As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/21/14  Carillon Series Trust             N-14¶                 10:16M                                    K&L Gates LLP/DC/FA
          → Carillon Eagle Smaller Co. Fund ⇒ Class A (EGEAX) — Class C (EGECX) — Class I (EGEIX) — Class R-3 (EGERX) — Class R-5 (EGESX) — Class R-6 (EGEUX)
          → Eagle Small Cap Stock Fund ⇒ Class A (EGSAX) — Class C (EGSCX) — Class I (EGSJX) — Class R-3 (EGSRX) — Class R-5 (EGSTX) — Class R-6 (EGSVX)

Document/Exhibit                   Description                      Pages   Size 

 1: N-14        Registration Statement by an Open-End Investment    HTML    740K 
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10: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML      8K 
 3: EX-99.11 OPIN COUNSL  Miscellaneous Exhibit                     HTML     17K 
 4: EX-99.14 OTH CONSENT  Miscellaneous Exhibit                     HTML      7K 
 5: EX-99.16 PWR OF ATTY  Miscellaneous Exhibit                     HTML      9K 
 6: EX-99.17 (AS APPROP)  99.17(A)                                  HTML    801K 
 7: EX-99.17 (AS APPROP)  99.17(B)                                  HTML    579K 
 8: EX-99.17 (AS APPROP)  99.17(C)                                  HTML   1.96M 
 9: EX-99.17D   Miscellaneous Exhibit                               HTML   1.98M 
 2: EX-99.6 ADVSER CONTR  99.6(D)                                   HTML     17K 

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

Top performers  |  Google, Inc. (Class A) focuses on improving the ways people connect with information by providing a variety of services and tools for advertisers of all sizes, from simple text ads to display and mobile advertising and to publishers. Overall ad impression and click volume continued to increase during the period driving the stock higher. NIKE, Inc. (Class B) designs, develops, markets and sells high quality footwear, apparel, and equipment, accessories and services. The company had better-than-expected gross margins through the year which drove the stock’s earnings higher. Order demand has been strong as the company executes on the global consumer’s growing demand for innovation and performance in athletic footwear and apparel. One strong area of growth was emerging markets where Nike saw a 16% revenue increase in fiscal 2013. Schlumberger Ltd. operates as an oilfield services company, which supplies technology, project management and information solutions for the oil and gas industry. Shares have rallied on strong North American

 

deep-water oil services demand and a renewed share buyback. Chipotle Mexican Grill, Inc. operates fast-casual Mexican-food restaurants across the United States. Same store sales grew 5.8% in the third quarter of 2013, faster than the 4.6% consensus. Long-term opportunities appear strong as the company is looking to expand into the breakfast area. American Express Co. is a global payments and travel company. The company was a positive contributor in the Fund as the company appears to have benefited from strong tailwinds towards plastic money instead of cash and the explosion in online shopping. Card member spending remained strong in the United States despite events in Washington that could have led to fiscal drag. Credit quality has been high with the company reporting historically low net write-offs worldwide. The Fund continues to hold each of the securities noted above as “top performers.”

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

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

Underperformers  |  American Campus Communities, Inc., is a real estate investment trust (“REIT”) which manages on-campus and off-campus housing facilities for students at various universities in the United States. With interest rates expected to rise, REITs in general have been punished by the market. The company took on an acquisition whose integration proved to be more complicated than anticipated. As a result, the company was unable to execute efficiently during an important leasing window, necessitating increased marketing expenditures which caused the company to miss earnings. The Fund continues to own the stock as the PM team sees tremendous cash flow potential and believes the marketing expenses were temporary in nature. Digital Realty Trust, Inc., also a REIT that has felt the impact of expected interest rate increases, is a company that operates data centers in the United States. The Fund sold the stock in an effort to reduce its exposure to the industry, but also because the PM team believed pricing was soft and the uneven economic recovery has led to companies deferring leasing decisions. CenturyLink, Inc., an integrated telecommunications company, surprised investors with the announcement of a major shift in the company’s capital allocation plan, which included a dividend cut. The Fund continues to hold the stock; however, the PM team is actively monitoring the situation. Abbott Laboratories, a global leading health care company, split into two companies, a medical device company and a pharmaceuticals company. The Fund sold the stock during the period as the PM team believed the medical device

 

company was too richly valued and the pharmaceuticals company to be too risky. International oil and gas company, Exxon Mobil Corp, was sold during the period, as the company’s management had positioned it for a scenario which did not come to pass: low oil prices, a natural gas shortage and petrochemicals produced in Asia. The PM team saw better investment opportunities available in the space.

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

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

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

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

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

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

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

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

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

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

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

 

 

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

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

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

 

 

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

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

Underperformers  |  Mistras Group, Inc. provides highly technical products and services that test the structural integrity and reliability of infrastructure in the energy, industrial and public marketplaces. The company’s business was negatively impacted by the slow economy in the United States and very low activity levels in the oil refining industry throughout the year. The Fund continues to hold the security due to the company’s niche focus and growth potential. The Portfolio Management team (“PM team”) believes that ValueClick, Inc., a digital marketing services provider, has experienced a tough combination of an increasingly competitive landscape and some self-inflicted sales execution issues. Additionally, there was a less-than-anticipated windfall to the company from Google Inc. in connection with the company’s exit from the affiliate marketing business. Vitamin Shoppe, Inc., a specialty retailer of vitamins, sports nutrition, and health and beauty aids products, underperformed due to a deceleration in sales, declining new store productivity, margin-dilutive investments and increased promotional activity; all of these factors led to back-end-loaded guidance for 2013. The PM team continues to like the company’s positioning in the vitamin, minerals and supplements market, its specialized niche as the industry leader based on its broad assortment and well-trained sales associates plus its square footage growth potential. Volcano Corporation, a developer of devices designed to assist with percutaneous coronary intervention, has had inconsistent performance this year. The PM team believes that much of the blame is on general industry malaise, and that there has been a significant decrease in volumes, which appears to have been reported by other larger companies that focus in the space. The company also has a large exposure to Japan, and has been hurt on foreign currency exchange rates. Vocera Communications, Inc. is a leader in hands-free, instant communication solutions with a focus on the healthcare industry. The company believes this is a $6 billion global market opportunity, where they are less than 2% penetrated. It has over 750 customers and a 95% retention rate. Unfortunately, being a young company, it is still learning

 

the ways of its customers and, as such, reported first quarter financial results and guidance that did not meet investor expectations. The PM team believes that the company had a nice second quarter, and remains conservative on forward guidance. The Fund continues to hold each of the securities noted above as “underperformers.”

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

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

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

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

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

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

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

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

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

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

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