Dear Valued Shareholder:

The Reorganization will take effect on or about February 23, 2015.  No shareholder vote is required for the Reorganization.  You do not need to take any action regarding your account.  At the time of the Reorganization, shareholders of Small Cap Stock automatically will become shareholders of Smaller Company, receiving shares of Smaller Company having an aggregate net asset value equal to the shareholder’s investment in Small Cap Stock.

Both Funds are managed by Eagle Investment Management, Inc. and have substantially similar investment objectives, policies and risks, but different investment strategies.  Accordingly, the Reorganization will result in no material changes to Small Cap Stock’s investment objective, policies or risks, though its investment strategies will change.  The attached Combined Prospectus and Information Statement contains further information regarding the Reorganization and Smaller Company.  Please read it carefully.

The Board believes that the Reorganization will benefit Small Cap Stock and its shareholders as a result of the  Smaller Company’s longer performance record and  larger asset base.  Smaller Company has identical contractual expense caps as Small Cap Stock, which Eagle has agreed to maintain until February 29, 2016.  Currently, Smaller Company’s annual fund operating expenses after fee waiver and/or expense reimbursement (“Net Expenses”) are slightly higher than Small Cap Stock’s Net Expenses.  However, Eagle believes that the Net Expenses of Small Cap Stock would have increased in the short-term.  Eagle also believes that, after the Reorganization, Small Company will achieve economies of scale that will lower Smaller Company’s Net Expenses over time.  Further, the Reorganization is not expected to result directly in any adverse tax consequences or changes in account values for shareholders, though Small Cap Stock shareholders may receive taxable distributions of net capital gain shortly before the Reorganization.  No sales load, commission or other fee will be imposed on shareholders in connection with the tax-free exchange of their shares.  Detailed information regarding the Reorganization is contained in the enclosed materials.  If you have any questions regarding the Reorganization, please call Eagle Family of Funds toll-free at 800.421.4184.

Small Cap Stock previously sent its Annual Report and Semi-Annual Report to its shareholders.  For a free copy of these reports or any of the documents listed above, you may call 1.800.421.4184, send an email to EagleFundServices@eagleasset.com, or write to Small Cap Stock at:

You also may obtain many of these documents by accessing the Internet site for the Funds at  eagleasset.com.  Text-only versions of all the Funds’ documents can be viewed online or downloaded from the EDGAR database on the SEC’s Internet site at www.sec.gov.  You can review and copy information regarding the Funds by visiting the SEC’s Public Reference Room, Room 1580, 100 F Street NE, Washington, D.C. 20549.  You can obtain copies, upon payment of a duplicating fee, by sending an e-mail request to publicinfo@sec.gov or by writing the Public Reference Room at the address above.  Information on the operations of the Public Reference Room may be obtained by calling 1.800.SEC.0330.

After careful consideration of a number of factors, the Board  voted to approve the reorganization of  Small Cap Stock into Smaller Company.  In the Reorganization, Smaller Company would acquire all of the assets of Small Cap Stock in exchange solely for the assumption of all the liabilities of Small Cap Stock and the issuance of shares of Smaller Company to be distributed pro rata by Small Cap Stock to its shareholders in complete liquidation and termination of Small Cap Stock.  As a result of the Reorganization, each shareholder of Small Cap Stock would become the owner of Smaller Company’s shares having a total aggregate value equal to the total aggregate value of his or her holdings in Small Cap Stock on the Closing Date.

Please note the following information regarding the Reorganization:

For the five-year period through December 31, 2013, Smaller Company’s Class A shares’ highest quarterly return was 25.26% for the quarter ended June 30, 2009 and the lowest quarterly return was (19.93)% for the quarter ended September 30, 2011.  For the period from January 1, 2014 through September 30, 2014, Smaller Company’s Class A shares’ total return (not annualized) was (5.49)%.  These returns do not reflect sales charges.  If the sales charges were reflected, the returns would be lower than those shown.

Average Annual Total Returns for the period ended December 31,  2013.  The tables below show how the average annual total returns (adjusted to reflect applicable sales charges) for each class of shares of Small Cap Stock and Smaller Company (before and after taxes) for the periods shown compare to those of a broad-based index.  The table also shows total returns that have been calculated to reflect return after taxes on distributions and return after taxes on distributions and assumed sale of Fund shares.

The terms and conditions under which the Reorganization will be consummated are set forth in the Plan, a copy of the form of which is attached as Appendix A to this Information Statement.  Significant provisions of the Plan are summarized below; however, this summary is qualified in its entirety by reference to the Plan itself.

The Plan provides for the Reorganization to occur on or about February 23, 2015.  The Plan provides that pursuant to the Reorganization, all of the assets of Small Cap Stock will be transferred to Smaller Company at the close of business (or other time  determined by the Trust) on the Closing Date  (the “Effective Time”).  In exchange for that transfer of  assets, Smaller Company will simultaneously (a) issue to Small Cap Stock a number of full and fractional Smaller Company shares, by class, equal in value to the aggregate NAV of Small Cap Stock outstanding at the Effective Time and (b) assume all of the liabilities of Small Cap Stock.

As provided in the Plan, expenses solely and directly related to the Reorganization (as determined in accordance with guidelines set by the Internal Revenue Service), other than brokerage or similar expenses incurred by or for the benefit of Small Cap Stock in connection with the Reorganization, will be split equally between Eagle, the investment manager of each Fund, and Small Cap Stock, though Smaller Company will pay any fees payable to governmental authorities for the registration or qualification of the Smaller Company shares distributable to Small Cap Stock shareholders pursuant to the Reorganization and all related transfer agency costs..

The Board met on November 14, 2014 to consider information in connection with the Reorganization.  In determining whether to approve the Reorganization and Plan, the Board, including the Independent Trustees, with the advice and assistance of independent legal counsel, inquired into and considered a number of matters, including:  (1) the terms and conditions of the Reorganization; (2) the compatibility of the investment programs of Small Cap Stock and Smaller Company; (3) the expense ratios of each Fund on a comparative basis and projected pro forma estimated expense ratios, as well as the sales load of each Fund’s share classes; (4) the relative historical performance record of the Funds; (5) the historical asset levels of Small Cap Stock and its prospects for future growth; (6) the continuity of advisory and portfolio management, distribution and shareholder services provided by the Reorganization; (7) that Eagle will  bear the costs associated with the Reorganization (other than brokerage or similar expenses incurred by or for the benefit of Small Cap Stock in connection with the Reorganization) and Smaller Company will pay any fees payable to governmental authorities for the registration or qualification of the Smaller Company shares distributable to Small Cap Stock shareholders pursuant to the Reorganization and related transfer agency costs; (8) the benefits to Eagle as a result of the Reorganization; and (9) the non-recognition of any gain or loss for federal income tax purposes to Small Cap Stock or its shareholders as a result of the Reorganization.  The Board did not assign specific weights to any or all of these factors, but it did consider all of them in determining, in its business judgment, to approve the Reorganization and Plan.

At the meetings, representatives of Eagle discussed the rationale for the Reorganization.  Eagle’s representatives explained that Small Cap Stock has a small asset base, a short performance record and that its investment performance has trailed its Lipper, Inc. (“Lipper”) peer group, making it difficult to attract new assets to Small Cap Stock.  In addition, Eagle has waived and/or reimbursed a substantial amount of Small Cap Stock’s operating expenses and expects that, based on current asset levels, it would be required to do so for Small Cap Stock for the foreseeable future.  If Eagle discontinued these waivers and/or reimbursements, the costs to Small Cap Stock shareholders would increase substantially.  As a result, Eagle’s representatives recommended reorganizing Small Cap Stock into Smaller Company.  Eagle’s representatives explained that merging the Funds would benefit Small Cap Stock’s shareholders by moving them into a Fund, managed by the same portfolio management team, that has a larger and stable asset base and that is more marketable with potential for long-term growth.  Eagle’s representatives also noted that Small Cap Stock and Smaller Company have substantially similar investment objectives, but employ different investment strategies to meet those objectives.

Eagle’s representatives noted that Smaller Company’s annual fund operating expenses after fee waiver and/or expense reimbursement (“Net Expenses”) are slightly higher than Small Cap Stock’s Net Expenses.  However, they also noted that Eagle believes that the Net Expenses of Small Cap Stock would have increased in the short term and that, after the Reorganization, Small Company will achieve economies of scale that will lower Smaller Company’s Net Expenses over time. In addition, Smaller Company has identical contractual expense caps as Small Cap Stock, which Eagle has agreed to maintain

until February 29, 2016.  Eagle’s representatives acknowledged that the Reorganization would benefit Eagle to the extent that Eagle would no longer continue to waive and/or reimburse the operating expenses for Small Cap Stock and would lower the amounts to be waived and/or reimbursed for Smaller Company.

Eagle’s representatives also noted that merging the Funds is expected to result in economies of scale as fixed expenses would be dispersed over a larger asset and shareholder base, thereby allowing the shareholders of both Funds to realize a reduction in expenses when the Reorganization is effected.

Eagle’s representatives discussed the historical performance records of the Funds.  They noted that Small Cap Stock both have underperformed  their Lipper peer group and benchmark index,  but that Smaller Company has a longer performance history.

Eagle’s representatives explained that alternatives to the Reorganization were considered, including liquidating and terminating Small Cap Stock, but that it was determined that the more beneficial course of action for shareholders would be to merge the Funds due to the tax-free nature of the Reorganization.

Eagle’s representatives then reviewed with the Board the terms and conditions of the Plan, noting that the Reorganization was expected to be tax-free to Small Cap Stock and its shareholders.  Eagle’s representatives noted that the interests of the shareholders would not be diluted by the Reorganization because it would be effected on the basis of the Fund’s NAV.  Eagle’s representatives further noted that the Plan provides that Eagle will pay the costs associated with the Reorganization (other than brokerage or similar expenses incurred by or for the benefit of Small Cap Stock in connection with the Reorganization), though Smaller Company will pay any fees owed to governmental authorities for the registration or qualification of the Smaller Company shares distributable to Small Cap Stock shareholders and all related transfer agency costs.   They then recommended that the Board approve the Reorganization.

In reaching the decision to approve the Reorganization and Plan, the Board, including the Independent Trustees, concluded that the participation of Small Cap Stock in the Reorganization would be in the best interests of Small Cap Stock and that the interests of the shareholders of Small Cap Stock would not be diluted as a result of the Reorganization.  The Board’s conclusion was based on a number of factors, including those discussed above under the section of this Information Statement entitled “Considerations Regarding the Reorganization.”

On the basis of the information provided to it and its evaluation of that information, the Board, including the Independent Trustees, voted unanimously to approve the Reorganization and Plan.

The shareholders of Small Cap Stock will receive Class A, Class C, Class I, Class R-3, Class R-5 or Class R-6 shares of Smaller Company in accordance with the procedures provided for in the Plan.  All such shares will be fully paid and non-assessable by Smaller Company when issued and will have no preemptive or conversion rights.

Smaller Company is registered with the SEC as an open-end management investment company, and its Trustees are authorized to issue an unlimited number of shares of beneficial interest.  Shares of Smaller Company represent equal proportionate interests in its assets and have identical voting, dividend, redemption, liquidation, and other rights.

The Board of Trustees of Smaller Company does not intend to hold annual meetings of shareholders of Smaller Company.  It will call special meetings of the shareholders of the Fund only if required under the 1940 Act or in their discretion or upon the written request of holders of 10% or more of the outstanding shares of the Fund entitled to vote.

Under Massachusetts law, the shareholders of Smaller Company will not be personally liable for its obligations; a shareholder is entitled to the same limitation of personal liability extended to shareholders of a corporation.  To guard against the risk that Massachusetts law might not be applied in other states, Smaller Company’s Amended and Restated Declaration of Trust requires that every written obligation of the Fund contain a statement that such obligation may be enforced only against its assets and provides for indemnification out of Fund property of any shareholder nevertheless held personally liable for Fund obligations.

The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization under section 368(a) (1) (C) of the Code.

As a condition to consummation of the Reorganization, the Trust will receive an opinion of K&L Gates LLP, its counsel (“Opinion”), substantially to the effect that, based on the facts and assumptions stated therein and conditioned on certain representations thereof being true and complete at the Effective Time and the Reorganization’s being completed in accordance with the Plan (without the waiver or modification of any terms or conditions of the Plan and without taking into account any amendment thereof that such counsel has not approved) -- for federal income tax purposes:

Notwithstanding clauses (2) and (4), the Opinion may state that no opinion is expressed as to the effect of the Reorganization on either Fund or any shareholder with respect to any transferred asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting.

On or before the Closing Date, Small Cap Stock will distribute substantially all of its undistributed net investment income, net capital gain, net short-term capital gain and net gains from foreign currency transactions, if any, in order to continue to maintain its tax status as a regulated investment company.  That distribution will be taxable to Small Cap Stock’s shareholders that receive it.

Any waivers or reimbursements will have the effect of lowering the overall expense ratio for Smaller Company and increasing its overall return to investors at the time any such amounts were waived and/or reimbursed.  A discussion regarding the basis for Smaller Company’s Board’s approval of the Investment Advisory Agreement is available in the Annual Report to Shareholders for the period ended October 31, 2013.

The legal counsel to  the Trust is K&L Gates LLP, located at 1601 K Street, N.W., Washington, DC 20006-1682.

For additional information regarding your investment in the Funds (and the other Funds in the Eagle Family of Funds) , including: (1) purchase, exchange and redemption information; (2) valuation of Fund shares; (3) account and transaction policies; and (4) information regarding dividends, capital gain distributions and taxes, please see Appendix B.  Additionally, the Prospectus and SAI of Small Cap Stock dated March 1, 2015 are on file with the SEC and are incorporated by reference into this Information Statement.  Reports and other information about Small Cap Stock are available on the EDGAR Database

at the SEC’s website, sec.gov.  You may also inspect and copy information (at prescribed rates) filed by Smaller Company at the SEC’s Public Reference Room in Washington, DC.

Such transactions shall take place at the Closing (as defined in paragraph 3.1).

Advisor pursuant to paragraph 5.  Notwithstanding the foregoing, Target will endeavor to use its best efforts to discharge all its known liabilities, debts, obligations, and duties before the Effective Time (as defined in paragraph 3.1).  The principal purpose of Acquiring Fund’s assumption of the Liabilities is not avoidance of federal income tax on the transaction.

foregoing, after the Effective Time, Trust shall or shall cause its agents to prepare all federal, state, and local tax returns, including Forms 1099, required to be filed by it with respect to Target’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall cause those tax returns and Forms 1099 to be duly filed with the appropriate taxing authorities.

delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made.

without rendering invalid or unenforceable the remaining terms and provisions hereof or affecting the validity or enforceability of any of the terms and provisions hereof in any other jurisdiction.

Dated as of:  [   ], 2014