352

	$—			$—			$—			$—			$—			$—			$—			$—			$—			$—			$—			$—


	892,136			3,386,111			137,474			80,135			2,350,718			1,703,950			2,688,821			5,564,894			91,138			194,539			3,104,929			2,853,465
	36,364			13,300			1,386			3,799			—			—			—			—			40,109			11,021			—			—
	(714,608	)		(243,013	)		(171,300	)		(214,639	)		(625,291	)		(1,206,055	)		(5,536,785	)		(15,056,052	)		(50,903	)		(32,376	)		(1,656,025	)		(2,982,830	)
	538,429			3,356,355			49,458			71,178			480,678			342,670			522,573			864,380			38,311			82,648			694,240			264,656
	30,436			6,389			—			—			—			—			—			—			23,833			7,154			—			—
	(590,995	)		(64,913	)		(61,819	)		(171,619	)		(150,001	)		(403,429	)		(969,386	)		(2,546,052	)		(13,971	)		(29,832	)		(207,761	)		(527,246	)
	35,469			272,818			878,174			1,774,690			750,686			318,997			2,136,323			6,242,343			280,244			522,393			7,341,986			2,259,675
	2,320			572			55,277			70,690			—			—			—			—			244,064			97,688			—			—
	(108,097	)		(15,490	)		(809,456	)		(1,541,984	)		(32,479	)		(43,583	)		(5,991,930	)		(4,929,633	)		(326,300	)		(753,119	)		(596,499	)		(224,129	)
	282			3,608			—			196			51,233			45,180			84,345			90,539			321			140			179,115			20,780
	46			5			—			—			—			—			—			—			13			—			—			—
	(642	)		—			—			—			(16,102	)		(16,044	)		(54,525	)		(70,503	)		—			—			(12,031	)		(31,062	)
	—			173			17			148			93,675			5,738			429,249			533,966			—			140			1,125,036			457,000
	2			2			10			13			—			—			—			—			12			—			—			—
	—			—			(5	)		(7	)		(1,879	)		(67	)		(385,219	)		(553,223	)		—			—			(193,542	)		(220,826	)
	121,142			6,715,917			79,216			72,600			2,901,238			747,357			(7,076,534	)		(9,859,341	)		326,871			100,396			9,779,448			1,869,483


The accompanying notes are an integral part of the financial statements.			39

Financial Highlights


Fiscal periods†						From investment operations									Dividends & distributions											Ratios to daily 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 (%)		Total return (%) (a)			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 (%)		Total return (%) (a)			Ending net assets (millions)
Eagle Capital Appreciation Fund
Class A*
11/01/10		04/30/11			$26.24		$(0.01	)		$3.48			$3.47			$—			$—			$—			$29.71		1.21	(d)		1.21	(d)		(0.07	)(d)		23		13.22	(e)		$554
11/01/09		10/31/10			22.65		(0.04	)		3.63			3.59			—			—			—			26.24		1.27			1.27			(0.18	)		45		15.85			469
11/01/08		10/31/09			18.58		(0.06	)		4.13			4.07			—			—			—			22.65		1.32			1.32			(0.31	)		54		21.91			367
11/01/07		10/31/08			35.99		(0.13	)		(12.71	)		(12.84	)		—			(4.57	)		(4.57	)		18.58		1.20			1.20			(0.45	)		61		(40.38	)		329
11/01/06		10/31/07			29.67		0.04			6.46	(b)		6.50			—			(0.18	)		(0.18	)		35.99		1.20			1.20			0.11			62		22.02			566
09/01/06		10/31/06	(c)		28.59		(0.01	)		1.09	(b)		1.08			—			—			—			29.67		1.23	(d)		1.23	(d)		(0.19	)(d)		7		3.78	(e)		387
09/01/05		08/31/06			26.28		(0.06	)		2.37	(b)		2.31			—			—			—			28.59		1.19			1.19			(0.23	)		58		8.79			378
Class C*
11/01/10		04/30/11			22.88		(0.10	)		3.04			2.94			—			—			—			25.82		1.96	(d)		1.96	(d)		(0.82	)(d)		23		12.85	(e)		83
11/01/09		10/31/10			19.90		(0.19	)		3.17			2.98			—			—			—			22.88		1.99			1.99			(0.91	)		45		14.97			81
11/01/08		10/31/09			16.45		(0.18	)		3.63			3.45			—			—			—			19.90		2.08			2.08			(1.07	)		54		20.97			84
11/01/07		10/31/08			32.64		(0.30	)		(11.32	)		(11.62	)		—			(4.57	)		(4.57	)		16.45		1.95			1.95			(1.19	)		61		(40.85	)		87
11/01/06		10/31/07			27.13		(0.19	)		5.88	(b)		5.69			—			(0.18	)		(0.18	)		32.64		1.96			1.96			(0.65	)		62		21.09			170
09/01/06		10/31/06	(c)		26.17		(0.04	)		1.00	(b)		0.96			—			—			—			27.13		1.99	(d)		1.99	(d)		(0.94	)(d)		7		3.67	(e)		149
09/01/05		08/31/06			24.29		(0.25	)		2.13	(b)		1.88			—			—			—			26.17		1.94			1.94			(0.98	)		58		7.74			145
Class I*
11/01/10		04/30/11			26.72		0.03			3.55			3.58			—			—			—			30.30		0.92	(d)		0.92	(d)		0.23	(d)		23		13.40	(e)		12
11/01/09		10/31/10			22.98		0.04			3.70			3.74			—			—			—			26.72		0.91			0.91			0.17			45		16.28			11
11/01/08		10/31/09			18.78		0.01			4.19			4.20			—			—			—			22.98		0.94			0.94			0.07			54		22.36			14
11/01/07		10/31/08			36.21		—			(12.86	)		(12.86	)		—			(4.57	)		(4.57	)		18.78		0.79			0.79			(0.01	)		61		(40.16	)		10
11/01/06		10/31/07			29.73		0.17			6.49	(b)		6.66			—			(0.18	)		(0.18	)		36.21		0.80			0.80			0.51			62		22.51			51
09/01/06		10/31/06	(c)		28.63		0.01			1.09	(b)		1.10			—			—			—			29.73		0.85	(d)		0.85	(d)		0.20	(d)		7		3.84	(e)		30
03/21/06		08/31/06			28.93		0.01			(0.31	)(b)		(0.30	)		—			—			—			28.63		0.91	(d)		0.91	(d)		0.07	(d)		58		(1.04	)(e)		26
Class R-3*
11/01/10		04/30/11			26.03		(0.04	)		3.45			3.41			—			—			—			29.44		1.47	(d)		1.47	(d)		(0.32	)(d)		23		13.10	(e)		1
11/01/09		10/31/10			22.52		(0.10	)		3.61			3.51			—			—			—			26.03		1.49			1.49			(0.41	)		45		15.59			1
11/01/08		10/31/09			18.51		(0.10	)		4.11			4.01			—			—			—			22.52		1.49			1.49			(0.51	)		54		21.66			1
11/01/07		10/31/08			35.97		(0.20	)		(12.69	)		(12.89	)		—			(4.57	)		(4.57	)		18.51		1.42			1.42			(0.70	)		61		(40.56	)		0
09/12/07		10/31/07			33.30		(0.05	)		2.72	(b)		2.67			—			—			—			35.97		1.65	(d)		7.17	(d)		(1.26	)(d)		62		8.02	(e)		0
Class R-5*
11/01/10		04/30/11			26.67		0.03			3.55			3.58			—			—			—			30.25		0.91	(d)		0.91	(d)		0.23	(d)		23		13.42	(e)		26
11/01/09		10/31/10			22.94		0.06			3.67			3.73			—			—			—			26.67		0.87			0.87			0.22			45		16.26			24
11/01/08		10/31/09			18.73		0.02			4.19			4.21			—			—			—			22.94		0.87			0.87			0.12			54		22.48			20
11/01/07		10/31/08			36.13		(0.04	)		(12.79	)		(12.83	)		—			(4.57	)		(4.57	)		18.73		0.83			0.83			(0.13	)		61		(40.17	)		16
11/01/06		10/31/07			29.68		0.16			6.47	(b)		6.63			—			(0.18	)		(0.18	)		36.13		0.85			0.85			0.48			62		22.45			12
10/02/06		10/31/06			29.04		—			0.64	(b)		0.64			—			—			—			29.68		0.85	(d)		0.85	(d)		(0.20	)(d)		7		2.20	(e)		7

Eagle Growth & Income Fund
Class A*
11/01/10		04/30/11			12.83		0.14			1.38			1.52			(0.13	)		—			(0.13	)		14.22		1.17	(d)		1.17	(d)		2.02	(d)		15		11.88	(e)		153
11/01/09		10/31/10			11.57		0.20			1.26			1.46			(0.20	)		—			(0.20	)		12.83		1.40			1.30			1.61			50		12.65			128
11/01/08		10/31/09			9.71		0.31			1.86			2.17			(0.31	)		—			(0.31	)		11.57		1.39			1.55			3.12			57		22.88			90
11/01/07		10/31/08			17.77		0.37			(6.27	)		(5.90	)		(0.35	)		(1.81	)		(2.16	)		9.71		1.35			1.33			2.75			64		(37.25	)		61
11/01/06		10/31/07			14.68		0.36			3.60	(b)		3.96			(0.34	)		(0.53	)		(0.87	)		17.77		1.35			1.40			2.28			63		28.17			96
10/01/06		10/31/06	(c)		14.43		0.02			0.34	(b)		0.36			(0.11	)		—			(0.11	)		14.68		1.35	(d)		1.56	(d)		1.33	(d)		4		2.52	(e)		68
10/01/05		09/30/06			13.81		0.38			1.43	(b)		1.81			(0.34	)		(0.85	)		(1.19	)		14.43		1.35			1.42			2.74			54		13.90			68
Class C*
11/01/10		04/30/11			12.46		0.08			1.34			1.42			(0.09	)		—			(0.09	)		13.79		1.92	(d)		1.92	(d)		1.27	(d)		15		11.40	(e)		83
11/01/09		10/31/10			11.24		0.11			1.23			1.34			(0.12	)		—			(0.12	)		12.46		2.12			2.05			0.89			50		11.95			72
11/01/08		10/31/09			9.45		0.23			1.80			2.03			(0.24	)		—			(0.24	)		11.24		2.19			2.31			2.35			57		21.89			49
11/01/07		10/31/08			17.34		0.26			(6.10	)		(5.84	)		(0.24	)		(1.81	)		(2.05	)		9.45		2.15			2.09			1.95			64		(37.75	)		36
11/01/06		10/31/07			14.38		0.23			3.50	(b)		3.73			(0.24	)		(0.53	)		(0.77	)		17.34		2.14			2.16			1.52			63		27.05			59
10/01/06		10/31/06	(c)		14.12		0.01			0.34	(b)		0.35			(0.09	)		—			(0.09	)		14.38		2.10	(d)		2.31	(d)		0.58	(d)		4		2.46	(e)		47
10/01/05		09/30/06			13.54		0.27			1.40	(b)		1.67			(0.24	)		(0.85	)		(1.09	)		14.12		2.10			2.17			2.00			54		13.01			46


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

Financial Highlights


Fiscal periods†						From investment operations									Dividends & distributions											Ratios to daily 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 (%)		Total return (%) (a)			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 (%)		Total return (%) (a)			Ending net assets (millions)
Eagle Growth & Income Fund (cont’d)
Class I*
11/01/10		04/30/11			$12.82		$0.16			$1.37			$1.53			$(0.15)			$—			$(0.15)			$14.20		0.89	(d)		0.87	(d)		2.37	(d)		15		11.97	(e)		$23
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	(d)		1.12	(d)		3.08	(d)		57		40.72	(e)		2
Class R-3*
11/01/10		04/30/11			12.81		0.13			1.36			1.49			(0.11	)		—			(0.11	)		14.19		1.42	(d)		1.42	(d)		1.87	(d)		15		11.70	(e)		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	(d)		1.56	(d)		0.94	(d)		57		(1.83	)(e)		0
Class R-5*
11/01/10		04/30/11			12.83		0.15			1.38			1.53			(0.15	)		—			(0.15	)		14.21		0.95	(d)		0.89	(d)		2.26	(d)		15		11.98	(e)		0
12/28/09		10/31/10			12.11		0.22			0.69			0.91			(0.19	)		—			(0.19	)		12.83		0.95	(d)		1.85	(d)		2.11	(d)		50		7.53	(e)		0

Eagle International Equity Fund
Class A*
11/01/10		04/30/11			21.50		(0.02	)		2.17			2.15			(0.51	)		—			(0.51	)		23.14		1.71	(d)		2.05	(d)		(0.21	)(d)		37		10.20	(e)		36
11/01/09		10/31/10			19.52		0.09			1.89			1.98			—			—			—			21.50		1.74			2.04			0.46			133		10.14			37
11/01/08		10/31/09			17.80		0.20			2.23			2.43			(0.71	)(f)		—			(0.71	)		19.52		1.70			1.85			1.18			179		14.34			52
11/01/07		10/31/08			36.52		0.32			(16.15	)		(15.83	)		—			(2.89	)		(2.89	)		17.80		1.41			1.41			1.11			115		(46.77	)		73
11/01/06		10/31/07			29.97		0.27			8.87	(b)		9.14			(0.47	)		(2.12	)		(2.59	)		36.52		1.47			1.41			0.83			56		32.58			166
11/01/05		10/31/06			25.20		0.24			6.73	(b)		6.97			(0.16	)		(2.04	)		(2.20	)		29.97		1.71			1.53			0.86			58		29.31			91
Class C*
11/01/10		04/30/11			19.32		(0.10	)		1.97			1.87			(0.34)			—			(0.34)			20.85		2.46	(d)		2.81	(d)		(0.98	)(d)		37		9.80	(e)		41
11/01/09		10/31/10			17.68		(0.05	)		1.69			1.64			—			—			—			19.32		2.49			2.79			(0.30	)		133		9.28			46
11/01/08		10/31/09			16.15		0.06			2.01			2.07			(0.54)	(f)		—			(0.54)			17.68		2.48			2.62			0.39			179		13.34			65
11/01/07		10/31/08			33.66		0.09			(14.71	)		(14.62	)		—			(2.89)			(2.89)			16.15		2.17			2.17			0.33			115		(47.19	)		91
11/01/06		10/31/07			27.85		0.01			8.23	(b)		8.24			(0.31)			(2.12)			(2.43)			33.66		2.23			2.17			0.05			56		31.60			189
11/01/05		10/31/06			23.58		0.02			6.30	(b)		6.32			(0.01)			(2.04)			(2.05)			27.85		2.46			2.28			0.07			58		28.38			118
Class I*
11/01/10		04/30/11			21.67		—			2.20			2.20			(0.62	)		—			(0.62	)		23.25		1.15	(d)		1.81	(d)		0.00	(d)		37		10.36	(e)		0
11/01/09		10/31/10			19.57		0.10			2.00			2.10			—			—			—			21.67		1.15			1.56			0.53			133		10.73			1
03/13/09(g)		10/31/09			13.59		0.08			5.90			5.98			—			—			—			19.57		1.15	(d)		1.50	(d)		0.76	(d)		179		44.00	(e)		0
02/09/09		02/24/09	(g)		15.60		0.02			(1.86	)		(1.84	)		—			—			—			13.76		1.15	(d)		1.40	(d)		2.92	(d)		179		(11.79	)(e)		0
Class R-3*
11/01/10		04/30/11			20.95		(0.02	)		2.18			2.16			(0.53	)		—			(0.53	)		22.58		1.75	(d)		2.29	(d)		(0.21	)(d)		37		10.45	(e)		0
12/28/09		10/31/10			20.80		(0.79	)		0.94			0.15			—			—			—			20.95		1.74	(d)		3.18	(d)		(4.66	)(d)		133		0.72	(e)		0
Class R-5*
11/01/10		04/30/11			21.49		0.04			2.20			2.24			(0.62	)		—			(0.62	)		23.11		1.15	(d)		1.75	(d)		0.39	(d)		37		10.61	(e)		0
12/28/09		10/31/10			20.88		(0.07	)		0.68			0.61			—			—			—			21.49		1.14	(d)		1.78	(d)		(0.43	)(d)		133		2.92	(e)		0

Eagle Investment Grade Bond Fund
Class A*
11/01/10		04/30/11			15.15		0.10			(0.25	)		(0.15	)		(0.13	)		(0.08	)		(0.21	)		14.79		0.85	(d)		1.00	(d)		1.37	(d)		40		(1.03	)(e)		50
03/01/10		10/31/10			14.44		0.16			0.67			0.83			(0.12	)		—			(0.12	)		15.15		0.85	(d)		1.48	(d)		1.51	(d)		53		5.78	(e)		48
Class C*
11/01/10		04/30/11			15.13		0.04			(0.25	)		(0.21	)		(0.07	)		(0.08	)		(0.15	)		14.77		1.65	(d)		1.75	(d)		0.56	(d)		40		(1.41	)(e)		48
03/01/10		10/31/10			14.44		0.07			0.68			0.75			(0.06	)		—			(0.06	)		15.13		1.65	(d)		2.23	(d)		0.68	(d)		53		5.23	(e)		50
Class I*
11/01/10		04/30/11			15.17		0.12			(0.26	)		(0.14	)		(0.14	)		(0.08	)		(0.22	)		14.81		0.60	(d)		0.70	(d)		1.60	(d)		40		(0.93	)(e)		3
03/01/10		10/31/10			14.44		0.16			0.71			0.87			(0.14	)		—			(0.14	)		15.17		0.60	(d)		2.11	(d)		1.59	(d)		53		6.05	(e)		4
Class R-3*
11/01/10		04/30/11			15.15		0.08			(0.27	)		(0.19	)		(0.10	)		(0.08	)		(0.18	)		14.78		1.15	(d)		1.25	(d)		1.06	(d)		40		(1.24	)(e)		0
03/01/10		10/31/10			14.44		0.05			0.76			0.81			(0.10	)		—			(0.10	)		15.15		1.14	(d)		1.95	(d)		0.91	(d)		53		5.63	(e)		0
Class R-5*
11/01/10		04/30/11			15.13		0.12			(0.26	)		(0.14	)		(0.14	)		(0.08	)		(0.22	)		14.77		0.60	(d)		0.74	(d)		1.63	(d)		40		(0.93	)(e)		0
03/01/10		10/31/10			14.44		0.18			0.65			0.83			(0.14	)		—			(0.14	)		15.13		0.61	(d)		4.92	(d)		1.77	(d)		53		5.75	(e)		0


The accompanying notes are an integral part of the financial statements.			41

Financial Highlights


Fiscal periods†					From investment operations									Dividends & distributions											Ratios to daily 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 (%)		Total return (%) (a)			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 (%)		Total return (%) (a)			Ending net assets (millions)
Eagle Large Cap Core Fund
Class A*
11/01/10		04/30/11		$13.09		$0.02			$2.20			$2.22			$(0.03	)		$—			$(0.03	)		$15.28		1.38	(d)		1.38	(d)		0.29	(d)		18		16.95	(e)		$12
11/01/09		10/31/10		12.01		0.04			1.10			1.14			(0.06	)		—			(0.06	)		13.09		1.40			1.41			0.20			48		9.48			10
11/01/08		10/31/09		10.70		0.07			1.36			1.43			(0.12	)		—			(0.12	)		12.01		1.38			1.47			0.68			40		13.68			11
11/01/07		10/31/08		17.95		0.17			(6.52	)		(6.35	)		(0.13	)		(0.77	)		(0.90	)		10.70		1.26			1.26			1.14			43		(37.08	)		12
11/01/06		10/31/07		16.54		0.13			1.48	(b)		1.61			(0.08	)		(0.12	)		(0.20	)		17.95		1.36			1.28			0.73			45		9.85			27
11/01/05		10/31/06		14.29		0.09			2.16	(b)		2.25			—			—			—			16.54		1.53			1.52			0.57			43		15.75			23
Class C*
11/01/10		04/30/11		12.88		(0.03	)		2.15			2.12			—			—			—			15.00		2.15	(d)		2.13	(d)		(0.48	)(d)		18		16.46	(e)		10
11/01/09		10/31/10		11.86		(0.11	)		1.13			1.02			—			—			—			12.88		2.20			2.24			(0.60	)		48		8.60			9
11/01/08		10/31/09		10.53		(0.01	)		1.35			1.34			(0.01	)		—			(0.01	)		11.86		2.18			2.32			(0.15	)		40		12.78			9
11/01/07		10/31/08		17.68		0.04			(6.42	)		(6.38	)		—			(0.77	)		(0.77	)		10.53		2.10			2.10			0.28			43		(37.58	)		9
11/01/06		10/31/07		16.35		(0.02	)		1.47	(b)		1.45			—			(0.12	)		(0.12	)		17.68		2.18			2.11			(0.10	)		45		8.95			17
11/01/05		10/31/06		14.23		(0.03	)		2.15	(b)		2.12			—			—			—			16.35		2.28			2.27			(0.19	)		43		14.90			15
Class I*
11/01/10		04/30/11		13.10		0.05			2.20			2.25			(0.09	)		—			(0.09	)		15.26		0.95	(d)		1.08	(d)		0.71	(d)		18		17.24	(e)		139
11/01/09		10/31/10		12.02		0.13			1.05			1.18			(0.10	)		—			(0.10	)		13.10		0.95			1.26			0.65			48		9.90			118
11/01/08		10/31/09		10.73		0.12			1.35			1.47			(0.18	)		—			(0.18	)		12.02		0.95			1.28			1.18			40		14.20			104
11/01/07		10/31/08		18.01		0.20			(6.51	)		(6.31	)		(0.20	)		(0.77	)		(0.97	)		10.73		0.95			1.04			1.39			43		(36.86	)		130
11/01/06		10/31/07		16.60		0.19			1.48	(b)		1.67			(0.14	)		(0.12	)		(0.26	)		18.01		0.95			1.06			1.12			45		10.22			183
03/03/06		10/31/06		15.17		0.08			1.35	(b)		1.43			—			—			—			16.60		0.95	(d)		1.23	(d)		0.87	(d)		43		9.43	(e)		128
Class R-3*
11/01/10		04/30/11		13.06		—			2.19			2.19			—			—			—			15.25		1.65	(d)		1.61	(d)		0.01	(d)		18		16.81	(e)		0
12/28/09		10/31/10		12.77		(0.01	)		0.30			0.29			—			—			—			13.06		1.65	(d)		2.39	(d)		(0.13	)(d)		48		2.27	(e)		0
Class R-5*
11/01/10		04/30/11		13.39		0.05			2.25			2.30			(0.09	)		—			(0.09	)		15.60		0.95	(d)		1.08	(d)		0.71	(d)		18		17.24	(e)		0
11/01/09		10/31/10		12.28		0.11			1.11			1.22			(0.11	)		—			(0.11	)		13.39		0.95			1.28			0.65			48		9.94			0
11/01/08		10/31/09		10.76		0.11			1.41			1.52			—			—			—			12.28		0.95			1.22			0.97			40		14.13			0
11/01/07		10/31/08		17.98		0.27			(6.51	)		(6.24	)		(0.21	)		(0.77	)		(0.98	)		10.76		0.86			0.90			1.71			43		(36.52	)		0
04/02/07		10/31/07		16.51		—			1.47	(b)		1.47			—			—			—			17.98		0.91	(d)		0.91	(d)		0.05	(d)		45		8.90	(e)		1

Eagle Mid Cap Growth Fund
Class A*
11/01/10		04/30/11		28.03		(0.08	)		6.22			6.14			—			—			—			34.17		1.20	(d)		1.20	(d)		(0.52	)(d)		41		21.91	(e)		229
11/01/09		10/31/10		21.25		(0.09	)		6.87			6.78			—			—			—			28.03		1.33			1.33			(0.36	)		96		31.91			140
11/01/08		10/31/09		18.63		(0.11	)		2.73			2.62			—			—			—			21.25		1.44			1.44			(0.59	)		127		14.06			95
11/01/07		10/31/08		34.48		(0.20	)		(10.29	)		(10.49	)		—			(5.36	)		(5.36	)		18.63		1.30			1.30			(0.74	)		141		(35.68	)		86
11/01/06		10/31/07		28.11		(0.24	)		9.18	(b)		8.94			—			(2.57	)		(2.57	)		34.48		1.36			1.36			(0.80	)		98		34.28			130
11/01/05		10/31/06		26.72		(0.14	)		2.95	(b)		2.81			—			(1.42	)		(1.42	)		28.11		1.29			1.29			(0.49	)		111		10.70			135
Class C*
11/01/10		04/30/11		24.71		(0.17	)		5.47			5.30			—			—			—			30.01		1.95	(d)		1.95	(d)		(1.26	)(d)		41		21.45	(e)		80
11/01/09		10/31/10		18.88		(0.24	)		6.07			5.83			—			—			—			24.71		2.10			2.10			(1.11	)		96		30.88			58
11/01/08		10/31/09		16.68		(0.23	)		2.43			2.20			—			—			—			18.88		2.22			2.22			(1.36	)		127		13.19			45
11/01/07		10/31/08		31.65		(0.36	)		(9.25	)		(9.61	)		—			(5.36	)		(5.36	)		16.68		2.05			2.05			(1.48	)		141		(36.16	)		42
11/01/06		10/31/07		26.18		(0.42	)		8.46	(b)		8.04			—			(2.57	)		(2.57	)		31.65		2.11			2.11			(1.54	)		98		33.28			69
11/01/05		10/31/06		25.15		(0.32	)		2.77	(b)		2.45			—			(1.42	)		(1.42	)		26.18		2.04			2.04			(1.23	)		111		9.90			64
Class I*
11/01/10		04/30/11		28.58		(0.04	)		6.34			6.30			—			—			—			34.88		0.91	(d)		0.89	(d)		(0.27	)(d)		41		22.04	(e)		44
11/01/09		10/31/10		21.58		(0.02	)		7.02			7.00			—			—			—			28.58		0.95			0.95			(0.07	)		96		32.44			15
11/01/08		10/31/09		18.83		(0.02	)		2.77			2.75			—			—			—			21.58		0.95			1.05			(0.13	)		127		14.60			6
11/01/07		10/31/08		34.69		(0.12	)		(10.38	)		(10.50	)		—			(5.36	)		(5.36	)		18.83		0.95			1.04			(0.54	)		141		(35.46	)		0
11/01/06		10/31/07		28.16		(0.11	)		9.21	(b)		9.10			—			(2.57	)		(2.57	)		34.69		0.95			1.08			(0.37	)		98		34.83			0
06/21/06		10/31/06		26.63		(0.04	)		1.57	(b)		1.53			—			—			—			28.16		0.95	(d)		1.05	(d)		(0.42	)(d)		111		5.75	(e)		0
Class R-3*
11/01/10		04/30/11		27.88		(0.12	)		6.18			6.06			—			—			—			33.94		1.45	(d)		1.45	(d)		(0.75	)(d)		41		21.74	(e)		3
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	(d)		1.74	(d)		(0.94	)(d)		127		25.83	(e)		0


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

Financial Highlights


Fiscal periods†					From investment operations									Dividends & distributions											Ratios to daily 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 (%)		Total return (%) (a)			Ending net assets (millions)
Begi nning	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 (%)		Total return (%) (a)			Ending net assets (millions)
Eagle Mid Cap Growth Fund (cont’d)
Class R-5*
11/01/10		04/30/11		$28.56		$(0.06	)		$6.36			$6.30			$—			$—			$—			$34.86		0.90	(d)		0.88	(d)		(0.38	)(d)		41		22.06	(e)		$3
12/28/09		10/31/10		24.70		(0.12	)		3.98			3.86			—			—			—			28.56		0.95	(d)		1.15	(d)		(0.44	)(d)		96		15.63	(e)		0

Eagle Mid Cap Stock Fund
Class A*
11/01/10		04/30/11		25.37		(0.01	)		4.05			4.04			—			—			—			29.41		1.13	(d)		1.13	(d)		(0.06	)(d)		124		15.92	(e)		770
11/01/09		10/31/10		21.10		(0.07	)		4.34			4.27			—			—			—			25.37		1.20			1.20			(0.32	)		245		20.24			736
11/01/08		10/31/09		18.34		(0.03	)		2.79			2.76			—			—			—			21.10		1.26			1.26			(0.18	)		196		15.05			812
11/01/07		10/31/08		32.59		(0.09	)		(10.83	)		(10.92	)		—			(3.33	)		(3.33	)		18.34		1.15			1.15			(0.34	)		176		(37.04	)		780
11/01/06		10/31/07		30.12		(0.06	)		5.61	(b)		5.55			—			(3.08	)		(3.08	)		32.59		1.13			1.13			(0.18	)		185		20.08			1,312
11/01/05		10/31/06		27.79		(0.10	)		4.39	(b)		4.29			—			(1.96	)		(1.96	)		30.12		1.13			1.13			(0.35	)		180		16.18			904
Class C*
11/01/10		04/30/11		22.28		(0.10	)		3.55			3.45			—			—			—			25.73		1.88	(d)		1.88	(d)		(0.82	)(d)		124		15.48	(e)		265
11/01/09		10/31/10		18.67		(0.21	)		3.82			3.61			—			—			—			22.28		1.93			1.93			(1.06	)		245		19.34			239
11/01/08		10/31/09		16.34		(0.15	)		2.48			2.33			—			—			—			18.67		2.00			2.00			(0.93	)		196		14.26			232
11/01/07		10/31/08		29.62		(0.25	)		(9.70	)		(9.95	)		—			(3.33	)		(3.33	)		16.34		1.88			1.88			(1.07	)		176		(37.53	)		229
11/01/06		10/31/07		27.83		(0.26	)		5.13	(b)		4.87			—			(3.08	)		(3.08	)		29.62		1.88			1.88			(0.94	)		185		19.21			410
11/01/05		10/31/06		26.00		(0.29	)		4.08	(b)		3.79			—			(1.96	)		(1.96	)		27.83		1.88			1.88			(1.10	)		180		15.31			345
Class I*
11/01/10		04/30/11		25.79		0.03			4.12			4.15			—			—			—			29.94		0.84	(d)		0.84	(d)		0.23	(d)		124		16.09	(e)		279
11/01/09		10/31/10		21.36		0.01			4.42			4.43			—			—			—			25.79		0.79			0.79			0.06			245		20.74			340
11/01/08		10/31/09		18.49		0.03			2.84			2.87			—			—			—			21.36		0.87			0.87			0.16			196		15.52			254
11/01/07		10/31/08		32.74		—			(10.92	)		(10.92	)		—			(3.33	)		(3.33	)		18.49		0.81			0.81			(0.02	)		176		(36.85	)		79
11/01/06		10/31/07		30.15		0.05			5.62	(b)		5.67			—			(3.08	)		(3.08	)		32.74		0.81			0.81			0.17			185		20.50			94
06/06/06		10/31/06		28.21		(0.01	)		1.95	(b)		1.94			—			—			—			30.15		0.84	(d)		0.84	(d)		(0.15	)(d)		180		6.88	(e)		17
Class R-3*
11/01/10		04/30/11		25.17		(0.05	)		4.02			3.97			—			—			—			29.14		1.37	(d)		1.37	(d)		(0.35	)(d)		124		15.77	(e)		5
11/01/09		10/31/10		20.98		(0.13	)		4.32			4.19			—			—			—			25.17		1.41			1.41			(0.57	)		245		19.97			4
11/01/08		10/31/09		18.26		(0.06	)		2.78			2.72			—			—			—			20.98		1.40			1.40			(0.35	)		196		14.90			3
11/01/07		10/31/08		32.52		(0.13	)		(10.80	)		(10.93	)		—			(3.33	)		(3.33	)		18.26		1.33			1.33			(0.53	)		176		(37.16	)		1
11/01/06		10/31/07		30.10		(0.10	)		5.60	(b)		5.50			—			(3.08	)		(3.08	)		32.52		1.29			1.29			(0.33	)		185		19.91			1
08/10/06		10/31/06		27.82		(0.04	)		2.32	(b)		2.28			—			—			—			30.10		1.27	(d)		1.27	(d)		(0.60	)(d)		180		8.20	(e)		0
Class R-5*
11/01/10		04/30/11		25.83		0.03			4.13			4.16			—			—			—			29.99		0.83	(d)		0.83	(d)		0.24	(d)		124		16.11	(e)		85
11/01/09		10/31/10		21.39		0.02			4.42			4.44			—			—			—			25.83		0.78			0.78			0.09			245		20.76			72
11/01/08		10/31/09		18.50		0.05			2.84			2.89			—			—			—			21.39		0.79			0.79			0.28			196		15.62			60
11/01/07		10/31/08		32.73		0.02			(10.92	)		(10.90	)		—			(3.33	)		(3.33	)		18.50		0.74			0.74			0.06			176		(36.80	)		24
11/01/06		10/31/07		30.13		0.07			5.61	(b)		5.68			—			(3.08	)		(3.08	)		32.73		0.75			0.75			0.23			185		20.55			34
10/02/06		10/31/06		28.96		—			1.17	(b)		1.17			—			—			—			30.13		0.67	(d)		0.67	(d)		(0.15	)(d)		180		4.04	(e)		12

Eagle Small Cap Core Value Fund
Class A*
11/01/10		04/30/11		19.63		(0.03	)		4.52			4.49			—			(1.76	)		(1.76	)		22.36		1.50	(d)		1.52	(d)		(0.32	)(d)		31		24.18	(e)		13
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	(d)		4.53	(d)		(0.45	)(d)		23		15.75	(e)		6
Class C*
11/01/10		04/30/11		19.32		(0.11	)		4.43			4.32			—			(1.76	)		(1.76	)		21.88		2.30	(d)		2.27	(d)		(1.12	)(d)		31		23.65	(e)		7
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	(d)		5.37	(d)		(1.27	)(d)		23		14.84	(e)		3
Class I*
11/01/10		04/30/11		19.80		0.02			4.56			4.58			(0.01	)		(1.76	)		(1.77	)		22.61		0.95	(d)		1.22	(d)		0.23	(d)		31		24.48	(e)		68
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	(d)		1.80	(d)		(0.04	)(d)		23		71.92	(e)		49
Class R-3*
11/01/10		04/30/11		19.60		(0.06	)		4.52			4.46			—			(1.76	)		(1.76	)		22.30		1.70	(d)		1.75	(d)		(0.54	)(d)		31		24.05	(e)		0
12/28/09		10/31/10		17.86		(0.11	)		1.85			1.74			—			—			—			19.60		1.71	(d)		2.68	(d)		(0.69	)(d)		22		9.74	(e)		0


The accompanying notes are an integral part of the financial statements.			43

Financial Highlights


Fiscal periods†					From investment operations									Dividends & distributions											Ratios to daily 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 (%)		Total return (%) (a)			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 (%)		Total return (%) (a)			Ending net assets (millions)
Eagle Small Cap Core Value Fund (cont’d)
Class R-5*
11/01/10		04/30/11		$19.79		$0.02			$4.57			$4.59			$(0.02	)		$(1.76	)		$(1.78	)		$22.60		0.95	(d)		1.25	(d)		0.23	(d)		31		24.50	(e)		$0
12/28/09		10/31/10		17.92		0.01			1.86			1.87			—			—			—			19.79		0.97	(d)		1.96	(d)		0.05	(d)		22		10.44	(e)		0

Eagle Small Cap Growth Fund
Class A*
11/01/10		04/30/11		33.79		(0.13	)		9.27			9.14			—			—			—			42.93		1.13	(d)		1.13	(d)		(0.67	)(d)		15		27.05	(e)		400
11/01/09		10/31/10		25.10		(0.16	)		8.85			8.69			—			—			—			33.79		1.31			1.31			(0.55	)		49		34.62			266
11/01/08		10/31/09		22.52		(0.18	)		2.76			2.58			—			—			—			25.10		1.37			1.37			(0.83	)		110		11.46			200
11/01/07		10/31/08		41.33		(0.16	)		(12.81	)		(12.97	)		—			(5.84	)		(5.84	)		22.52		1.27			1.27			(0.50	)		51		(35.81	)		189
11/01/06		10/31/07		37.87		(0.15	)		6.46	(b)		6.31			—			(2.85	)		(2.85	)		41.33		1.25			1.25			(0.38	)		64		17.65			327
11/01/05		10/31/06		32.93		(0.15	)		6.23	(b)		6.08			—			(1.14	)		(1.14	)		37.87		1.24			1.24			(0.43	)		49		18.89			269
Class C*
11/01/10		04/30/11		28.65		(0.23	)		7.85			7.62			—			—			—			36.27		1.88	(d)		1.88	(d)		(1.42	)(d)		15		26.60	(e)		109
11/01/09		10/31/10		21.44		(0.31	)		7.52			7.21			—			—			—			28.65		2.05			2.05			(1.25	)		49		33.63			72
11/01/08		10/31/09		19.40		(0.30	)		2.34			2.04			—			—			—			21.44		2.17			2.17			(1.63	)		110		10.52			60
11/01/07		10/31/08		36.69		(0.34	)		(11.11	)		(11.45	)		—			(5.84	)		(5.84	)		19.40		2.02			2.02			(1.25	)		51		(36.26	)		59
11/01/06		10/31/07		34.17		(0.39	)		5.76	(b)		5.37			—			(2.85	)		(2.85	)		36.69		2.00			2.00			(1.12	)		64		16.75			110
11/01/05		10/31/06		30.03		(0.38	)		5.66	(b)		5.28			—			(1.14	)		(1.14	)		34.17		1.99			1.99			(1.18	)		49		18.02			100
Class I*
11/01/10		04/30/11		34.41		(0.08	)		9.44			9.36			—			—			—			43.77		0.82	(d)		0.82	(d)		(0.40	)(d)		15		27.20	(e)		418
11/01/09		10/31/10		25.44		(0.12	)		9.09			8.97			—			—			—			34.41		0.86			0.86			(0.34	)		49		35.26			97
11/01/08		10/31/09		22.72		(0.08	)		2.80			2.72			—			—			—			25.44		0.87			0.87			(0.37	)		110		11.97			20
11/01/07		10/31/08		41.51		(0.08	)		(12.87	)		(12.95	)		—			(5.84	)		(5.84	)		22.72		0.93			0.93			(0.27	)		51		(35.57	)		10
11/01/06		10/31/07		37.91		(0.06	)		6.51	(b)		6.45			—			(2.85	)		(2.85	)		41.51		0.95			0.96			(0.15	)		64		18.03			2
06/27/06		10/31/06		33.68		(0.02	)		4.25	(b)		4.23			—			—			—			37.91		0.95	(d)		1.08	(d)		(0.14	)(d)		49		12.56	(e)		0
Class R-3*
11/01/10		04/30/11		33.52		(0.20	)		9.21			9.01			—			—			—			42.53		1.37	(d)		1.37	(d)		(1.02	)(d)		15		26.88	(e)		10
11/01/09		10/31/10		24.96		(0.19	)		8.75			8.56			—			—			—			33.52		1.55			1.55			(0.66	)		49		34.29			2
11/01/08		10/31/09		22.44		(0.18	)		2.70			2.52			—			—			—			24.96		1.54			1.54			(1.01	)		110		11.23			2
11/01/07		10/31/08		41.25		(0.20	)		(12.77	)		(12.97	)		—			(5.84	)		(5.84	)		22.44		1.42			1.42			(0.67	)		51		(35.88	)		1
11/01/06		10/31/07		37.88		(0.28	)		6.50	(b)		6.22			—			(2.85	)		(2.85	)		41.25		1.37			1.37			(0.65	)		64		17.40			1
09/19/06		10/31/06		35.99		(0.03	)		1.92	(b)		1.89			—			—			—			37.88		1.60	(d)		2.05	(d)		(1.04	)(d)		49		5.25	(e)		0
Class R-5*
11/01/10		04/30/11		34.39		(0.08	)		9.44			9.36			—			—			—			43.75		0.83	(d)		0.83	(d)		(0.40	)(d)		15		27.22	(e)		103
11/01/09		10/31/10		25.43		(0.04	)		9.00			8.96			—			—			—			34.39		0.88			0.88			(0.14	)		49		35.23			49
11/01/08		10/31/09		22.72		(0.09	)		2.80			2.71			—			—			—			25.43		0.90			0.90			(0.40	)		110		11.93			30
11/01/07		10/31/08		41.50		(0.05	)		(12.89	)		(12.94	)		—			(5.84	)		(5.84	)		22.72		0.90			0.90			(0.15	)		51		(35.55	)		11
11/01/06		10/31/07		37.88		—			6.47	(b)		6.47			—			(2.85	)		(2.85	)		41.50		0.88			0.88			(0.01	)		64		18.10			15
10/02/06		10/31/06		35.86		—			2.02	(b)		2.02			—			—			—			37.88		0.83	(d)		0.83	(d)		(0.10	)(d)		49		5.63	(e)		13

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

† The data for fiscal periods ending after October 31, 2010 are unaudited.

(a) Total returns are calculated without the imposition of either front-end or contingent deferred sales charges. (b) Includes redemption fee amounts that represent less than $0.01 per share. (c) Denotes a partial period when the Eagle International Equity Fund, Eagle Growth & Income Fund and Eagle Capital Appreciation Fund changed their fiscal and tax year ends to October 31. (d) Annualized. (e) Not annualized. (f) Includes tax return of capital distribution of $0.02 per share. (g) There were no shares outstanding from February 25, 2009 through March 12, 2009.


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

Notes to Financial Statements


(UNAUDITED)			04.30.2011

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

•

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

•

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

The Eagle Series Trust currently offers shares in seven series:

•

The Eagle International Equity Fund (“International Equity Fund”) seeks capital appreciation principally through investment in a portfolio of international equity securities,

•

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

•

The Eagle Large Cap Core Fund (“Large Cap Core Fund”) seeks long-term growth through capital appreciation,

•

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 Core Value Fund (“Small Cap Core Value Fund”) seeks capital growth, and

•

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

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.

•

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 and Class R-5 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), or earlier NYSE closing time that day. If the NYSE or other securities exchange modifies the closing price of securities traded on that exchange after the NAV is calculated, the Manager is not required to recalculate the NAV.

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

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

•

The quotation may be stale;

•

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

•

Trading on the security ceased before the close of the trading market;

•

Security is newly issued;

•

Issuer-specific events occurred after the security ceased trading; or


			45

Notes to Financial Statements


(UNAUDITED)		04.30.2011

•

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. market.

Both the latest transaction prices and adjustments are furnished by an independent pricing service subject to supervision by the Boards. The Funds value all other securities and assets for which market quotations are unavailable or unreliable at their fair value in good faith using procedures (“Procedures”) approved by the Boards. A Fund may fair value small-cap securities, for example, that are thinly traded or illiquid. Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their NAV. Fair value pricing methods, Procedures and pricing services can change from time to time as approved by the Boards. Pursuant to the Procedures, the Boards have delegated the day-to-day responsibility for applying and administering the Procedures to a valuation committee comprised of certain officers of the Trusts and other employees of the Manager (“Valuation Committee”). The composition of this Valuation Committee may change from time to time.

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. Fair value pricing may deter shareholders from trading the Fund shares on a frequent basis in an attempt to take advantage of arbitrage opportunities resulting from potentially stale prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading. Specific types of securities are valued as follows:

•

Domestic exchange traded equity securities Market quotations are generally available and reliable for domestic exchange traded equity securities. If the prices provided by the pricing service and independent quoted prices are

unreliable, the Valuation Committee will fair value the security using the Procedures.

•

Foreign equity securities If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. Consequently, fair valuation of portfolio securities may occur on a daily basis. The Fund may fair value a security if certain events occur between the time trading ends on a particular security and the Fund’s NAV calculation. The Fund may also fair value a particular security if the events are significant and make the closing price unreliable. If an issuer specific event has occurred that Eagle determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. Eagle also utilizes a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. 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. Fund securities primarily traded on foreign markets may trade on days that are not business days of the Fund. Because the NAV of a Fund 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 you will not be able to purchase or redeem shares of the Fund.

•

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

•

Short-term securities The amortized cost method of security valuation is used by the Funds (as set forth in Rule 2a-7 under the Investment Company Act of 1940, as amended)


46

Notes to Financial Statements


(UNAUDITED)			04.30.2011

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.

•

Investment companies Investments in other investment companies are valued at their reported net asset value.

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

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

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

Level 3—Valuations based on inputs that are unobservable and significant to the fair value measurement.

The following is a summary of the inputs used to value each Fund’s investments as of April 30, 2011.


	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Total
Capital Appreciation Fund
Domestic common stock (a)		$661,109,464		$—		$661,109,464
Total investment portfolio		$661,109,464		$—		$661,109,464
Growth & Income Fund
Domestic common stock (a)		$157,722,077		$—		$157,722,077
Foreign common stock
Beverages		—		5,952,480		5,952,480
Cosmetics/personal care		3,653,909		—		3,653,909
Diversified financial services		—		4,643,825		4,643,825
Electric		7,291,503		—		7,291,503
Food		5,320,335		—		5,320,335
Insurance		2,692,331		—		2,692,331
Internet		3,123,376		—		3,123,376


	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Total
Growth & Income Fund (cont’d)
Media		$—		$2,551,322		$2,551,322
Oil & gas		15,873,246		8,171,466		24,044,712
Pharmaceuticals		9,160,232		—		9,160,232
Telecommunications		7,158,675		8,811,651		15,970,326
Investment companies		7,204,986		—		7,204,986
Domestic preferred stocks (a)		3,085,232		—		3,085,232
Total investment portfolio		$222,285,902		$30,130,744		$252,416,646
International Equity Fund
Aerospace/defense		$473,127		$2,773		$475,900
Apparel		215,423		—		215,423
Auto manufacturers		2,584,325		2,575,340		5,159,665
Auto parts & equipment		—		255,115		255,115
Banks		7,880,252		640,322		8,520,574
Beverages		1,160,398		367,452		1,527,850
Biotechnology		—		604,393		604,393
Building materials		985,327		965,831		1,951,158
Chemicals		1,723,486		238,206		1,961,692
Cosmetics/personal care		319,763		490,566		810,329
Distribution/wholesale		797,451		641,197		1,438,648
Electric		642,622		—		642,622
Electrical components & equipment		553,736		266,542		820,278
Electronics		174,921		—		174,921
Engineering & construction		3,333,512		417,078		3,750,590
Food		1,770,700		1,328,943		3,099,643
Food service		350,382		—		350,382
Forest products & paper		700,702		—		700,702
Hand/machine tools		—		238,043		238,043
Healthcare products		2,442,735		221,839		2,664,574
Healthcare services		280,593		—		280,593
Holding companies— diversified		777,981		951,061		1,729,042
Household products/wares		282,832		—		282,832
Insurance		1,440,275		—		1,440,275
Internet		1,984,326		—		1,984,326
Lodging		—		881,158		881,158
Machinery—construction & mining		403,181		1,163,400		1,566,581
Machinery—diversified		690,814		468,280		1,159,094
Media		240,425		—		240,425
Mining		3,308,137		3,677,696		6,985,833


			47

Notes to Financial Statements


(UNAUDITED)		04.30.2011


	Quoted prices in active markets for identical assets (Level 1)			Significant other observable inputs (Level 2)		Total
International Equity Fund (cont’d)
Miscellaneous manufacturer		$185,922			$—		$185,922
Office/business equipment		—			182,810		182,810
Oil & gas		3,289,079			4,742,132		8,031,211
Oil & gas services		286,072			757,841		1,043,913
Pharmaceuticals		2,153,202			1,431,515		3,584,717
Real estate		1,608,318			—		1,608,318
Retail		1,651,904			1,403,417		3,055,321
Semiconductors		62,233			779,788		842,021
Telecommunications		799,521			3,554,909		4,354,430
Transportation		—			166,287		166,287
Foreign preferred stocks
Auto Manufacturers		676,080			—		676,080
Household products/wares		184,900			—		184,900
Investment companies (a)		268,966			—		268,966
Other financial instruments (appreciation) (b)		7,008			—		7,008
Other financial instruments (depreciation) (b)		(151,561	)		—		(151,561	)
Total investment portfolio		$46,539,070			$29,413,934		$75,953,004
Investment Grade Bond Fund
Domestic corporate bonds (a)		$—			$47,433,176		$47,433,176
U.S. Government Agency securities (a)		—			6,659,537		6,659,537
U.S. Treasuries		—			20,013,173		20,013,173
Mortgage-backed obligations (a)		—			16,104,510		16,104,510
Supranational banks		—			4,085,621		4,085,621
Foreign government securities		—			4,679,259		4,679,259
Total investment portfolio		$—			$98,975,276		$98,975,276
Large Cap Core Fund
Domestic common stocks (a)		$145,670,907			$—		$145,670,907
Investment companies (a)		4,876,200			—		4,876,200
Total investment portfolio		$150,547,107			$—		$150,547,107
Mid Cap Growth Fund
Domestic common stocks (a)		$353,500,733			$—		$353,500,733
Total investment portfolio		$353,500,733			$—		$353,500,733
Mid Cap Stock Fund
Domestic common stocks (a)		$1,381,384,948			$—		$1,381,384,948
Total investment portfolio		$1,381,384,948			$—		$1,381,384,948


	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Total
Small Cap Core Value Fund
Domestic common stocks (a)		$84,829,980		$—		$84,829,980
Investment Companies (a)		411,537		—		411,537
Total investment portfolio		$85,241,517		$—		$85,241,517
Small Cap Growth Fund
Domestic common stock (a)		$1,024,724,283		$—		$1,024,724,283
Total Investment portfolio		$1,024,724,283		$—		$1,024,724,283
(a) Please see the investment portfolio for detail by industry.
(b) Other financial instruments include foreign forward currency contracts which are valued at the unrealized appreciation/(depreciation) of the instrument.

As of April 30, 2011, no Fund had any investments classified as Level 3, and there were no significant transfers in and out of levels 1, 2, or 3.

Derivative instruments Authoritative guidance over derivatives requires qualitative disclosures about the objectives and strategies for using derivative instruments, quantitative disclosures about the fair value of, and gains and losses on, derivative instruments, as well as disclosures about credit-risk-related contingent features in derivative agreements.

During the period ended April 30, 2011, the International Equity Fund engaged in limited derivative activity. The contract amounts in the Investment Portfolio are representative of typical volumes.

Fair values of derivative instruments for the International Equity Fund as of April 30, 2011 are as follows:


48

Notes to Financial Statements


(UNAUDITED)			04.30.2011

The effect of derivative instruments on the International Equity Fund’s Statement of Operations for the period ended April 30, 2011 is as follows:


Type of derivative		Forward foreign currency contracts
Location of gain (loss) on derivatives recognized in income		Net realized gain (loss) on foreign currency transactions/Net change in unrealized appreciation (depreciation) on translation of assets and liabilities denominated in foreign currencies
Realized gain (loss) on derivatives recognized in income		$(287,493)
Change in unrealized appreciation (depreciation) on derivatives recognized in income		$11,989

During the period ended April 30, 2011, no other Fund engaged in derivative activity.

Foreign currency transactions The books and records of each Fund are maintained in U.S. dollars. Foreign currency transactions are translated into U.S. dollars on the following basis: (i) market value of investment securities, other assets and other liabilities at the daily rates of exchange, and (ii) purchases and sales of investment securities, dividend and interest income and certain expenses at the rates of exchange prevailing on the respective dates of such transactions. Each Fund does not isolate that portion of gains and losses on investments which is due to changes in foreign exchange rates from that which is due to changes in market prices of the investments. Such fluctuations are included with the net realized and unrealized gains and losses from

investment transactions. Net realized gain (loss) from foreign currency transactions and the net change in unrealized appreciation (depreciation) on translation of assets and liabilities denominated in foreign currencies include gains and losses between trade and settlement date on securities transactions, gains and losses arising from the purchase and sale of forward foreign currency contracts and gains and losses between the ex and payment dates on dividends, interest and foreign withholding taxes. Net realized gain (loss) from foreign currency transactions also includes the effect of any Brazilian IOF tax.

Forward foreign currency 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 contracts are translated to U.S. dollars using forward

exchange rates provided by a pricing service as of the close of the NYSE each valuation day and the unrealized gain or loss is included in the Statement of Assets and Liabilities. When the contracts are closed, the gain or loss is realized. Realized and unrealized gains and losses are included in the Statements of Operations. Risks may arise from unanticipated movements in the currency’s value relative to the U.S. dollar and from the possible inability of counter-parties to meet the terms of their contracts.

Real estate investment trusts (“REITs”) There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates. Dividend income is recorded at the Manager’s estimate of the income included in distributions from the REIT investments. Distributions received in excess of the estimated amount are recorded as a reduction of the cost of the investments. The actual amounts of income, return of capital and capital gains are only determined by each REIT after the fiscal year end and may differ from the estimated amounts.

Repurchase agreements Each Fund enters 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, each Fund will bear the risk of market value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred. At April 30, 2011, no Fund 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.

Expenses Each Fund is charged for those expenses that are directly attributable to it, while other expenses are allocated proportionately among the Eagle Family of Funds based upon methods approved by the Boards. Expenses that are directly attributable to a specific class of shares, such as distribution fees, shareholder servicing fees and administrative fees, are charged directly to that class. Other expenses of each Fund are allocated to each class of shares based upon their relative percentage of net assets.


			49

Notes to Financial Statements


(UNAUDITED)		04.30.2011

Class allocations Each class of shares has equal rights to earnings and assets except that each class may bear different expense 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 In each Fund except the Investment Grade Bond Fund and the Growth & Income Fund, distributions of net investment income are made annually. Distributions of net investment income in the Investment Grade Bond Fund and the Growth & Income Fund are made monthly and quarterly, respectively. Net realized gains from investment transactions during any particular fiscal year in excess of available capital loss carryforwards, which, if not distributed, would be taxable to each Fund, will be distributed to shareholders in the following fiscal year. Each Fund uses the identified cost method for determining realized gain or loss on investments for both financial and federal income tax reporting purposes.

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


Distributions from net investment income	11/1/10 to 04/30/11		11/1/09 to 10/31/10
Growth & Income Fund
Class A		$1,328,018		$1,850,645
Class C		500,624		634,872
Class I		169,604		119,020
Class R-3		3,755		4,819
Class R-5		31		38
International Equity Fund
Class A		838,237		—
Class C		738,065		—
Class I		13,109		—
Class R-3		64		—
Class R-5		74		—
Investment Grade Bond Fund
Class A		424,503		261,590
Class C		241,016		116,920
Class I		31,213		11,613
Class R-3		385		72
Class R-5		25		24


Distributions from net investment income (cont’d)	11/1/10 to 04/30/11		11/1/09 to 10/31/10
Large Cap Core Fund
Class A		$20,050		$50,802
Class C		—		—
Class I		796,534		914,784
Class R-3		1		—
Class R-5		149		161
Small Cap Core Value Fund
Class A		—		—
Class C		—		—
Class I		38,786		37,838
Class R-3		—		—
Class R-5		2		—

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


Distributions from net realized gains	11/1/10 to 04/30/11		11/1/09 to 10/31/10
Investment Grade Bond Fund
Class A		$255,024		$—
Class C		266,145		—
Class I		17,813		—
Class R-3		283		—
Class R-5		13		—
Small Cap Core Value Fund
Class A		920,371		233,817
Class C		462,137		131,025
Class I		4,901,232		1,662,986
Class R-3		246		—
Class R-5		246		—

Offering and organizational costs Offering costs of $79,835 associated with the formation of the Investment Grade Bond Fund were accounted for as a deferred charge and are amortized on a straight-line basis over 12 months from the date of commencement of operations. For the period ended April 30, 2011, the Fund amortized to expense the remaining $26,827 of offering costs that had been deferred.

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


50

Notes to Financial Statements


(UNAUDITED)			04.30.2011

based on experience, the risk of loss to each Fund is expected to be remote.

NOTE 3 | Purchases and sales of securities For the period ended April 30, 2011, purchases and sales of investment securities (excluding repurchase agreements and short-term obligations) were as follows:


	Purchases		Sales
Capital Appreciation Fund		$143,542,239		$144,740,069
Growth & Income Fund		59,323,815		35,083,392
International Equity Fund		28,616,633		44,885,455
Investment Grade Bond Fund		43,227,106		40,597,854
Large Cap Core Fund		28,890,435		25,134,956
Mid Cap Growth Fund		199,342,583		114,445,478
Mid Cap Stock Fund		1,747,714,951		1,958,669,902
Small Cap Core Value Fund		23,669,748		24,097,601
Small Cap Growth Fund		476,822,869		107,649,139

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


Investment advisory fee rate schedule	Breakpoint		Investment advisory fee
Capital Appreciation Fund		First $ 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 Equity Fund		First $100 million $100 million to $1 billion Over $1 billion		0.85% 0.65% 0.55%
Investment Grade Bond Fund		All assets		0.30%
Large Cap Core Fund		All assets		0.60%
Mid Cap Growth Fund, Mid Cap Stock Fund, Small Cap Core Value Fund, Small Cap Growth Fund		First $500 million $500 million to $1 billion Over $1 billion		0.60% 0.55% 0.50%

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

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

The Manager entered into a subadvisory agreement with unaffiliated parties to serve as subadviser to the Capital Appreciation Fund, Growth & Income Fund and International Equity Fund. The subadvisory agreement with the subadvisor to the Growth & Income Fund was terminated effective June 1, 2011.

The Manager entered into a subadvisory agreement with Eagle Boston Investment Management, Inc. (“EBIM”), an affiliate of Eagle, to serve as subadviser for the Small Cap Core Value 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. The distribution and service rate for Class A shares is 0.25%; for Class C shares is 1% and for Class R-3 shares is 0.50%. The Distribution plans for Class I and Class R-5 shares do not authorize a distribution fee to be paid from Fund assets.

Sales charges For the period ended April 30, 2011, total front-end 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		$33,180		$7		$1,309
Growth & Income Fund		115,282		—		2,845
International Equity Fund		11,495		—		1,071
Investment Grade Bond Fund		25,137		—		20,987
Large Cap Core Fund		1,652		8		490
Mid Cap Growth Fund		220,473		—		1,862
Mid Cap Stock Fund		162,090		2,216		4,653
Small Cap Core Value Fund		20,177		—		374
Small Cap Growth Fund		303,730		—		1,579


			51

Notes to Financial Statements


(UNAUDITED)		04.30.2011

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

Agency commissions For the period ended April 30, 2011, 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		$170,089		$—
Growth & Income Fund		81,250		—
International Equity Fund		85,924		—
Investment Grade Bond Fund		—		—
Large Cap Core Fund		32,116		—
Mid Cap Growth Fund		195,261		16,939
Mid Cap Stock Fund		1,972,732		8,469
Small Cap Core Value Fund		49,252		71
Small Cap Growth Fund		406,044		—

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

Shareholder servicing fees Eagle Fund Services, Inc. (“EFS”), an affiliate of the Manager, is the shareholder servicing agent for each of the Funds. EFS’ actual cost of providing such services is reimbursed by the Funds on a pro-rata basis of each Fund’s relative total net assets. For the period ended April 30, 2011, the amount of Shareholder servicing fees charged to the Funds were as follows:


Shareholder servicing fees	Class A		Class C		Class I		Class R-3		Class R-5
Capital Appreciation Fund		$95,001		$10,123		$1,567		$247		$3,903
Growth & Income Fund		21,236		8,785		902		103		—
International Equity Fund		6,353		5,835		25		19		—
Investment Grade Bond Fund		3,288		4,474		313		5		—
Large Cap Core Fund		1,289		1,353		23,197		—		1
Mid Cap Growth Fund		25,334		7,210		2,003		289		16
Mid Cap Stock Fund		132,318		33,868		30,222		988		11,953
Small Cap Core Value Fund		1,106		819		11,470		—		—
Small Cap Growth Fund		55,143		10,383		17,685		478		7,847

Expense limitations Eagle has contractually agreed to waive its fees and/or reimburse expenses to each class to the extent that the annual operating expense rate for each class of shares exceed 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			Class R-3			Class R-5
Capital Appreciation Fund		1.40	%		2.20	%		0.95	%		1.65	%		0.95	%
Growth & Income Fund		1.40	%		2.20	%		0.95	%		1.65	%		0.95	%
International Equity Fund		1.75	%		2.55	%		1.15	%		1.75	%		1.15	%
Investment Grade Bond Fund		0.85	%		1.65	%		0.60	%		1.15	%		0.60	%
Large Cap Core Fund		1.40	%		2.20	%		0.95	%		1.65	%		0.95	%
Mid Cap Growth Fund		1.50	%		2.30	%		0.95	%		1.70	%		0.95	%
Mid Cap Stock Fund		1.50	%		2.30	%		0.95	%		1.70	%		0.95	%
Small Cap Core Value Fund		1.50	%		2.30	%		0.95	%		1.70	%		0.95	%
Small Cap Growth Fund		1.50	%		2.30	%		0.95	%		1.70	%		0.95	%

For the period ended April 30, 2011, fees and expenses waived and/or reimbursed based on the expense rate limitation schedule were as follows:


Expenses waived and/or reimbursed	Fund Level		Class A		Class C
Capital Appreciation Fund		$—		$—		$—
Growth & Income Fund		—		—		—
International Equity Fund		132,077		129		397
Investment Grade Bond Fund		—		38,060		26,033
Large Cap Core Fund		—		—		—
Mid Cap Growth Fund		—		—		—
Mid Cap Stock Fund		—		—		—
Small Cap Core Value Fund		1		1,283		—
Small Cap Growth Fund		—		—		—

Expenses waived and/or reimbursed (cont’d)	Class I		Class R-3		Class R-5
Capital Appreciation Fund		$—		$—		$—
Growth & Income Fund		—		—		—
International Equity Fund		465		3		4
Investment Grade Bond Fund		1,530		27		2
Large Cap Core Fund		81,324		—		16
Mid Cap Growth Fund		—		—		—
Mid Cap Stock Fund		—		—		—
Small Cap Core Value Fund		84,558		1		4
Small Cap Growth Fund		—		—		—


52

Notes to Financial Statements


(UNAUDITED)			04.30.2011

A portion or all of a Fund’s fees and expenses waived 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 waived and/or reimbursed fees and expenses within two years from the Fund’s fiscal year end during which the fees and expenses where originally waived and/or reimbursed. Previously waived 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	10/31/2012		10/31/2011
Growth & Income Fund Class A		$—		$—
Growth & Income Fund Class C		—		—
Growth & Income Fund Class I		—		—
Growth & Income Fund Class R-3		—		—
Growth & Income Fund Class R-5		18		—
International Equity Fund		291,011		120,582
International Equity Fund Class A		2,335		28,859
International Equity Fund Class C		—		23,366
International Equity Fund Class I		448		118
International Equity Fund Class R-3		62		—
International Equity Fund Class R-5		38		—
Investment Grade Bond Fund		172,164		—
Investment Grade Bond Fund Class A		34,565		—
Investment Grade Bond Fund Class C		19,525		—
Investment Grade Bond Fund Class I		22,527		—
Investment Grade Bond Fund Class R-3		36		—
Investment Grade Bond Fund Class R-5		206		—
Large Cap Core Fund Class A		826		8,172
Large Cap Core Fund Class C		3,662		10,264
Large Cap Core Fund Class I		346,050		327,069
Large Cap Core Fund Class R-3		15		—
Large Cap Core Fund Class R-5		70		37
Mid Cap Growth Fund Class I		—		—
Mid Cap Growth Fund Class R-5		—		—
Small Cap Core Value Fund		102,180		281,547
Small Cap Core Value Fund Class A		4,099		8,003
Small Cap Core Value Fund Class C		4,755		5,378
Small Cap Core Value Fund Class I		239,365		134,164
Small Cap Core Value Fund Class R-3		21		—
Small Cap Core Value Fund Class R-5		21		—

For the six-month period ended April 30, 2011, the Manager recovered previously waived expenses as follows:


Recovered fees previously waived	Class A		Class C		Class R-3		Class R-5
Growth & Income Fund		$213		$2,156		$—		$1
Large Cap Core Fund		—		1,031		1		—
Mid Cap Growth		—		2,629		—		60
Small Cap Core Value Fund		—		845		—		—

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

NOTE 5 | Federal income taxes and distributions Each Fund is treated as a single corporate taxpayer as provided for in the Tax Reform Act of 1986, as amended. Accordingly, no provision for Federal income taxes is required since the Funds intend 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. Federal income tax regulations differ from accounting principles generally accepted in the United States of America; therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/ tax differences to reflect tax character; these adjustments have no effect on net assets or NAV per share. Financial reporting records are not adjusted for temporary differences.


			53

Notes to Financial Statements


(UNAUDITED)		04.30.2011

As of April 30, 2011, the identified cost of investments in securities owned by each Fund for Federal income tax purposes were as follows:


	Identified cost
Capital Appreciation Fund		$479,809,345
Growth & Income Fund		210,740,378
International Equity Fund		57,204,681
Investment Grade Bond Fund		98,509,003
Large Cap Core Fund		119,032,299
Mid Cap Growth Fund		271,846,495
Mid Cap Stock Fund		1,233,905,171
Small Cap Core Value Fund		53,507,030
Small Cap Growth Fund		712,189,795

As of April 30, 2011, the net unrealized appreciation (depreciation) of investments in securities owned by each Fund were as follows:


	Unrealized appreciation		Unrealized depreciation			Net unrealized appreciation (depreciation)
Capital Appreciation Fund		$188,993,947		$(7,693,828	)		$181,300,119
Growth & Income Fund		46,749,043		(5,072,775	)		41,676,268
International Equity Fund		19,431,148		(538,272	)		18,892,876
Investment Grade Bond Fund		969,022		(502,749	)		466,273
Large Cap Core Fund		33,023,097		(1,508,289	)		31,514,808
Mid Cap Growth Fund		84,268,560		(2,614,322	)		81,654,238
Mid Cap Stock Fund		159,172,868		(11,693,091	)		147,479,777
Small Cap Core Value Fund		32,910,039		(1,175,552	)		31,734,487
Small Cap Growth Fund		316,471,659		(3,937,171	)		312,534,488

NOTE 6 | Subsequent events The Manager has evaluated subsequent events through June 15, 2011, the date these financial statements were issued, and determined that no material events or transactions would require recognition or disclosure in the Funds’ financial statements.

Effective June 1, 2011, Eagle Asset Management terminated the subadvisory agreement with Thornburg Investment Management, Inc. and took over the day-to-day responsibility of the Eagle Growth & Income Fund’s Investment Portfolio.


54

Understanding Your Ongoing Costs


(UNAUDITED)			04.30.2011

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 cost (in dollars) of investing in each Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect one-time transaction expenses, such as sales charges or redemption fees. Therefore, if these transactional costs were included, your costs would have been higher. For more information, see your Fund’s prospectus or contact your financial advisor.

Actual expenses | The table below shows the actual expenses you would have paid on a $1,000 investment in each Fund on November 1, 2010, and held through April 30, 2011. It also shows how much a $1,000 investment would be worth at the close of the period, 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.


	Beginning account value November 1, 2010		Ending account value April 30, 2011		Expenses paid during period (a)		Annualized expense ratio
Eagle Capital Appreciation Fund
Class A		$1,000.00		$1,132.20		$6.40		1.21%
Class C		$1,000.00		$1,128.50		$10.34		1.96%
Class I		$1,000.00		$1,134.00		$4.87		0.92%
Class R-3		$1,000.00		$1,131.00		$7.77		1.47%
Class R-5		$1,000.00		$1,134.20		$4.82		0.91%
Eagle Growth & Income Fund
Class A		$1,000.00		$1,118.80		$6.15		1.17%
Class C		$1,000.00		$1,114.00		$10.06		1.92%
Class I		$1,000.00		$1,119.70		$4.68		0.89%
Class R-3		$1,000.00		$1,117.00		$7.45		1.42%
Class R-5		$1,000.00		$1,119.80		$4.99		0.95%
Eagle International Equity Fund
Class A		$1,000.00		$1,102.00		$8.91		1.71%
Class C		$1,000.00		$1,098.00		$12.80		2.46%
Class I		$1,000.00		$1,103.60		$6.00		1.15%
Class R-3		$1,000.00		$1,104.50		$9.13		1.75%
Class R-5		$1,000.00		$1,106.10		$6.01		1.15%
Eagle Investment Grade Bond Fund
Class A		$1,000.00		$989.70		$4.19		0.85%
Class C		$1,000.00		$985.90		$8.12		1.65%
Class I		$1,000.00		$990.70		$2.96		0.60%
Class R-3		$1,000.00		$987.60		$5.67		1.15%
Class R-5		$1,000.00		$990.70		$2.96		0.60%
Eagle Large Cap Core Fund
Class A		$1,000.00		$1,169.50		$7.42		1.38%
Class C		$1,000.00		$1,164.60		$11.54		2.15%
Class I		$1,000.00		$1,172.40		$5.12		0.95%
Class R-3		$1,000.00		$1,168.10		$8.87		1.65%
Class R-5		$1,000.00		$1,172.40		$5.12		0.95%
Eagle Mid Cap Growth Fund
Class A		$1,000.00		$1,219.10		$6.60		1.20%
Class C		$1,000.00		$1,214.50		$10.71		1.95%
Class I		$1,000.00		$1,220.40		$5.01		0.91%
Class R-3		$1,000.00		$1,217.40		$7.97		1.45%
Class R-5		$1,000.00		$1,220.60		$4.96		0.90%
Eagle Mid Cap Stock Fund
Class A		$1,000.00		$1,159.20		$6.05		1.13%
Class C		$1,000.00		$1,154.80		$10.04		1.88%
Class I		$1,000.00		$1,160.90		$4.50		0.84%
Class R-3		$1,000.00		$1,157.70		$7.33		1.37%
Class R-5		$1,000.00		$1,161.10		$4.45		0.83%
Eagle Small Cap Core Value Fund
Class A		$1,000.00		$1,241.80		$8.34		1.50%
Class C		$1,000.00		$1,236.50		$12.75		2.30%
Class I		$1,000.00		$1,244.80		$5.29		0.95%
Class R-3		$1,000.00		$1,240.50		$9.44		1.70%
Class R-5		$1,000.00		$1,245.00		$5.29		0.95%
Eagle Small Cap Growth Fund
Class A		$1,000.00		$1,270.50		$6.36		1.13%
Class C		$1,000.00		$1,266.00		$10.56		1.88%
Class I		$1,000.00		$1,272.00		$4.62		0.82%
Class R-3		$1,000.00		$1,268.80		$7.71		1.37%
Class R-5		$1,000.00		$1,272.20		$4.68		0.83%

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


			55

Understanding Your Ongoing Costs


(UNAUDITED)		04.30.2011

Hypothetical example for comparison purposes | All mutual funds now follow guidelines to assist shareholders in comparing expenses between different funds. Per these guidelines, the table below shows each Fund’s expenses based on a $1,000 investment held from November 1, 2010 through April 30, 2011 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.


	Beginning account value November 1, 2010		Ending account value April 30, 2011		Expenses paid during period (a)		Annualized expense ratio
Eagle Capital Appreciation Fund
Class A		$1,000.00		$1,018.79		$6.06		1.21%
Class C		$1,000.00		$1,015.08		$9.79		1.96%
Class I		$1,000.00		$1,020,23		$4.61		0.92%
Class R-3		$1,000.00		$1,017.50		$7.35		1.47%
Class R-5		$1,000.00		$1,020.28		$4.56		0.91%
Eagle Growth & Income Fund
Class A		$1,000.00		$1,018.99		$5.86		1.17%
Class C		$1,000.00		$1,015.27		$9.59		1.92%
Class I		$1,000.00		$1,020.38		$4.46		0.89%
Class R-3		$1,000.00		$1,017.75		$7.10		1.42%
Class R-5		$1,000.00		$1,020.08		$4.76		0.95%
Eagle International Equity Fund
Class A		$1,000.00		$1,016.31		$8.55		1.71%
Class C		$1,000.00		$1,012.60		$12.28		2.46%
Class I		$1,000.00		$1,019.09		$5.76		1.15%
Class R-3		$1,000.00		$1,016.12		$8.75		1.75%
Class R-5		$1,000.00		$1,019.09		$5.76		1.15%
Eagle Investment Grade Bond Fund
Class A		$1,000.00		$1,020.58		$4.26		0.85%
Class C		$1,000.00		$1,016.61		$8.25		1.65%
Class I		$1,000.00		$1,021.82		$3.01		0.60%
Class R-3		$1,000.00		$1,019.09		$5.76		1.15%
Class R-5		$1,000.00		$1,021.82		$3.01		0.60%
Eagle Large Cap Core Fund
Class A		$1,000.00		$1,017.95		$6.90		1.38%
Class C		$1,000.00		$1,014.13		$10.74		2.15%
Class I		$1,000.00		$1,020.08		$4.76		0.95%
Class R-3		$1,000.00		$1,016.61		$8.25		1.65%
Class R-5		$1,000.00		$1,020.08		$4.76		0.95%
Eagle Mid Cap Growth Fund
Class A		$1,000.00		$1,018.84		$6.01		1.20%
Class C		$1,000.00		$1,015.12		$9.74		1.95%
Class I		$1,000.00		$1,020.28		$4.56		0.91%
Class R-3		$1,000.00		$1,017.60		$7.25		1.45%
Class R-5		$1,000.00		$1,020.33		$4.51		0.90%
Eagle Mid Cap Stock Fund
Class A		$1,000.00		$1,019.19		$5.66		1.13%
Class C		$1,000.00		$1,015.47		$9.39		1.88%
Class I		$1,000.00		$1,020.63		$4.21		0.84%
Class R-3		$1,000.00		$1,018.00		$6.85		1.37%
Class R-5		$1,000.00		$1,020.68		$4.16		0.83%
Eagle Small Cap Core Value Fund
Class A		$1,000.00		$1,017.36		$7.50		1.50%
Class C		$1,000.00		$1,013.39		$11.48		2.30%
Class I		$1,000.00		$1,020.08		$4.76		0.95%
Class R-3		$1,000.00		$1,016.36		$8.50		1.70%
Class R-5		$1,000.00		$1,020.08		$4.76		0.95%
Eagle Small Cap Growth Fund
Class A		$1,000.00		$1,019.19		$5.66		1.13%
Class C		$1,000.00		$1,015.47		$9.39		1.88%
Class I		$1,000.00		$1,020.73		$4.11		0.82%
Class R-3		$1,000.00		$1,018.00		$6.85		1.37%
Class R-5		$1,000.00		$1,020.68		$4.16		0.83%


56

Principal Risks

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 current principal investment strategies. These risk factors are explained following the table.

Risk

Capital
Appreciation

Growth &
Income

International
Equity

Investment
Grade
Bond

Large Cap
Core

Mid Cap
Growth

Mid Cap
Stock

Small Cap
Core
Value

Small Cap
Growth

Call

Covered call options

Credit

Derivatives

Emerging markets

Focused holdings

Foreign securities

Government sponsored enterprises

Growth stocks

High-yield securities

Inflation

Interest rates

Issuer and market

Liquidity

Market timing activities

Mortgage- and asset-backed securities

Other investment companies and ETFs

Portfolio turnover

Precious metal-related instruments

Sectors

Small- and mid-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.

Covered call options | Because a fund may write covered call options, a fund may be exposed to risk stemming from

changes in the value of the stock that the option is written against. While call option premiums may generate incremental portfolio income, they also can limit gains from market movements.

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.


			57

Principal Risks

Derivatives | A fund may use derivatives such as futures contracts, forward foreign currency contracts and options on futures to adjust the risk/return characteristics of its investment portfolio. These practices, however, may present risks different from or in addition to the risks associated with investments in foreign currencies. There can be no assurance that any strategy used will succeed. If a fund’s portfolio manager incorrectly forecasts stock market values or currency exchange rates in utilizing a strategy for the fund, the fund could lose money.

Emerging markets | When investing in emerging markets, the risks mentioned below of investing in foreign securities are heightened. Emerging markets have unique risks that are greater than or in addition to investing in developed markets because emerging markets are generally smaller, less developed, less liquid and more volatile than the securities markets of the U.S. and other developed markets. There are also risks of: greater political uncertainties; an economy’s dependence on revenues from particular commodities or on international aid or development assistance; currency transfer restrictions; a limited number of potential buyers for such securities; and delays and disruptions in securities settlement procedures. In addition, there may be more volatile rates of return.

Focused holdings | For funds that normally hold a core portfolio of stocks of fewer companies than other more diversified funds, the increase or decrease of the value of a single stock may have a greater impact on the fund’s net asset value (“NAV”) and total return.

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

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.


58

Principal Risks

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

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.

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 potentially may 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.

Precious metal-related instruments | Precious metal-related instruments can fluctuate due to monetary and political developments such as economic cycles, the devaluation of currency, changes in inflation or expectations about inflation in various countries, interest rates, metal sales by governments or


			59

Principal Risks

other entities, government regulation including the possibility that the U.S. government could restrict or prohibit the ownership of gold, and resource availability and demand. Changes in the political climate for major precious metal producers such as China, Australia, South Africa, Russia, the United States, Peru and Canada may have a direct impact on worldwide precious metal prices. Based on historical experience, during periods of economic or fiscal instability precious metal-related instruments may be subject to extreme price fluctuations, reflecting the high volatility of precious metal prices during such periods. In addition, the instability of precious metal prices may result in volatile earnings of precious metal-related companies, which may, in turn, adversely affect the financial condition of such companies.

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- and mid-cap companies | Investments in small- and mid-cap companies generally involve greater risks than

investing in large-capitalization companies. Small- and mid-cap companies often have narrower commercial markets and more limited managerial and financial resources than larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of a fund’s portfolio. Generally, the smaller the company size, the greater these risks. Additionally, small- and mid-cap companies may have less market liquidity than large-cap companies.

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.


60

LOGO

eDelivery is the most convenient, economical and

environmentally-conscious way to receive information about your fund.

To enroll, please visit

eagleasset.com/eDelivery

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

This report is for the information of shareholders of the Eagle Mutual Funds. If you wish to review additional information on the portfolio holdings of a fund, a complete schedule has been filed with the Securities and Exchange Commission (“Commission”) for the first and third quarters of each fund’s fiscal year end on Form N-Q. These filings are available on the Commission’s website at www.sec.gov and may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330. A description of each fund’s proxy voting policies, procedures and information regarding how each fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2009, is available without charge, upon request, by calling the Eagle Family of Funds, toll-free at the number above, by accessing our website at eagleasset. com or by accessing the Commission’s website at www.sec.gov.

727.567.8143 | 800.421.4184

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

Item 2. Code of Ethics

Not applicable to semi-annual reports.

Item 3. Audit Committee Financial Expert

Not applicable to semi-annual reports.

Item 4. Principal Accountant Fees and Services

Not applicable to semi-annual reports.

Item 5. Audit Committee of Listed Registrants

Not applicable to the registrant.

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 registrant.

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

Not applicable to the registrant.

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

Not applicable to the registrant.

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

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

Item 11. Controls and Procedures

(a)

Based on an evaluation of the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended), the Principal Executive Officer and Principal Financial Officer of Eagle Capital Appreciation Fund have concluded that such disclosure controls and procedures are effective as of June 28, 2011.

(b)	There was no change in the internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) of Eagle Capital Appreciation Fund that occurred during the second fiscal quarter of the period covered by this report that has

materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Item 12. Exhibits

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

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

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

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

SIGNATURES

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


						EAGLE CAPITAL APPRECIATION FUND

Date: June 28, 2011

						/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 registrant and in the capacities and on the dates indicated.


Date: June 28, 2011						EAGLE CAPITAL APPRECIATION FUND

						/s/ Susan L. Walzer
						Susan L. Walzer
						Principal Executive Officer

Date: June 28, 2011

						/s/ Carolyn Gill
						Carolyn Gill
						Principal Financial Officer