Eagle Mutual Funds: Proxy Solicitation of Shareholders

Shareholders of record on June 9, 2017 will receive proxy solicitation materials for a special joint meeting of shareholders called by the Eagle Funds' Boards of Trustees. Shareholders of record on June 9, 2017 are encouraged to cast their vote on these important proposals prior to the meeting to be held on Wednesday, August 16, 2017 at 10:00 a.m. ET, at the Eagle Funds' principal executive office, located at 880 Carillon Parkway, St. Petersburg, Florida 33716.

As the date of the meeting approaches, shareholders who have yet to vote their shares may be contacted by representatives of the Eagle mutual funds, Broadridge Proxy Services, to encourage shareholder participation. Contact with a shareholder begins with the caller clearly identifying themselves and explaining that they are calling regarding the Eagle mutual fund holdings within their account. Materials are available for review at https://www.eagleasset.com/prospectus.htm. The following items will be submitted to shareholders for approval:

Proposal 1:

To approve an Agreement and Plan of Reorganization and Termination pursuant to which the Fund will be reorganized into a corresponding new series of Carillon Series Trust, a newly established Delaware statutory trust, as follows:

  • Eagle Capital Appreciation Fund into Carillon ClariVest Capital Appreciation Fund,
  • Eagle Growth & Income Fund into Carillon Eagle Growth & Income Fund,
  • Eagle International Stock Fund into Carillon ClariVest International Stock Fund,
  • Eagle Investment Grade Bond Fund into Carillon Eagle Investment Grade Bond Fund,
  • Eagle Mid Cap Growth Fund into Carillon Eagle Mid Cap Growth Fund,
  • Eagle Mid Cap Stock Fund into Carillon Eagle Mid Cap Stock Fund,
  • Eagle Small Cap Growth Fund into Carillon Eagle Small Cap Growth Fund,
  • Eagle Smaller Company Fund into Carillon Eagle Smaller Company Fund, and
  • Eagle Tactical Allocation Fund into Carillon Cougar Tactical Allocation Fund.

Proposal 2:

To implement “multi-manager” arrangements for the Fund whereby the Fund's investment adviser, subject to approval by the Fund's Board of Trustees, would be able to select subadvisers to manage all or a portion of the assets of the Fund and materially amend subadvisory agreements with subadvisers that are affiliated or unaffiliated with the investment adviser or the Fund, without obtaining shareholder approval.

Proposal 1, if approved, enables each Fund to reorganize as a series of a new Delaware statutory trust. The Board of Trustees of each Trust believes that the Delaware statutory trust form of organization offers a number of advantages over the Trusts' present form of organization as Massachusetts business trusts. As a Delaware statutory trust, the Trusts will have a more flexible governance structure which may permit the Funds to operate with greater efficiency, react more quickly to changes in competitive and regulatory conditions, and may result in cost savings over time. Furthermore, operating as a single trust entity rather than three separate entities offers the potential for operational efficiencies in the administration of the Funds, which also may result in cost savings over time.

The Board of Trustees of each Trust believes Proposal 2, if approved, will benefit Fund shareholders by allowing Carillon, the Fund's investment adviser, or a successor adviser, subject to Board approval, the flexibility to hire or replace Fund subadvisers or materially amend subadvisory agreements, regardless of whether the subadviser is affiliated or unaffiliated with Carillon, without incurring the significant delay and expense associated with obtaining prior shareholder approval for such changes. As explained in more detail in the proxy statement, the implementation of Proposal 2 is contingent on both shareholder approval and the SECís issuance of the requested exemptive relief.

Each Trust's Board of Trustees, including its independent trustees, has carefully reviewed these proposals and unanimously recommends that shareholders vote “FOR” each proposal.

Please consider the investment objectives, risks, charges, and expenses of any fund carefully before investing. Contact Eagle Fund Services at 1.800.421.4184 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.

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Eagle mutual funds may be offered only to persons in the United States and its territories, and by way of a prospectus. This web site should not be considered a solicitation or offering of any Eagle mutual fund to investors residing outside the United States or its territories.

Carillon Fund Distributors, Inc., Member FINRA. 880 Carillon Parkway, St. Petersburg, FL 33716