EAGLE STRATEGIES LLC

Eagle Strategies LLC Wrap Fee Brochure 51 Madison Avenue Floor 3B, Room 0304 New York, NY 10010 (888) 695-3245 http://www.eaglestrategies.com October 23, 2025 This wrap fee program brochure provides information about the qualifications and business practices of Eagle Strategies LLC. If you have any questions about the contents of this brochure, please contact us at EagleRegulatory@newyorklife.com or (888) 695-3245. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about Eagle Strategies LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. Registration with the SEC does not imply a certain level of skill or training. 1  ITEM 2: MATERIAL CHANGES Not applicable 2  ITEM 3: TABLE OF CONTENTS ITEM 2 MATERIAL CHANGES .……………………………………………………………………………………………………………..…….2 ITEM 3 TABLE OF CONTENTS ……………………………………………………………………………………………………….….…….....3 ITEM 4 SERVICES, FEES AND COMPENSATION …………………………………………………………….…………………………..4 A. Description of Programs and Services ……………….……………………………………………………………………..5 B. Comparing Costs …………………………………………………………………………………….………………………………33 C. More Information on Fees and Compensation …………………….…………..…….………………………………34 D. Compensation and Conflicts ……………………………………………………………………….………………………..42 ITEM 5 ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS ………………………………………………………………..46 ITEM 6 PORTFOLIO MANAGER SELECTION AND EVALUATION …………………………………………………..….…..48 A. Selection and Review Process of Portfolio Managers .……………………………………………………………48 B. Portfolio Managers and Conflicts of Interest ………………………………………….………………………………54 C. Portfolio Managers for Wrap Fee Programs .………………………………………………….……………………….55 ITEM 7 CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS ..……………………………..………..….63 ITEM 8 CLIENT CONTACT WITH PORTFOLIO MANAGERS ………………………………………………………..…….…….64 ITEM 9 ADDITIONAL INFORMATION ……………………………………………………………..…………………………….…………65 A. Disciplinary Information and Other Financial Industry Activities and Affiliations ………..………….65 B. Code of Ethics …………………………………………….………………………………………………………………………….68 C. Review of Accounts …………………………………………….………………………………………………………………….70 D. Client Referrals and Other Compensation ……………………………………….……………………………………..71 E. Financial Information …………………………………………..…………………………………………………………………72 3  ITEM 4: SERVICES, FEES AND COMPENSATION Eagle Strategies LLC (“Eagle,” “we” or “us”) is an investment adviser registered with the Securities and Exchange Commission (“SEC”) and subject to the Investment Advisers Act of 1940, as amended (“Advisers Act”). Eagle is qualified with appropriate securities authorities to offer investment advisory and financial planning services in all 50 states and the District of Columbia. Eagle is an indirect wholly owned subsidiary of New York Life Insurance Company (“New York Life”). Eagle offers a variety of services through our investment adviser representatives (“IARs”). Eagle’s IARs are licensed or permitted by state securities law to offer investment advisory products and services. IARs must also meet Eagle’s other requirements to offer each product or program. Registration of Eagle and licensing of its IARs does not imply a certain level of skill or training. IARs are also insurance agents of New York Life and other affiliated insurance companies, New York Life Insurance and Annuity Corporation (“NYLIAC”) and NYLIFE Insurance Company of Arizona, and registered representatives of NYLIFE Securities LLC (“NYLIFE Securities”), an affiliated broker-dealer. IARs may work individually or as part of a team with other IARs. IARs may also have support staff called Associate Financial Advisors who help service your accounts. Associate Financial Advisors are appropriately licensed or permitted by state securities laws and meet Eagle’s requirements. Services described in this Brochure as being provided by your IAR — such as making recommendations or reviewing your investments — may instead be carried out by another IAR or by an Associate Financial Advisor. An Associate Financial Advisor’s recommendations are reviewed by their IAR. VA”), please Firm Disclosure Brochure Eagle’s primary investment advisory business is providing financial planning and investment management services, including products issued or managed by third parties and our affiliates. All investment advisory activity is based upon each client’s (“you” or “your”) investment objective. This Wrap Fee Brochure (“Brochure”) describes different advisory programs offered by Eagle. For a description of other services, such as financial planning, retirement programs subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), programs in which Eagle is acting as co-advisor with another investment adviser, and Eagle’s advisory services with respect to the New York Life Premier Advisory Variable Annuity (“Advisory at Eagle’s see https://www.eaglestrategies.com/disclosures/. Understanding your Relationship with Eagle. Your financial professional can choose to offer you different investment solutions, including advisory programs described in this Brochure, other advisory programs described in Eagle’s Firm Disclosure Brochure, a brokerage or mutual fund account, or other securities product accounts. There are important differences between, on the one hand, advisory accounts and other advisory services and, on the other hand, brokerage, mutual fund and other securities product accounts in terms of services provided, costs, how your financial professional is paid, and the obligations of your financial professional and the financial services entity. You should carefully consider the differences between various types of programs and accounts before opening an Eagle account or engaging Eagle for other advisory services. Please ask your financial professional if you have questions. 4  In offering you advisory services, your financial professional acts as an IAR. Eagle and its IARs have a fiduciary duty, which means that they act in your best interest considering your investment objectives, financial situation and other circumstances when providing investment advice and eliminate or make full and fair disclosure of all material conflicts of interest. Eagle and your financial professional act as fiduciaries to “Retirement Investors” under Title I of ERISA or the Internal Revenue Code (as applicable), as described under Section II(a)(1) of Department of Labor Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”). A Retirement Investor is (1) a participant or beneficiary of an employee benefit plan with authority to direct the investment of assets in his or her account or to take a distribution, (2) the beneficial owner of an IRA acting on behalf of the IRA, or (3) a fiduciary of a plan as defined under Section 3(2) of ERISA (“Plan”) or an IRA. In providing brokerage services, mutual fund, variable annuity (other than the Advisory VA) and other securities product accounts, your financial professional acts as a registered representative of NYLIFE Securities, makes trades based on your trade-by-trade instructions, and receives a commission or other transaction-based compensation. Registered representatives are not fiduciaries other than being a fiduciary under PTE 2020-02 in some cases (as described in the NYLIFE Securities Customer Relationship Guide available from your IAR or at www.newyorklife.com/securities), do not provide continuous account monitoring and do not have discretion over your account. Some products and services are offered only by certain IARs. Please discuss with your IAR the products they offer. A. DESCRIPTION OF PROGRAMS AND SERVICES We sponsor the following five “Lifetime Wealth Portfolios” Programs (“LWP” or “LWP Programs”) in which we provide investment advisory services: 1) Fund Advisory, 2) Separately Managed Account, 3) Representative Directed, 4) Unified Managed Account and 5) Alternative Investments. We also sponsor the Eagle Strategies Prosper Portfolios Program, which is a digital, adviser-led wealth management platform. The LWP Programs and the Eagle Strategies Prosper Portfolios Program are appropriate for clients who (i) seek a disciplined investment strategy, (ii) wish to have the ongoing advice of a professional adviser, (iii) want to implement a long-term investment plan and use program features such as, where applicable, automatic rebalancing, and (iv) prefer the consistency of fee-based pricing. These programs are not appropriate for clients who seek short-term investments, want to keep consistently high levels of cash or cash equivalents in their account, want to maintain trading control over their accounts, want to pay for trading costs on a transaction-by-transaction basis, or will not use the program services. Our Role: Your IAR gathers information from you or helps you complete a Risk Tolerance Questionnaire (“RTQ”) to determine your investment objective and risk tolerance. Based on this information, we then provide you with a personalized investment proposal (“Proposal”). The Proposal includes our 5  recommended portfolio objective (“Portfolio Objective”) and your selected portfolio. You then meet or speak with your IAR at least annually to review your account, investment objectives, financial situation and investment restrictions. Eagle may add IARs to or remove IARs from your account without giving you prior notice. Our other duties in each program are described in the program descriptions below. NYLIFE Securities: NYLIFE Securities provides services for accounts in the LWP and Eagle Strategies Prosper Portfolios Program as the introducing broker-dealer. You must read carefully and complete, among other things, a NYLIFE Securities brokerage application (“Managed Account Application”). NYLIFE opens an account for you on your behalf at NFS (as defined below), through which your account trades are processed. Envestnet: We have contracted with Envestnet Asset Management, Inc. (“Envestnet”), which provides trading platform infrastructure, technology, portfolio management and performance reporting for the LWP Programs, described in the LWP Program descriptions below. Envestnet also provides reporting for the Eagle Strategies Prosper Portfolio Program. Envestnet is a registered investment adviser not affiliated with Eagle. For more information on Envestnet, see Envestnet’s Form ADV Part 2 (available at https://www.adviserinfo.sec.gov/). Portfolio Management Consultants (“Envestnet|PMC”), a business division of Envestnet, provides various services for our programs and to IARs, described in more detail in other sections in this Brochure. NFS: We have also contracted with National Financial Services (“NFS”), which acts as the carrying broker- dealer and qualified custodian for accounts in the LWP and Eagle Strategies Prosper Portfolios Program. NFS provides trade execution, clearing and administrative services for the accounts, including establishing accounts, trade confirmation reporting, and deducting account fees. However, if your account is a Premiere Select® Retirement Account, Fidelity Management Trust Company (“FMTC”) serves as custodian. While Eagle does not have physical custody over client assets, we offer certain account-related services that provide us with authority that results in our being deemed to have custody under the Advisers Act. Sub-Managers: In some programs described in this Brochure, managers (“Sub-Managers”) provide investment advisory services to clients. In the applicable LWP Programs, Sub-Managers are retained by Envestnet. Sub-Managers in LWP Programs provide model portfolios to Envestnet (where Envestnet makes investment decisions and trades client portfolios) or make investment decisions and trade client portfolios themselves. In the Eagle Strategies Prosper Portfolios Program, our affiliate New York Life Investment Management LLC (“NYLIM”) is the Sub-Manager and provides model portfolios to SigFig (as defined below). Sub-Managers are registered investment advisers and receive a portion of the client’s advisory fee. Envestnet, through its business division Envestnet|PMC, is one of the Sub-Managers in the LWP Programs. See the program descriptions below for more information on Sub-Managers. SigFig Wealth Management LLC: In the Eagle Strategies Prosper Portfolios Program, Eagle has appointed SigFig Wealth Management LLC (“SigFig”) to operate a platform to deliver the program, implement portfolios, generate trade orders, and various other portfolio management and administrative tasks. 6  SigFig is a registered investment adviser not affiliated with Eagle. For more information on SigFig, see SigFig’s Form ADV Part 2 (available at https://www.adviserinfo.sec.gov/). Other Documents: Before opening an account, you sign a Statement of Investment Selection (“SIS”) and Managed Account Application and agree to be bound by an agreement with Eagle relating to your account (“Client Agreement”). The SIS shows you information on your selected program and your fees. The Managed Account Application sets out the account’s registration (e.g., individual, IRA, trust), account holders, suitability information, and other account program characteristics. As well as these documents, please also review any additional disclosure documents we give you. If you need copies of any document, please ask your IAR. Cash Sweep Vehicle. Eagle selects the cash sweep vehicle for your account from eligible options offered by NFS. This cash sweep vehicle is reflected on your Managed Account Application and your account statements. Any cash balance that becomes available (e.g., the proceeds from the sale of a security or new contributions to the account) is swept daily to the cash sweep vehicle. Some portfolios keep a certain percentage of your assets in money market funds, separate from the cash sweep vehicle. If any money market funds in your account, including the sweep vehicle, pay a mutual fund distribution fee (“12b-1 fee”) or shareholder service fee, NFS will pay NYLIFE Securities 100% of the 12b-1 fees that it receives. We will credit to your account the amount of any such fees received by NYLIFE Securities. For more information on NFS’ money market funds, including applicable 12b-1 fees, please see the fund prospectuses which are available on the fund family’s website. For information on 12b-1 fees, please see Item 4C (More Information on Fees and Compensation) below. Proxies and Client Reports: See Voting Client Securities (Proxy Voting Policy) and Corporate Actions and Legal Proceedings Involving Your Account in Item 6C below and Regular Reports Provided to Clients in Item 9C below. No Legal, Accounting or Tax Advice. In all Eagle programs, including the optional features described below, Eagle and your IAR do not give legal, accounting or tax advice to you. You should consult your own attorney, accountant or tax adviser regarding these matters. 1. FUND ADVISORY PROGRAM Eagle’s LWP Fund Advisory (“FA”) Program is an asset allocation program in which you select a Sub- Manager, and the Sub-Manager creates a model portfolio by selecting from among mutual funds, ETFs and ETNs, as described in more detail in this section. Selecting a Sub-Manager; Sub-Manager’s Role. Your IAR uses the information you provide to recommend a Sub-Manager and strategy for your account consistent with your Portfolio Objective. The recommended Sub-Manager and strategy are listed in the Proposal. You may accept or reject a Sub-Manager or strategy recommended by your IAR. Your selected Sub-Manager and strategy are shown in your SIS. Your Sub- Manager creates a model portfolio by selecting securities and their weightings from among mutual funds 7  (including selecting the mutual fund share class), ETFs and ETNs consistent with your investment strategy and updates these portfolios from time to time. The funds selected for your account may include funds managed by an Eagle affiliate. The Sub-Manager performs ongoing research on these securities (including mutual fund share classes). For more information on any particular Sub-Manager and its review processes, please see the Sub-Manager’s Form ADV Part 2, available at https://www.adviserinfo.sec.gov/. The Sub- Manager provides the model portfolio and any subsequent model portfolio changes to Envestnet. Envestnet’s Role. Envestnet is responsible for the overall management of the account (including rebalancing the account so that it tracks the model portfolio). While Envestnet generally follows the Sub- Manager’s model portfolio, you authorize Envestnet to determine which mutual funds (including share class), ETFs and ETNs to buy and sell in your account, their weightings and when to place trades. Envestnet implements trades through NFS. Except for communicating any reasonable restrictions you impose, neither you, your IAR or Eagle will have any input on the Sub-Manager’s or Envestnet’s selections (including share class selection) and their weightings. Envestnet will not seek your, your IAR’s or Eagle’s consent before placing trades in your account, including buying, selling and rebalancing securities. Eagle and your IAR do not make investment decisions (including share class) for or implement trades in your account. Your IAR communicates to Envestnet any changes in your investment objectives, investment profile information or desired investment restrictions. If Envestnet does not accept any of your initial or subsequent restrictions, we will let you know. Depending on Envestnet’s trading procedures, accounts with certain client-specified restrictions may have trades executed separately, and after, similar accounts without restrictions, which may cause their performance to be different than that of accounts without restrictions. Please see Tailoring Services to Client Needs in Item 6C below for more information. Account-opening. When you open an FA account, Envestnet liquidates any securities holdings (except for Unsupervised Assets, as described below) that you transferred into your account but are not included in the model portfolio and invests all cash proceeds (except for any cash held back for later investment under a Dollar Cost Averaging plan or Protected Cash, as described below) according to the model. Envestnet will designate positions it cannot liquidate as Unsupervised Assets. Rebalancing: You do not select a rebalancing frequency in Fund Advisory, because Envestnet assesses your account for rebalancing at times it considers appropriate, including when a Sub-Manager provides a revised model. However, you may at any time request that Envestnet assess whether your account should be rebalanced. There may or may not be rebalancing trades resulting from that assessment. Sub-Managers Available in the Program. Eagle selects the Sub-Managers and strategies available in the FA Program, based on those made available to Eagle by Envestnet. Envestnet|PMC is one of the Sub- Managers in the FA Program. We, or a vendor that we select, perform ongoing due diligence reviews on the available Sub-Managers and strategies. We have the discretion to change your Sub-Manager or strategy, and you may select a different Sub-Manager or strategy at any time. Please see Item 6A 8  (Selection and Review Process of Portfolio Managers) below for more information on the due diligence review process and the circumstances under which we may change your Sub-Manager or strategy. 2. SEPARATELY MANAGED ACCOUNT PROGRAM Eagle’s LWP Separately Managed Account (“SMA”) Program is an asset allocation program in which you select a Sub-Manager, and the Sub-Manager creates a portfolio by selecting from among securities such as stocks, preferred stocks, real estate investment trusts (“REITs”), master limited partnerships, mutual funds, ETFs, ETNs and fixed income securities, as described in more detail in this section. Selecting a Sub-Manager; Sub-Managers’ and Envestnet’s Roles. Your IAR uses the information you provide to us to recommend a Sub-Manager and strategy for your account consistent with your Portfolio Objective. The Sub-Manager and strategy are listed in the Proposal. You may accept or reject a Sub- Manager or strategy recommended by your IAR. Your selected Sub-Manager and strategy are shown in your SIS. The Sub-Manager creates a portfolio by selecting securities and their weightings from among stocks, preferred stocks, REITs, master limited partnerships, mutual funds (including selecting the share class), ETFs, ETNs and fixed income securities consistent with your investment strategy and updates these portfolios from time to time. The funds may include funds managed by an Eagle affiliate. The Sub-Manager performs ongoing research on these securities (including mutual fund share classes). For more information on a Sub-Manager and its review processes, please see the Sub-Manager’s Form ADV Part 2, available at https://www.adviserinfo.sec.gov/. The responsibility for making final decisions on and implementing your portfolio depends on which type of Sub-Manager you select: • “Model Delivery Sub-Managers” provide a model portfolio and later model portfolio changes to Envestnet. Envestnet is responsible for the overall management of your account (including rebalancing the account so that it tracks the model portfolio). While Envestnet generally follows the Sub-Manager’s model portfolio, you authorize Envestnet to determine which securities (including, in the case of mutual funds, which share class) to buy and sell in your account, their weightings and when to place trades. Envestnet implements trades through NFS. • “Executing Sub-Managers” are responsible for the overall management of the account, including security selection and rebalancing, and directly trade your securities portfolio by placing trades with NFS or other broker-dealers that they select. They also monitor your positions and report holdings and trading activity back to NFS for recordkeeping as the carrying broker-dealer and qualified custodian. Please see Eagle’s Sub-Manager Trading Disclosure Statement (available at https://www.eaglestrategies.com/disclosures/) for more information. Except for communicating any reasonable restrictions you impose, you, your IAR and Eagle will not have any input on the Sub-Manager’s or, if applicable, Envestnet’s selections (including share class) and their 9  weightings. Neither the Sub-Manager nor Envestnet, as applicable, will seek your, your IAR’s or Eagle’s consent before placing trades in your account, including buying, selling and rebalancing securities. Eagle and your IAR do not make investment decisions (including share class) for or implement trades in your account. Your IAR communicates to Envestnet any changes in your investment objectives, financial profile information or desired investment restrictions, which will either take these into consideration itself when managing your portfolio or send the information to the Executing Sub-Manager. If Envestnet or the Executing Sub-Manager does not accept your initial or subsequent restrictions, we will let you know. Depending on Envestnet’s or the Executing Sub-Manager’s trading procedures, accounts with certain client-specified restrictions may have trades executed separately, and after, similar accounts without restrictions, which may cause their performance to be different than that of accounts without restrictions. Please see Tailoring Services to Client Needs in Item 6C below for more information. Account-opening. When you open an SMA account: • Model Delivery Sub-Manager: Envestnet liquidates any securities holdings (except for Unsupervised Assets, as described below) that you transferred into your account but are not included in the model portfolio of the Model Delivery Sub-Manager and invests all cash proceeds (except for cash that is part of a Dollar Cost Averaging plan or Protected Cash, as described below) according to the selected strategy’s model. Envestnet will designate positions it cannot liquidate as Unsupervised Assets. • Executing Sub-Manager: At the Sub-Manager’s direction, Envestnet liquidates existing holdings that are not part of the Sub-Manager’s model. Executing Sub-Managers do not allow clients to hold Unsupervised Assets, although in limited circumstances an asset may temporarily be designated an Unsupervised Asset. You cannot engage in Dollar Cost Averaging with Executing Sub-Managers. If you want to hold Protected Cash in your account, ask your IAR whether your Executing Sub-Manager allows this. Rebalancing: You do not select a rebalancing frequency in the SMA Program, because Envestnet (if you have a Model Delivery Sub-Manager) or the Executing Sub-Manager reviews your account for rebalancing at times it considers appropriate, including when a Sub-Manager provides a revised model. However, you may at any time request that Envestnet or the Executing Sub-Manager assess whether your account should be rebalanced. There may or may not be rebalancing trades resulting from that assessment. Sub-Managers Available in the Program. Eagle selects the Sub-Managers and strategies available in the SMA Program, based on those that Envestnet makes available to Eagle. Envestnet|PMC is one of the Sub- Managers available in the SMA Program. We, or a vendor that we select, perform ongoing due diligence reviews on the available Sub-Managers and strategies. We have the discretion to change your Sub- Manager or strategy, and you may select a different Sub-Manager or strategy at any time. Please see Item 6 (Portfolio Manager Selection and Evaluation) below for more information on the due diligence review and how we may change your Sub-Manager or strategy. 10  Envestnet’s Affiliate: Envestnet|PMC is one of the Sub-Managers in the SMA Program. (These strategies are now closed to new accounts in the SMA Program.) Envestnet|PMC offers optional consulting services to IARs, such as recommending appropriate Envestnet|PMC solutions and investment allocation techniques. Please see Envestnet’s Form ADV Part 2 (available at https://www.adviserinfo.sec.gov/) for more information. Retirement Accounts. In retirement accounts in the SMA Program, investments in any affiliated mutual funds, ETFs and ETNs managed by an Eagle affiliate are not subject to the Advisor Fee and the administrative fee component of the Sponsor Fee. Please see Item 4C (More Information on Fees and Compensation) below for more information about your fees. 3. REPRESENTATIVE DIRECTED PROGRAM We have three LWP Representative Directed Programs, in which qualifying IARs may recommend to you, or select for you, securities available in the program that are consistent with your Portfolio Objective. Our internal policies may limit your IAR from recommending or selecting certain types of securities. For example, IARs may recommend or select ETFs and individual equity securities only if they have a FINRA Series 7 registration. You may ask your IAR whether there are securities your IAR is not licensed to recommend or select. If you want to invest in products that your IAR is not licensed to recommend or select, at your request, we may be able to assign another IAR to help you. Please see Item 6A (Selection and Review Process of Portfolio Managers) below for more information on how we select and evaluate securities available in the LWP Programs. The three Representative Directed Programs are: 1. Guided Portfolios (“GP” or “GP Program”): Based on your IAR’s advice, you select for your account a target portfolio from among mutual funds, ETFs and ETNs, and their weightings, to satisfy an asset allocation consistent with your Portfolio Objective. You may accept or reject any of your IAR’s recommendations, and you can make changes to your selected investments or their weightings later. Envestnet conducts the trading in your account, including the rebalancing at the frequency you specify. In limited circumstances, we can change your portfolio without your consent (e.g., we change the available share class of a mutual fund you hold or a fund is removed from the program). 2. Representative as Adviser (“RAA” or “RAA Program”): Based on your IAR’s advice, you select for your account a target portfolio of securities and their weightings, consistent with your Portfolio Objective. You may select from among stocks, mutual funds, ETFs, ETNs and bonds. You may accept or reject any of your IAR’s recommendations. You will approve every trade in advance, except for certain rebalancing trades. Your target portfolio can be changed only with your consent except in limited circumstances (e.g. we change the available share class of a mutual fund you hold or a fund is removed from the program). 11  3. Representative as Portfolio Manager (“RPM” or “RPM Program”): You agree with your IAR on a target portfolio of securities from among stocks, mutual funds, ETFs, ETNs, and bonds, as well as their weightings, at account-opening. You authorize Eagle and your IAR to, without consulting you, and consistent with your Portfolio Objective: • Change the target portfolio; • Buy and sell securities, including in rebalancing trades; • Determine when and how to rebalance your account in addition to scheduled rebalancing; and • Maintain cash up to a level permitted under Eagle guidelines. Eagle and your IAR may not withdraw or transfer funds from your account without your prior authorization. You may open an RPM account with an IAR who meets Eagle’s qualifications to participate in the RPM Program. Please contact your IAR for more information. The following features apply to all Representative Directed Programs: Trade Orders. If you want to change your account’s risk or, if applicable, the target portfolio, you must complete the required Eagle paperwork. In GP, your IAR informs Envestnet of the change, so that Envestnet can make any resulting trades. Depending on its procedures and cutoff times, Envestnet might not route resulting trades to NFS for execution until the next business day after receiving the instructions and applicable paperwork. A delay in trade execution can cause you to pay a higher price when buying securities or receive a lower price when selling securities. Please see Envestnet’s Form ADV Part 2 (available at https://www.adviserinfo.sec.gov/) for more information. In the RAA and RPM Programs, your IAR submits trade orders, which Envestnet then sends to NFS for execution. IARs in the RAA and RPM Programs may place conditional orders, such as stop or limit orders. A buy limit order can only be executed at the limit price or lower, and a sell limit order can only be executed at the limit price or higher. While limit orders are not guaranteed to execute, they can help ensure that an investor does not pay more, or receive less, than a predetermined price for a security. A stop order is an order to buy or sell a security that becomes a market order when a transaction occurs at or above (for sells), or at or below (for buys), the stop price. Like a limit order, a stop order is not guaranteed to execute, and the execution price may be different than the stop order price. Ask your IAR whether conditional orders are appropriate for your account. If you have an RAA account and your IAR manages RPM accounts, the RAA and RPM accounts could contain some of the same securities. In some circumstances, trades in RPM accounts occur before a trade of the same security in your RAA account, because your IAR does not need to obtain client permission before trading RPM accounts. As a result, the performance of your RAA account could differ from that of equivalent RPM accounts. Trade Allocations and Trade Rotations. In the RPM Program, IARs aggregate orders (i.e., place block trades) for securities to be bought or sold for more than one client to seek to obtain favorable execution 12  to the extent permitted by law. Upon execution of a block trade, if the order is fully executed each client receives their securities at the average price of the aggregate order. If the order is only partially filled, each client receives their pro rata portion of securities at the average price for the aggregate order. Block trading orders submitted in the RPM Program may be held for trading until the next day the market is open if submitted less than 15 minutes before market close or, for mutual funds, less than 15 minutes before the mutual fund’s own trading deadline. When a purchase or sale transaction for a particular security is to be done in more than one RPM account managed by an IAR, the IAR can either trade all such accounts simultaneously or follow a trade rotation process designed to treat clients equitably over time. A trade rotation process may result in some transactions being effected for your account at a different price than accounts traded at other times during the rotation. Rebalancing. Due to market movements, the value of the securities in your account fluctuates over time causing securities to drift from their target weightings. Envestnet periodically assesses your account to determine if any securities are outside their drift parameters. In GP and RAA, you establish the drift parameters, based on your IAR’s advice. In RPM, your IAR establishes drift parameters. Envestnet determines the drift parameter for the cash allocation in all Representative Directed Programs. There are two types of drift parameters available: o Absolute drift: the drift number entered is subtracted and added to the fixed weight to create the permissible range. For example, if a security has a fixed weight of 20% of the target portfolio with a 5% absolute drift parameter, the security can increase to 25% of the portfolio or decrease to 15% of the portfolio before rebalancing trades are required. o Relative drift: the drift number entered is the percentage of the fixed weight which is then added and subtracted to create the permissible range. For example, if a security has a fixed weight of 20% of the target portfolio with a 5% relative drift parameter, the security can increase to 21% or decrease to 19% of the portfolio before rebalancing trades are required. If any security is outside its drift parameters, Envestnet determines the trades that would rebalance your account to be within its drift parameters. Rebalancing Assessment Frequency – You select a rebalancing frequency of quarterly, semi-annually or annually, shown on your SIS. Each assessment date depends on the last time your account was assessed for rebalancing (or, for new accounts, the account opening date), whether or not rebalancing trades resulted from that assessment. If your scheduled rebalance assessment date would otherwise fall on a day in which the market is closed, your rebalance assessment date will instead be the following business day. Envestnet also reviews Representative Directed accounts daily to determine if a rebalance assessment is needed because: • The level of cash in the account is too high or low (e.g., from contributions, withdrawals or dividend payments); • Positions in the account are not part of the target portfolio; • For RAA and RPM accounts, you changed your account’s risk or, if applicable, the target portfolio or you have made a service request; or 13  • For GP accounts, you made an account change or service request that puts the account outside its drift parameters (including raising cash or changes to your investment model). You may at any time request that Envestnet assess whether your account should be rebalanced. There may or may not be rebalancing trades resulting from that assessment. Off-cycle rebalances reset the next scheduled rebalance assessment date. Rebalancing less often reduces the number of trades in your account, which could result in fewer tax consequences, but your account might be outside its drift parameters for a longer period of time. Conversely, rebalancing more often could cause your account to be outside its drift parameters for a shorter period of time, but also result in more tax consequences. Rebalancing Process • GP Program: Envestnet decides which trades to place to rebalance your account without consulting you, your IAR or Eagle. • RAA Program: Your IAR directs Envestnet to determine the proposed rebalancing trades. After receiving the proposed rebalancing instructions from Envestnet, your IAR may approve those proposed instructions without consulting you. Your consent is required for changes to those proposed instructions, such as rebalancing on a different day or changing or canceling the rebalancing trades generated by Envestnet. • RPM Program: Your IAR directs Envestnet to determine the proposed rebalancing trades. After receiving the proposed rebalancing instructions from Envestnet, your IAR may approve, change or cancel those proposed instructions without consulting you. Envestnet’s Role; Account Inception. Envestnet does not act as your sub-adviser in the Representative Directed Programs. The trading and execution process in the GP Program is different from that in the RAA and RPM Programs: In the GP Program, at account inception, Envestnet liquidates all securities holdings (except for Unsupervised Assets, as described below) that are not included in the target portfolio and invests all cash proceeds (except for any cash held back for later investment under a Dollar Cost Averaging plan or Protected Cash, as described below) according to the target portfolio. 4. UNIFIED MANAGED ACCOUNT Eagle’s LWP Unified Managed Account Programs (“UMA” or “UMA Programs”) are asset allocation programs in which you, or the Sub-Manager you select, choose from among Sub-Manager strategies and individual securities (collectively “Investment Products”), as described in more detail in this section. Each such Investment Product may or may not be otherwise available in LWP Programs. You may invest in several strategies in one UMA. You should evaluate the relative benefits and costs of the UMA Program against having separate accounts for Investment Products you are considering for your UMA (or, if an Investment Product is not available outside a UMA, a similar product). 14  The two UMA Programs are: 1. Non-Discretionary UMA: Based on your IAR’s advice, you select a target portfolio of Investment Products and their weightings for your account that, together, are consistent with your Portfolio Objective. You may accept or reject your IAR’s recommendations. Your selected Investment Products are shown in your SIS. 2. Strategist UMA: Based on your IAR’s advice, you select a Sub-Manager and overall investment strategy for your account that are consistent with your Portfolio Objective. The Sub-Manager could be either a Model Delivery Sub-Manager or an Executing Sub-Manager. You may accept or reject your IAR’s recommendations. Your selected Sub-Manager and overall investment strategy are shown in your SIS. The Sub-Manager selects securities (including share class) and their weightings from among mutual funds, ETFs, ETNs, stocks, bonds, real estate investment trusts and other securities, and can change these securities and weightings at any time. The Sub- Manager determines what portion of your account assets should be held in cash. It may appoint its own sub-manager (“Sleeve Sub-Manager”) to manage all or part (“sleeve”) of your account. The Sub-Manager is either a Model Delivery Sub-Manager or an Executing Sub-Manager (or a Model Delivery Sub-Manager for part of your account and an Executing Sub-Manager for part of your account). Rebalancing – General: Due to market movements, the value of the Investment Products in your account fluctuates over time. Rebalancing your account brings your Investment Products back to, or closer to, their target allocations. Rebalancing less often reduces the number of trades in your account, which could result in fewer adverse tax consequences, but your account might be outside its drift parameters for a longer period of time. Conversely, rebalancing more often could cause your account to be outside its drift parameters for a shorter period of time, but could result in more tax consequences. Rebalancing – Non-Discretionary UMA. In Non-Discretionary UMAs, you select a rebalancing frequency of quarterly, semi-annually or annually, shown on your SIS. Each assessment date depends on the last time your account was assessed for rebalancing (or, for new accounts, the account opening date), whether or not that assessment resulted in rebalancing trades. If your scheduled rebalance assessment date would otherwise fall on a day in which the market is closed, your rebalance assessment date will instead be the following business day. You may at any time request that Envestnet assess whether your account should be rebalanced. There may or may not be rebalancing trades resulting from that assessment. For Non- Discretionary UMAs, off-cycle rebalances reset the next scheduled rebalance assessment date. Envestnet reviews Non-Discretionary UMAs daily to determine if a rebalance assessment is needed because: • The level of cash in the account is too high or low (e.g., from contributions, withdrawals or dividend payments); • Positions in the account are not part of the target portfolio; or 15  • A Strategy Modification or service request has been made (including raising cash or changes to your investment model). In Non-Discretionary UMAs, Envestnet determines the drift parameters for Sub-Manager strategies and any standalone cash allocation (i.e., a cash allocation other than the cash held by Sub-Managers). Based on your IAR’s advice, you determine the drift parameters for individual securities in your Non- Discretionary UMAs. There are two types of drift parameters: • Absolute drift: the drift number entered is subtracted and added to the target weight to create the permissible range. For example, if an Investment Product has a target weight of 20% of the portfolio with a 5% absolute drift parameter, the Investment Product can increase to 25% of the portfolio or decrease to 15% of the portfolio before rebalancing trades are required. • Relative drift: the drift number entered is the percentage of the target weight which is then added and subtracted to create the permissible range. For example, if a security has a target weight of 20% of the portfolio with a 5% relative drift parameter, the security can increase to 21% or decrease to 19% of the portfolio before rebalancing trades are required. If any Investment Product is outside its drift parameters on a rebalancing assessment, Envestnet decides which trades to place to rebalance your account to be within its drift parameters without consulting you, your IAR or Eagle. Rebalancing – Strategist UMA: You do not select a rebalancing frequency for your Strategist UMA. Envestnet reviews Strategist UMAs daily to determine if a rebalance assessment is needed because: • The level of cash in the account is too high or low (e.g., from contributions, withdrawals or dividend payments); • Positions in the account are not part of the target portfolio; • A Strategy Modification or service request has been made (including raising cash or changes to your investment model); or • The Sub-Manager has changed the model portfolio it provided to Envestnet. Envestnet reviews the individual security holdings in a Strategist UMA against drift parameters provided by the Sub-Manager. If any security is outside its drift parameters on a rebalancing assessment, Envestnet decides which trades to place to rebalance your account to be within its drift parameters without consulting the Sub-Manager, you, your IAR or Eagle. Sub-Managers’ and Envestnet’s Roles. Envestnet provides certain investment advisory, trade execution and account-related services. For Non-Discretionary UMAs, Sub-Managers either give Envestnet a model portfolio to trade or else make investment decisions and trade their component of the account themselves. Envestnet, in turn, trades the Non-Discretionary UMA portfolio based on any model portfolios provided by Sub-Managers and any individual securities that you select based on your IAR’s recommendation. For Strategist UMA, the Sub-Manager gives Envestnet a model portfolio to trade (except to the extent that any Sleeve Sub-Manager makes investment decisions and trade its sleeve of the 16  UMA itself). Envestnet is responsible for the overall management of the account, including rebalancing. Envestnet has the authority to make investment decisions for the account and initiate trades to buy, sell or rebalance securities. Except for communicating any reasonable restrictions you impose, neither you, your IAR nor Eagle will have any input on a Sub-Manager’s or, if applicable, Envestnet’s security selections (including share class) and their weightings in your UMA portfolio. Neither the Sub-Manager nor Envestnet, as applicable, will seek your, your IAR’s or Eagle’s consent before placing trades in the Sub-Manager’s portion of your Non- Discretionary UMA or in a Strategist UMA, including buying, selling and rebalancing securities. Eagle and your IAR do not make investment decisions (including share class selection) for your UMA. Your IAR communicates to Envestnet any changes in your investment objectives, financial profile information or desired investment restrictions, which will either take these into consideration itself when managing your portfolio or send the information to any Sub-Manager that makes its own investment decisions and executes its own trades. Account-opening. When you open a UMA, Envestnet liquidates all securities holdings (except Unsupervised Assets, as described below) that are not included in the UMA target portfolio and invests all cash proceeds (except for Protected Cash, as described below) according to the target portfolio. Cash that is part of a Dollar Cost Averaging plan is invested over time. Envestnet will designate positions it cannot liquidate as Unsupervised Assets. Investment Products Available in the Program. In the Non-Discretionary UMA Program, Eagle offers certain Investment Products based on those made available by Envestnet. In this program, you may not select any of the alternative funds offered in the Alternative Investments Program (discussed below). We, or a vendor that we select, perform ongoing due diligence reviews on the available Investment Products, except individual stocks which are governed by selection criteria that Eagle establishes and the IAR must follow. In the Strategist UMA Program, we make available certain Sub-Managers, available through Envestnet, who manage UMAs. We, or a vendor we select, perform ongoing due diligence review on those Sub-Managers. Those Sub-Managers in turn select the Investment Products in the UMAs that they manage and we do not perform due diligence on those Investment Products (except where required for the purpose of another program). Please see Item 6 (Portfolio Manager Selection and Evaluation) below for more information on the due diligence process and investment restrictions. Envestnet’s Affiliate. Envestnet|PMC is one of the Sub-Managers in the UMA Program. Envestnet|PMC also provides optional consulting services to IARs on eligible UMAs, such as recommending appropriate Envestnet|PMC solutions and consulting on case construction including providing asset allocation and investment selection guidance. Please see Envestnet’s Form ADV Part 2 (available at https://www.adviserinfo.sec.gov/) for more information. 17  5. ALTERNATIVE INVESTMENTS PROGRAM In our Alternative Investments Program, you select one or more alternative funds for your account. Selecting an Alternative Investment Fund. Your IAR uses the information you provide to recommend one or more alternative funds for your account consistent with your Portfolio Objective. The recommended alternative funds are shown in the Proposal and the SIS. You may accept or reject the funds recommended by your IAR. For more information on any particular alternative fund, please read its offering document, which may be a prospectus or private placement memorandum. Account-opening. You must fund your account in liquid assets (cash or cash equivalents). If you liquidate securities to invest in an alternative fund, you could hold cash or cash equivalents for a while and miss market gains on the securities you sold. Liquidating securities may have tax consequences. Liquidity and Other Risks: Investments in alternative funds are generally much less liquid than the types of investments in other LWP Programs and the Eagle Strategies Prosper Portfolios Program. As a result, liquidating and reinvesting the proceeds of those investments may take a significant amount of time or might not be possible. Investments in alternative funds can also be riskier than other types of investments. For more details on liquidity and other risks, see Item 6C (Portfolio Managers for Wrap Fee Programs) and the offering document for the particular fund in which you are considering investing. Alternative Investment Funds Available in the Program. Eagle selects the alternative funds available in the Alternative Investments Program. We have entered into arrangements with a third-party platform provider (“Alternatives Platform Provider”) that facilitates the offering of alternative funds. We select funds for the program from the funds that our Alternatives Platform Provider makes available to us and for which NFS can act as custodian. We perform ongoing due diligence reviews on the funds in the Alternative Investments Program. You may select a different fund at any time. But as your investment is generally much less liquid than other types of available investments, liquidating and reinvesting the proceeds of those investments may take a significant amount of time or might not be possible. Please see Item 6A (Selection and Review Process of Portfolio Managers) below for more information on the due diligence review process. Please carefully review the offering document for any fund in which you are considering investing, as it contains important information about your investment. 6. EAGLE STRATEGIES PROSPER PORTFOLIOS The Eagle Strategies Prosper Portfolios Program is a digital, adviser-led wealth management platform. It is designed for clients seeking market exposure through a primarily digital experience, with advice from and access to an IAR. 18  Selecting a Strategy; NYLIM’s Role. NYLIM, an affiliate of Eagle, creates model portfolios for the program, each corresponding to an investment strategy. For each model portfolio, NYLIM selects securities (including, for mutual funds, the mutual fund share class) and their weightings (including the permissible drift from the weightings) from among mutual funds, ETFs and ETNs. As of the date of this Brochure, all model portfolios contain only ETFs together with a money market fund used as a cash sweep vehicle. NYLIM updates each model from time to time. NYLIM does not select funds managed by New York Life affiliates. NYLIM performs ongoing research on these securities (including mutual fund share classes). For more information on NYLIM’s review processes, please see NYLIM’s Form ADV Part 2, available at https://www.adviserinfo.sec.gov/. Your IAR uses the information you provide to recommend an investment strategy for your account consistent with your Portfolio Objective. The strategy is listed in the Proposal and in your SIS. You may accept or reject the strategy recommended by your IAR. SigFig’s Role. NYLIM provides the model portfolios and later updates to SigFig. SigFig generally follows the NYLIM model portfolio that you select: SigFig makes its own decisions on what to buy or sell in your account only to the extent needed to determine what trades to make to rebalance your account and, if applicable, for tax-loss harvesting trades. SigFig also determines when to place all trades. SigFig implements trades through NFS. Dividends and interest payments received are added to your account’s cash holdings. Your IAR communicates to SigFig any changes in your investment objectives, investment profile information or desired investment restrictions. If SigFig does not accept any of your initial or subsequent restrictions, we will let you know. Depending on SigFig’s trading procedures, accounts with certain client- specified restrictions may have trades executed separately, and after, similar accounts without restrictions, which may cause their performance to be different than that of accounts without restrictions. Please see Tailoring Services to Client Needs in Item 6C below for more information. Except for communicating any reasonable restrictions you impose, neither you, your IAR or Eagle will have any input into NYLIM’s or SigFig’s selections (including share class selection) and their weightings. SigFig will not seek your, your IAR’s or Eagle’s consent before placing trades in your account. Eagle and your IAR do not make investment decisions (including share class) for or implement trades in your account. Account-opening. When you open an Eagle Strategies Prosper Portfolios account, SigFig liquidates any securities holdings that you transferred into your account but are not included in your selected model portfolio and invests all cash proceeds according to the model. Rebalancing: SigFig assesses your account daily for rebalancing and, if any asset class is outside the drift parameters provided by NYLIM, rebalances your account. As of the date of this Brochure, the drift parameters for rebalancing provided by NYLIM are as follows: rebalance if the absolute drift in any asset class is more than 3% (or, for the cash component of your account, more than 1%) from its target weight. For example, for an asset class (other than cash) with a target weight of 20% of the portfolio and a 3% absolute drift parameter, the asset class can increase to 23% of the portfolio or decrease to 17% of the portfolio before SigFig rebalances as a result of drift in that asset class. However, if your account holds 19  less than $1,500 in assets, it will not be rebalanced and we could close your account. See Item 5 (Account Requirements and Types of Clients) for more information on minimum account size requirements. Sub-Managers and Strategies Available in the Program. Eagle selected NYLIM and the available strategies. We, or a vendor that we select, perform ongoing due diligence reviews on NYLIM and the strategies. We have the discretion to add and remove Sub-Managers and strategies to and from the program. You may select a different strategy at any time (or, if we add more Sub-Managers in the future, a different Sub-Manager). Please see Item 6A (Selection and Review Process of Portfolio Managers) below for more information on the due diligence review process and the circumstances under which we may change your Sub-Manager or strategy. OPTIONAL FEATURES AVAILABLE IN ACCOUNTS TAX MANAGEMENT We offer three different services to help manage taxes by seeking to lower your capital gains tax. The services available to you depend on the program in which you are invested and, in some cases, the securities held in your account. If you want to use any of these services, please tell your IAR to add them to your account, as they are not automatically applied. These services are not comprehensive tax management solutions. Tax consequences depend on, for example, market fluctuations, position cost basis and account size. They may also depend on trades in your other accounts (or those of certain family members), whether held at Eagle or elsewhere. We do not guarantee that any tax management solution will minimize your capital gains, keep capital gains below any particular amount or have any other tax consequence. These services may result in different holdings and different performance in your account than would have been the case otherwise. Carefully consider your objectives, risk tolerance, and return requirements when deciding whether tax management services are right for you. Eagle and your IAR do not give legal, accounting or tax advice to you. You should consult your own attorney, accountant or tax adviser regarding these matters. Tax-Loss Harvesting: Tax-loss harvesting means selling an investment that has lost money, replacing it with a similar investment, and using the realized losses to offset some of your capital gains. (But under IRS rules, the replacement security cannot be a “substantially identical” security.) The replacement securities are expected, but are not guaranteed, to perform similarly to the security they replace. There is no additional fee for this service. In the LWP Programs, you may request at any time, through your IAR, that your portfolio manager (as applicable, Envestnet, an Executing Sub-Manager or IAR) engage in tax-loss harvesting transactions to 20  seek to minimize your tax liability associated with your account. You must request tax-loss harvesting each time you want your portfolio manager to consider tax-loss trades in these programs, as this is not an ongoing service. In the Eagle Strategies Prosper Portfolios Program, you may choose to use SigFig’s tax-loss harvesting strategy. If you do so, SigFig will conduct tax-loss harvesting transactions as part of its ongoing management of your taxable account (or your taxable accounts in the program, if you have more than one). If you do so, SigFig uses algorithms to identify unrealized investment losses. If certain conditions are met, SigFig sells the applicable security and replaces it with another, similar security (but not a substantially identical security). If you add any restrictions to your account, or alternate securities are not available in the model, you may not receive the full benefits of tax-loss harvesting. For more details of SigFig’s tax-loss harvesting process, please see SigFig’s Form ADV Part 2, available at https://www.adviserinfo.sec.gov/. Fund Strategist Tax Management Service: The Fund Strategist Tax Management Service is available for accounts in the FA Program. You choose either a “moderate,” “high” or “very high” level of tax sensitivity. The higher the level you choose, the more your holdings may differ from the strategy’s model holdings and the more your account’s performance is likely to differ from what it would have been without tax management. If you want to use this service, you must provide various information, including the cost basis of your holdings and your tax rate. Your tax rate will not affect how your account is managed, but is one factor that affects the tax consequences. Envestnet uses a holistic approach to managing your account throughout the year. This is primarily done through tax-loss harvesting, gain/loss matching, and deferring short-term gains that cannot be offset. Envestnet does not manage your account to a specific tax budget. Please see Item 4C (More Information on Fees and Compensation) for information on fees for the Fund Strategist Tax Management Service. Tax Overlay in UMAs: The Tax Overlay can be applied by Envestnet to Non-Discretionary UMA accounts with equity strategies managed by Model Delivery Sub-Managers or, in the Strategist UMA Program, to Sub-Managers. Your UMA account must either have at least 50% of your target portfolio allocated to eligible equity strategies or 35% of your target portfolio allocated to the PMC Quantitative Portfolio strategies. If you want to use the Tax Overlay in a UMA, you must provide various information, including the cost basis of your holdings and an amount of taxable gains that you are willing to realize in a given year. Envestnet considers your unique tax circumstances, using your actual (or approximate) federal and state tax rates and then uses a holistic approach to managing your account throughout the year. This is primarily done through tax-loss harvesting, gain/loss matching, and deferring short-term gains that cannot be offset. In doing so, Envestnet uses the “versus purchase” trading methodology, which means that Envestnet considers individual tax lots. Envestnet closely monitors the amount that a portfolio’s 21  performance deviates from its target benchmark (known as “tracking error”) as a result of applying the Tax Overlay. Envestnet seeks to limit the amount of tracking error while also considering the tax implications of each trade. If your UMA model has only PMC Quantitative Portfolio strategies, you may be able to elect the Portfolio Diversification Solution for your account. Compared to other tax overlay services we offer, the Portfolio Diversification Solution has a longer period to transition portfolios to the desired portfolio (seven years) and has higher thresholds for tracking error. Any Tax Overlay applied to an account may result in different performance in that account compared to not using a Tax Overlay. Given the greater threshold for tracking error if using the Portfolio Diversification Solution, the performance differences may be larger with the Portfolio Diversification Solution than another Tax Overlay. Please see Item 4C (More Information on Fees and Compensation) for information on fees for Tax Overlays. VALUES OVERLAY The Values Overlay is an optional service for clients who want to apply customized values restrictions to their UMAs. The Value Overlay can be applied by Envestnet to Non-Discretionary UMA accounts with equity strategies managed by Model Delivery Sub-Managers or, in the Strategist UMA Program, to Sub- Managers. Your account must either have at least 50% of your target portfolio allocated to eligible equity strategies or 35% of your target portfolio allocated to the PMC Quantitative Portfolio strategies. Your account’s composition and performance may vary significantly from those of accounts without an overlay. Please see Item 4C (More Information on Fees and Compensation) for information on fees. Impact Best in Class Screen Criteria The Values Best in Class Screen criteria are designed for clients aiming to align their values and the prudent management of their investments. They exclude companies involved in producing or distributing certain products you specify (e.g., weapons, alcohol, nuclear power, adult entertainment, gambling or tobacco). The Values Best in Class screens can also avoid companies involved in major environmental, social or corporate governance controversies in which the company’s operations have major negative impacts on the environment, society at large or external stakeholders. Values (Plus) Strict Screen Criteria The Values (Plus) Strict screens apply more stringent product and environmental/social criteria, by seeking to minimize exposure to companies involved in producing or distributing certain products and services you specify (e.g., weapons, alcohol, nuclear power, adult entertainment, gambling or tobacco). Involvement is measured using a lower tolerance threshold, based on annual revenues, than applies for the Values Best in Class Screen Criteria described above. You may also avoid companies with significant 22  controversies or incidents that endanger the health and well-being of the environment, employees, customers and society. INSURANCE AND ANNUITIES Except for the Advisory VA, when discussing, recommending or selling insurance or annuities, your IAR is acting solely in the capacity of an insurance agent of the company that issues that product, whether that is New York Life (insurance), NYLIAC (annuities) or an unaffiliated insurance carrier (insurance or annuities). Your IAR, as an insurance agent, receives compensation from the issuing company for selling those products. (For the Advisory VA, your IAR receives compensation based on the fees you pay to Eagle for its advisory services. Please see the Firm Brochure for details.) You are not required to buy a New York Life insurance policy or a NYLIAC annuity. Receiving a recommendation for life insurance or an annuity from your insurance agent does not guarantee that a policy will be issued. In the past, you could choose certain types of New York Life insurance and annuity policies to be reported on your Eagle client materials (e.g., quarterly performance reports). While such policies selected in the past continue to be reported, you can no longer add new policies to this reporting. Insurance and annuity policies listed on Eagle client materials are shown for informational purposes only. You should rely on the official policy statements (such as the Annual Policy Summary or the Quarterly Statement) you receive from New York Life (or, if applicable, another issuing company) to determine policy values and to evaluate your insurance and annuity products. Except for the Advisory VA, we do not provide investment advisory services for insurance or annuity products, even if they are reported in Eagle client statements. Values of insurance and annuity policies are not included when calculating your Client Fee for programs covered by this Brochure. You pay a separate premium (which is not an advisory fee) to the issuing insurance company for any insurance or annuity product you buy. Commissions and other compensation paid to insurance agents of New York Life and NYLIAC are within the limits set by Section 4228 of New York State Insurance Law. SECURITIES-BASED LENDING PROGRAM Eagle makes the Securities-Based Lending Program available to eligible clients through referral arrangements with one or more lenders unaffiliated with Eagle (“Program Lenders”). Alternatively, you may propose another lender (“Non-Program Lender”). You may apply to the lender for a flexible line-of-credit (cash loan) secured by certain assets held in eligible Eagle and NYLIFE Securities accounts. This line of credit is known as a securities-based line of credit or “SBLOC.” Multiple accounts with different registrations can usually be pledged for one loan. Eagle may accept or reject the collateralization of Eagle accounts. You cannot use your SBLOC to buy securities, to buy products of New York Life or its affiliates, or for any other purpose prohibited under your loan agreement with the lender. 23  We do not extend credit to clients. We offer this program via third-party lenders as an accommodation to interested clients. In doing so, we are not acting as an investment adviser or a fiduciary. We and your IAR do not advise you on whether a loan is in your best interest, nor about any specific lender or loan. You are responsible for determining whether a proposed SBLOC is in your best interest. You should consider whether there are better alternatives available, including other lenders, other types of loans or using available cash or proceeds from selling securities or other assets. Being eligible for an SBLOC doesn’t mean this particular loan, or another type of loan, is necessarily appropriate for you. To obtain an SBLOC, you must complete the lender’s loan application and loan agreement. The lender will determine your line of credit and interest rate, based on its underwriting standards and the securities in your accounts. You will need lender approval before withdrawing funds from your pledged accounts except for paying your Client Fee and any other types of withdrawals authorized by your lender. Review the loan agreement carefully, including its terms and conditions, so that you understand the details of your SBLOC. Make sure you understand how interest on the loan is calculated and paid, other fees and costs associated with the loan, aspects of the arrangement that are out of your control, maintenance call requirements, and potential tax consequences. The lender’s interest, fees and costs are in addition to the Client Fee you pay to Eagle. You are solely responsible for complying with the terms of the lender’s loan agreement. SBLOCs are subject to risks. For example, the lender may require payment at any time. If you do not meet a “maintenance call” by quickly depositing funds or extra collateral, the lender may sell your securities. The collateral for your credit line is subject to market risk. For more information on risks, please see our Securities-Based Lending – Important Disclosures document, which the lender will give you when you apply for the loan, as well as the other documents provided by the lender. Please also see Item 4C (More Information on Fees and Compensation) for information on fees and a description of Eagle’s conflicts of interests, including the referral payments we receive if you take out an SBLOC from a Program Lender under the Program. See the Securities-Based Lending – Important Disclosures document for more information on SBLOCs, including risks and conflicts of interest. MULTIPLE MARGIN PROGRAM NFS’ Multiple Margin Program (“multi-margin”) accommodates eligible clients seeking to borrow cash against the value of certain assets held in eligible SMA, RAA, RPM and UMA accounts. Eagle may accept or reject the collateralization of Eagle accounts through the Multi-Margin Program. Multi-margin allows borrowing against up to 24 accounts with the same ownership/registration. The loan is segregated in its own account, so it is not factored into managed account billing or performance reporting. Managed account fees are therefore charged on billable assets without regard to any margin debit balance. The loan cannot be used to buy securities, to buy products of New York Life or its affiliates, or for certain other purposes. 24  You sign a Margin Agreement with NFS to enroll in multi-margin. We offer the program as an accommodation to interested clients. In doing so, we are not acting as an investment adviser or a fiduciary. Neither Eagle, NYLIFE nor IARs receive revenue if you participate in the Multiple Margin Program, nor do they give advice on whether a multi-margin loan is in your best interest or concerning the loan. You are responsible for determining whether a proposed loan under the program is in your best interest. You should consider whether there are better alternatives available, including other types of loans or using available cash or proceeds from selling securities or other assets. Being eligible for a multi-margin loan doesn’t mean this particular loan, or another type of loan, is necessarily appropriate for you. The interest, fees and costs charged by NFS under a multi-margin loan are in addition to your Client Fee. Please see the NFS Margin Disclosure Statement and Margin Account Agreement, available from your IAR, for more important information on the Multiple Margin Program. If you take out a multi-margin loan instead of selling securities held in your Eagle accounts to raise the money you need, Eagle benefits from the fees you pay on those assets. Therefore, Eagle has a conflict of interest due to the incentive to permit your securities to be pledged as collateral for a multi-margin loan. Please see Item 4C (More Information on Fees and Compensation) for information on fees. TRUST SERVICES – COMERICA TRUST SERVICES AND A RDEN TRUST COMPANY You may select Comerica Trust Services (“Comerica”) or Arden Trust Company (‘Arden”), which are not affiliated with Eagle, to act as an independent corporate trustee for trust accounts invested in the FA, SMA or Non-Discretionary UMA Program. Comerica and Arden charge a fee for their services. Neither Eagle nor its IARs receive any compensation from Comerica or Arden and do not provide advice on engaging these entities. Comerica or Arden, as the corporate trustee, is responsible for ensuring that your trust account is administered in accordance with the trust agreement. Please contact your IAR for more information on this program. Please consult your attorney or tax adviser to determine if trust services are an appropriate solution for you. You may also select another corporate trustee of your choosing for your account. For information on the fees and charges for this program, please see Item 4C (More Information on Fees and Compensation) below or contact your IAR. DONOR-ADVISED FUND PROGRAM – FIDELITY CHARITABLE You may open a donor-advised fund account (or “Giving Account”) through the Fidelity Charitable Gift Fund (“Fidelity Charitable”), an independent public charity. You may select from qualified FA and SMA strategies for the management of the charitable assets in your Giving Account, in accordance with Fidelity Charitable’s guidelines. Please contact your IAR for a copy of these guidelines. Once a Giving Account is open, anyone can make tax-deductible donations to the account, and donors can direct that Fidelity 25  Charitable make contributions to qualified charitable organizations. Donations to a Giving Account are irrevocable and become the property of Fidelity Charitable. Giving Accounts are included in your quarterly performance reports. Fidelity Charitable also sends a quarterly statement detailing charitable contributions to, and grants made from, your Giving Accounts, and issues applicable IRS forms for tax preparation. Please consult your tax adviser if you have questions on the benefits of establishing a Giving Account. For more information on this program, please contact your IAR and see Item 4C (More Information on Fees and Compensation). CASH MANAGEMENT FEATURES Cash management features are available for eligible accounts in the LWP Programs. These features enable you to make payments from accounts using funds available in your cash sweep vehicle or to deposit funds directly into your account. You must ensure that you have adequate funds in your cash sweep vehicle to cover the amount of any check, Automated Clearing House (“ACH”), debit card or Direct Debit Account (“DDA”) obligations. While we may these cash management features available to you, you should consider the effect on your accounts. Consider whether your Eagle account is the best account for this purpose or whether you have other accounts or other means to make such payments that may be more appropriate. To make payments out of your account, you need to have a sufficient cash balance, which is not invested in the market, and may need to periodically generate cash by trading, which could have tax consequences if your account is taxable. Liquidating investments to create cash for withdrawals may take several days to execute, clear and settle. So please consider whether these cash management features are the most appropriate way for you to pay bills or make other payments. For details on related fees to add these features, see the Account Service Fees Disclosure Statement at https://www.eaglestrategies.com/disclosures/ or ask your IAR. If you would like to set up any of the following features, please contact your IAR. Cash Management Options Available. Subject to NFS’ and Eagle’s approval, you can link the cash sweep vehicle in LWP accounts held at NFS to a checking account at a third-party bank selected by NFS. You can then write checks, use a debit card, or enter your account and routing number on a third-party's platform to authorize payments from your cash sweep vehicle. When making payments, funds are transferred from your LWP account cash sweep vehicle to your third-party bank account for the sole purpose of facilitating the check or ACH payment. NFS also offers eCheck (Direct Debit Access), which allows you to establish a DDA without a physical checkbook. Using your cash sweep vehicle’s DDA number and routing number, you can authorize payees to debit the cash sweep vehicle in a participating LWP account via an ACH transfer. You do not pay any extra fee for this service. 26  Bill Pay. If you enroll in check writing (not eCheck), you can also set up automatic bill payment (“Bill Pay”) to manage recurring and one-time payments to send money to third parties or affiliates to pay bills such as utility bills or insurance premiums. Bill Pay is managed through a web-based console hosted by a third- party provider selected by NFS and accessed through Eagle’s client portal. Payment of Insurance Premiums or Financial Planning Fees. If enrolled in eCheck or check writing, you can authorize our affiliates, such as New York Life or NYLIAC, to debit your LWP account to pay your recurring premiums. You can also authorize Eagle to debit your LWP account to pay Financial Planning fees. PERIODIC INVESTMENT PROGRAMS AND SYSTEMATIC WITHDRAWAL PLANS In RAA and RPM accounts, you may establish a Periodic Investment Plan (“PIP”) to invest, or a Systematic Withdrawal Plan (“SWP”) to withdraw, a specific amount of money in specific securities in (or from) your account or withdraw a specific amount of money from your account on a scheduled and automated basis (e.g., monthly). You may also establish scheduled and automated bank drafts and systematic distributions to and from the cash sweep vehicle in all LWP Programs and the Eagle Strategies Prosper Portfolios Program. These transactions could result in additional rebalancing trades, which could have tax consequences in taxable accounts. You pay no additional fee for these services. PROTECTED CASH Protected Cash is cash that is separate from the cash available for investment in your LWP account. (You cannot hold protected cash in an Alternative Investments account or an Eagle Strategies Prosper Portfolios account.) We do not manage, monitor or give you investment advice on Protected Cash. Protected Cash is included in the cash balance shown in your account statements and in calculating your account’s performance. Protected Cash is excluded in calculating the Advisor Fee and the administrative fee component of the Sponsor Fee, but is included in calculating the Sub-Manager Fee component of the Sponsor Fee. See Item 4C (More Information on Fees and Compensation) for more information. UNSUPERVISED ASSETS Unsupervised Assets, or securities held “below the line,” are securities that are not part of the managed portion of your Eagle account, but that you wish to include on your Eagle statement for reporting purposes. (You cannot hold unsupervised assets in an Alternative Investments account or an Eagle Strategies Prosper Portfolios account.) We do not manage, monitor or give you investment advice on Unsupervised Assets. Unsupervised Assets appear on your account statements, but are not included in your account’s performance calculations nor in calculating your Client Fee. 27  DOLLAR COST AVERAGING Dollar cost averaging allows clients to set cash aside to be systematically invested in their account in fixed amounts over a fixed period. Cash designated for dollar cost averaging in FA, certain SMA Sub-Managers, GP or UMA is stated on the SIS. (Dollar cost averaging is not available in the Alternative Investments Program, Eagle Strategies Prosper Portfolios Program or for certain SMA Sub-Managers.) Clients must first invest the account investment minimum in their account before adding cash for dollar cost averaging in those programs. In RAA and RPM, certain IARs can offer dollar cost averaging, whereby you authorize in advance the buying of fixed dollar or fixed share amounts of stocks, mutual funds or ETFs on a regular schedule, regardless of the share price. Cash you contribute to your account for dollar cost averaging is subject to the Client Fee (as defined in the “Fees” section below). Please contact your IAR for more details. REBALANCING REGISTRATIONS A registration is a group of LWP accounts of the same account type (e.g., IRA Rollover) and account owner that were opened together as a group through a single Statement of Investment Selection. If you are unsure whether you have multiple LWP accounts in the same registration, please contact your IAR. We do not automatically rebalance across those accounts to bring them back to the original allocation for each account as a whole shown in the Statement of Investment Selection (in contrast to any rebalancing inside particular accounts). You may ask for your registration to be rebalanced at any time to bring them in line with the target allocations for each account as a whole. Envestnet will then raise cash or otherwise provide instructions to your IAR or executing Sub-Managers to do so, from accounts that have drifted above their target allocation and move the proceeds to invest in accounts that drifted below their target allocation. FEES Wrap Fee. For LWP Programs and the Eagle Strategies Prosper Portfolios Program, you pay Eagle an asset- based fee (“Client Fee”). This is a “wrap fee” in that you pay a single charge to cover certain services provided such as investment advisory services (including services provided by your IAR), custody and trade execution (if through NFS). See Item 4C (More Information on Fees and Compensation) below for information on account fees and charges not included in your Client Fee. Under certain circumstances, the Client Fee is negotiable. Calculating your Client Fee - LWP. In the LWP Programs, your Client Fee is debited from your account monthly in advance. The Advisor Fee and the components of the Sponsor Fee for a billing month are each calculated based on the value of your account’s billable assets as of the last business day of the prior billing month and on the number of days in the billing month. Therefore, your Client Fee is likely to fluctuate monthly, depending on the value of the billable assets at the time of billing and the number of days in the month. 28  When your LWP account is opened and account assets first become available for investment under our account-opening procedures and funding requirements, your Client Fee for that first billing month is instead calculated in the following month, based on the value of your account’s billable assets at the close of the first business day on which those assets were available for investment. Your Client Fee for that first billing month is prorated based on the number of days in the month for which your account assets were available for investment. If your LWP account is closed other than on the last day of a billing month, we will return part of the Client Fee based on the number of days remaining in the final month from the date your account was closed. If, during a billing month, there is a change in program, Sub-Manager, investment strategy or UMA target asset allocation in your account, to calculate your fees for that month, your account will be treated as if it had closed on the date of the change and a new account had been opened that day. If you contribute or withdraw $10,000 or more to or from your LWP account on a single day, we will adjust your Client Fee for that billing month. We determine the adjustment by comparing the fees payable with respect to the account’s end-of-day billable values on the day before and the day of the transaction (in each case, taking into account the minimum administrative fee, discussed below, if applicable). The difference reflects both the amount of the contribution or withdrawal and any market movement affecting your account holdings on that day. If your account closes, we will adjust your monthly fee to reflect the termination, but not any contributions or withdrawals made in the billing month in which the account closes. Fee adjustments are prorated for the days remaining in the month from the date of the contribution or withdrawal. (We will not make an adjustment if it would result in extra fees due for a withdrawal or a fee credit for a contribution.) In the Alternative Investments Program, the billing process is adjusted in two ways: • When you open and close your account, or subscribe to a new alternative fund or terminate your investment in a fund, if applicable, we bill pro-rata for the opening and closing months based on when you subscribed to the fund. When subscribing to a fund, this date may be after you transferred cash or cash equivalents to your account for the purposes of investing in the fund. When terminating your investment in a fund, this may be a date before you withdrew cash or cash equivalents from your account. (For contributions to a fund after the initial investment, or withdrawals other than terminating an investment in a fund, the billing adjustments described in the previous paragraph apply.) • The value of your account’s billable assets as of a particular date is based on the most recent valuation information available as of that date. Alternative funds are valued only periodically. So, for example, on the last day of a billing month, we typically have to rely on a valuation performed some time before that date. Calculating Your Client Fee – Eagle Strategies Prosper Portfolios. In the Eagle Strategies Prosper Portfolios Program, your Client Fee is debited from your account monthly in arrears. Your monthly fee rate is your annual fee rate divided by 12. We calculate the average of your account’s billable assets as at the end of each calendar day in that month. (If we do not charge the Client Fee for any particular day in 29  that month, we will ignore your account’s assets on that day when calculating the month’s average.) We then apply the monthly fee rate to the average billable assets for that month. Therefore, your Client Fee is likely to fluctuate monthly, depending on the average billable assets each month and any billing adjustments. We will adjust your Client Fee for any days for which we do not charge the Client Fee for any reason. For example, when you open your account, your Client Fee for that first billing month, calculated in the following month, does not reflect the days before your account assets become available for investment. If your account is closed during a billing month, your Client Fee for that billing month does not reflect the days after the date your account was closed. Billing – General. If there is not enough cash to cover advisory fees in your account and the debit is not resolved through account rebalancing, securities may be sold to raise cash. Under certain limited circumstances, Eagle allows direct billing from one non-qualified Eagle LWP or NYLIFE Securities account to pay the fees for multiple Eagle LWP accounts. In the Alternative Investments Program, you must set up billing from another account. For more information, please see your Client Agreement and Managed Account Application or ask your IAR. Please see your SIS, account statements and quarterly performance reports for more details on the fees you are charged and ask your IAR if you have any questions. Components of your Client Fee and Compensation Information. This section describes the components of your Client Fee and the firms and individuals that receive compensation derived from the fees you pay: • Advisor Fee - The Advisor Fee covers certain services provided by Eagle, including platform management, regulatory compliance and investment committee oversight, and the services provided by your IAR. For LWP accounts, the Advisor Fee can be up to 1.50% of your billable assets. For Eagle Strategies Prosper Portfolios accounts, the Adviser Fee is 0.50% of your billable assets. The Advisor Fee is negotiable in LWP Programs, but not negotiable in the Eagle Strategies Prosper Portfolios Program. Eagle, through its IARs, determines the Advisor Fee for LWP accounts based on, in part, the program selected, your expected account size, the anticipated number of trades and types of securities being traded, your individual circumstances and the scope of advisory and other client services we will provide. The Advisor Fee that you pay is stated in the SIS, which you must sign before opening your account. Eagle retains part of the Advisor Fee and pays the balance to the IAR. • Sponsor Fee – In the LWP Programs, the Sponsor Fee can be up to 0.82%, and has two components: o Administrative Fee - This fee covers NFS’ (or, where applicable, FMTC’s) custodial, trade execution, clearing and administrative services, in addition to Envestnet’s platform management services and some of Eagle's internal costs. Some of this administrative fee goes to Eagle and the rest to NFS and Envestnet for NFS’, FMTC’s and Envestnet’s services. o Sub-Manager Fee - This fee covers the Sub-Manager’s portfolio management services. Envestnet retains part of this fee and pays the balance to the Sub-Manager. 30  The Sponsor Fee is negotiable in the LWP Programs in certain limited circumstances. In the Eagle Strategies Prosper Portfolios Program, the Sponsor Fee, which is not negotiable, is 0.30%. It covers NYLIM’s services, SigFig’s services, NFS’ (or, where applicable, FMTC’s) custodial, trade execution, clearing and administrative services and some of Eagle's internal costs. Eagle pays NYLIM, SigFig and NFS (for NFS and FMTC) out of the Sponsor Fee and keeps the rest of the Sponsor Fee. In the Representative Directed Programs, your Sponsor Fee includes an administrative fee but does not contain a Sub-Manager Fee, which means your Sponsor Fee will be lower than other LWP Programs even if your Client Fee is the same (other than for certain legacy fee arrangements). The table below shows the maximum fee for each program described in this Brochure, which varies for different clients for reasons explained below. The ranges in the Sponsor Fee reflect the variations in manager pricing within the FA, SMA and UMA Programs. Please ask your IAR for more information on fees, including discounts that you may be eligible to receive. Please see Item 4C (More Information on Fees and Compensation) below for other fees and charges not covered in the table. Programs Advisor Fee Sponsor Fee Client Fee (Advisor Fee + Sponsor Fee) 1.50% 0.27%-0.57% 1.77%-2.07% FA Program 1.50% 0.37%-0.82% 1.87%-2.32% SMA Program 1.50% 0.15% 1.65% Representative Directed Programs 1.50% 0.27%-0.77% 1.77%-2.27% UMA Programs 0.50% 0.30% 0.80% Eagle Strategies Prosper Portfolios 1.50% 0.25% 1.75% Alternative Strategies Program Asset Tiers. Certain fees (within your Client Fee) are based on asset tiers. This means you are charged a lower fee rate when your account’s billable assets exceed, or a higher fee rate when they fall below, the asset tier thresholds used for billing purposes. In the FA, SMA, UMA and Alternative Investments Program, the fee rate for each asset tier is applied to the portion of your assets falling within that asset tier and does not apply to all assets in your account. In the Representative Directed Programs, the fee rate determined by your highest asset tier applies to all assets in your account. Asset tier fee schedules for your account are shown in the SIS. In the Eagle Strategies Prosper Portfolios program, fee rates do not vary by asset level. UMA Program. For UMAs, the Client Fee is calculated based on the target weight for each Investment Product (i.e., Sub-Managers or individual security positions). In Strategist UMAs, the Sub-Manager can change these targets weights without consulting you, which can affect your Client Fee. 31  Minimum Administrative Fee: LWP Accounts opened on or after June 1, 2013 are subject to a minimum administrative fee, which is a component of the Sponsor Fee. (There is no minimum fee for the Advisor Fee or the Sub-Manager component of the Sponsor Fee in LWP accounts, and there is no type of minimum fee in the Eagle Strategies Prosper Portfolios Program.) The annual minimum administrative fee for each LWP Program is as follows: Programs Minimum Fee Threshold Annual Minimum Administrative Fee $100 $40,000 FA Program $600 $240,000 SMA Program $100 $66,667 Representative Directed Programs $600 $100 $240,000 $40,000 UMA Programs Alternative Investments As Eagle bills monthly, this minimum administrative fee is assessed each month on a pro-rata basis based on the number of days in the billing month. The “Minimum Fee Threshold” column in the above table shows the asset level below which the minimum administrative fee generally applies The “Minimum Fee Threshold” asset level could be higher than shown in the table if your account (a) was established with a lower Sponsor Fee than is currently charged for new accounts, because the lower administrative fee will then result in a lower contribution toward the annual minimum or (b) is getting a “household discount,” as described below, because household discounts can reduce administrative fee rates. Legacy Fee Arrangements: Legacy fee arrangements are as follows: • Accounts in the FA and SMA Programs opened before June 1, 2013 are not subject to the minimum administrative fee unless you make a portfolio change, such as changing your Sub- Manager or strategy, except as noted below (or you have already made such a change since the minimum administrative fee was introduced in these programs). If you make a portfolio change you will also be required to move to the new administrative fee rates, which are higher than the administrative fee rates (if any) currently applying to your account. For accounts opened in the FA Program before July 1, 2017, you are eligible to keep your administrative fee when staying with the same Sub-Manager but changing strategies. To benefit from this legacy pricing, please request it when discussing the strategy change with your IAR, as we do not automatically apply it. For other portfolio changes, you will be required to move to the new administrative fee rates, including the minimum administrative fee. • Accounts opened in the FA or SMA Programs before June 1, 2017 with certain Sub-Managers have a lower Sub-Manager Fee or, in some cases, no Sub-Manager Fee. In the FA Program, you are eligible to keep this Sub-Manager Fee when staying with the same Sub-Manager but changing strategies. To benefit from this legacy pricing, please request it when discussing the strategy change with your IAR, as we do not automatically apply it. For other portfolio changes, you will be required to move to the new Sub-Manager Fee. 32  Please contact your IAR for more information on fee changes that would apply for proposed portfolio changes. Discounts: If you have more than one eligible LWP account, you may request that those accounts’ billable assets be aggregated to reach higher asset tiers (known as applying a “household discount”). For each account in the household, and for each of the Advisor Fee and the administrative fee component of the Sponsor Fee, we apply the total household assets to the account’s fee schedule to determine what the fee amount would be if all those assets were invested in that account. This could enable you to reach higher asset tiers with lower fee rates than would otherwise apply, which in turn would lower the average fee rate for the account. We then multiply that average fee rate by the actual amount of account assets to calculate the account fees. If, however, the administrative component of the Sponsor Fee so calculated would be lower than the minimum administrative fee described above, the minimum fee applies. A “household” can consist of one or more account holders with accounts eligible to be aggregated in this manner. You may also be eligible for other discounts (including Sub-Manager pricing changes). Please ask your IAR for more details, including determining if you are eligible for any discounts and, if so, to have them applied. You must ask for a household discount, as we do not automatically apply them. Eagle Strategies Prosper Portfolios accounts are not eligible for household discounts and are not considered when calculating household discounts on LWP accounts. Changing Fees. Under certain Client Agreements, Eagle can change your fee by giving you written notice. You may reject any fee increases at any time by terminating your account in accordance with the procedure specified in your Client Agreement. B. COMPARING COSTS Investment advisory services, if purchased separately, could cost more or less than if paid for on a “wrap- fee” basis. In addition, the fee for your account could also be higher or lower than: (i) the costs incurred if you purchased the underlying securities in a brokerage account or in an annuity without Eagle’s advisory services, whether at Eagle, an affiliate of Eagle or a firm not affiliated with Eagle, (ii) the cost of similar services offered through other investment advisory programs at Eagle or elsewhere and (iii) fees charged to clients with similar accounts or annuities pursuing similar investment objectives. You should consider these factors and other differences among the programs described in this Brochure when deciding whether to invest in an investment advisory account, Advisory VA policy, other variable annuity policy or a brokerage account and which investment advisory program or firm best suits your individual needs. Pricing and cost differentials create a conflict of interest for Eagle and its IARs, as we have a financial incentive to recommend programs in which we earn greater compensation. We address this conflict of interest by disclosing it to you and in the other ways described in Item 4D (Compensation and Conflicts). You may be able to invest in the same mutual fund, ETF, ETN or alternative fund outside an Eagle advisory account at a lower expense, such as in a NYLIFE Securities brokerage account or through or with a firm 33  not affiliated with Eagle. If you did so, you would not receive the benefit of Eagle’s investment advisory services. In addition, the relative cost of the program, as compared to purchasing the services separately, depends on several factors, including: • The costs associated with receiving the services if provided separately; • The frequency or volume of trading activity in your account; and • The associated costs of trading. The combination of such fees if provided separately may be higher or lower than a single wrap fee. For more information, please contact your IAR. C. MORE INFORMATION ON FEES AND COMPENSATION More Information on Fees: 1. Fees and Expenses of Mutual Funds, ETFs, ETNs and Alternative Funds. If your account holds mutual funds, ETFs, ETNs or alternative funds (collectively, “Funds”), these securities have their own internal fees and expenses, separate from the program fees described above. The internal fees and expenses include investment management fees, administrative fees, distribution fees (“12b-1 fees”) and other fund-level expenses. Alternative funds generally have higher internal expenses than traditional mutual funds. Alternative funds sometimes have multiple layers of fees, and they could have incentive fees as well as an asset-based fee. Fund fees reduce customer returns over time. For all types of Funds, please review both the Fund’s internal fees and Eagle’s fees to understand your total costs of investing. We consider a range of different factors in selecting share classes for the LWP Programs, and Sub- Managers have their own security and share class selection processes. Eagle and Sub-Managers are not required to pick the lowest cost share class. If you transfer mutual fund shares into your account and redeem them, you may be subject to a deferred sales charge. You can invest in a Fund directly without also paying for, and receiving, Eagle’s services. See a Fund’s prospectus or other offering document for more details on its fees and expenses. Please see More Information On Compensation and Conflicts of Interest below for a discussion about Eagle or its affiliates receiving various revenues from 12b-1 fees and mutual fund share class selection. 2. Mutual Fund Redemption Fees. Some mutual funds charge redemption fees to discourage short- term or excessive trading. Redemption fees are typically assessed when mutual fund shares are sold after being held for a short period of time, as defined in the mutual fund’s prospectus. Redemption fees may be incurred because of a liquidation, rebalancing or reallocation of mutual fund shares that were held for less than a period of time specified in the prospectus. These fees 34  are retained by the fund company and are shown on your trade confirmations as “commissions.” Before you sell or liquidate mutual fund shares, consider whether the mutual fund assesses a redemption fee. Please ask your IAR if you have any questions about these fees and see the mutual fund’s prospectus for more information. 3. Alternative Investments Program: As well as the fees described above, in the Alternative Investments Program you may pay transaction fees, registration fees and fees relating to custodial services. You may incur deferred sales charges imposed by an alternative fund on redemption. For more information on other fees and charges, please ask your IAR and see the Account Service Fees Disclosure Statement at https://www.eaglestrategies.com/disclosures/ and the applicable fund’s offering document. IAR or see 4. Account Service Fees and Charges to Clients. Depending on the program, you may be assessed fees, expenses and other costs by NFS and Eagle in addition to the Client Fee shown in the fee table under “Fees” in Item 4A above. These additional fees are assessed for certain account- related services, where available, including wire transfers, check disbursements, custodial services, account or securities transfers, stopping payment on checks, or other account maintenance features. NFS may also impose other account-related charges such as IRA maintenance fees and account closing fees. For more information on other fees and charges, the Account Service Fees Disclosure Statement at please ask your https://www.eaglestrategies.com/disclosures/. 5. Tax Management Services. There is no extra fee for the Tax-Loss Harvesting Tax Management Service. If you use the Fund Strategist Tax Management Service, you pay an annual fee of 8 bps in addition to the FA Program fees shown in the fee table under “Fees” in Item 4A above, unless your Sub-Manager covers some or all of the cost of this service. The minimum annual fee for the Fund Strategist Tax Management Service is $40. As Eagle bills monthly, this minimum administrative fee is assessed each month on a pro-rata basis based on the number of days in the billing month. If you use the Tax Overlay service available in the UMA Program, see the next paragraph (“Overlay Service”). 6. Overlay Service. LWP accounts with a Tax Overlay or Impact Overlay are charged annual fees in addition to the UMA Program fees shown in the fee table under “Fees” in Item 4A above. If you use an overlay, your SIS reflects this additional fee in the Client Fee. The fee indicated below applies when you elect your first overlay. There are no extra costs for a second overlay. If you own multiple LWP accounts with an overlay, the overlay fee may be discounted based on total eligible assets that your household invests with the overlay. Chargeable Assets Overlay Fee 0.10% First $10,000,000 0.08% Next $15,000,000 0.05% Over $25,000,000 35  7. Securities-Based Lending Program. Any interest, fees or costs that you pay to a lender in this program are in addition to the fees described in this Brochure. The lender will charge you interest on the amount of your outstanding loan. Before entering into a loan agreement with a lender through the Securities-Based Lending Program, please read the lender’s documents carefully for details on the interest, fees and charges you will pay to the lender). See Item 4A (Descriptions of Programs and Services). For more information, please contact your IAR. 8. Accounts With Multi-Margin. Multi-margin is available in some SMA, RAA, RPM and UMA accounts. If you use multi-margin, your Client Fee is calculated without regard to the debit balance resulting from the margin activity. NFS charges you interest on the amount of your outstanding loan. This charge is separate from Eagle’s fees and Eagle receives no revenue from this arrangement. Please see the NFS Margin Disclosure Statement and Margin Account Agreement for more details on eligibility and fees. See Item 4A (Description of Programs and Services). 9. Trading Away Practices - Markups and Markdowns. Executing Sub-Managers may place trade orders for client accounts with broker-dealers other than NFS if they determine that using other broker-dealers would comply with their best execution obligations to clients. If an Executing Sub- Manager places a trade order with a broker-dealer that imposes a commission or equivalent fee on the trade (including a commission embedded in the price of the investment (i.e., a markup or markdown), you will incur additional direct or indirect trading costs. For more information, please see the Best Execution and Trading Away section in Item 6C (Portfolio Managers for Wrap Fee Programs). Please also review our Sub-Manager Trading Disclosure Statement at https://www.eaglestrategies.com/disclosures/ for important information on our Executing Sub- Managers’ trading away practices, their percentage of client trades traded away, and any additional costs you may incur. 10. Protected Cash. Protected Cash is excluded in calculating the Advisor Fee and the administrative fee component of the Sponsor Fee. The administrative fee component of the Sponsor Fee ranges from 0.018% to 0.25% depending on the LWP Program you select. Protected cash allocated to a Sub-Manager is included when calculating the Sub-Manager Fee component of the Sponsor Fee. Please see Item 4A (Description of Programs and Services) above. For more information, please contact your IAR. 11. Unsupervised Assets. Unsupervised Assets (or “below the line” assets) are not managed by Eagle and are not included in calculating your Client Fee. See Item 4A (Description of Programs and Services). For more information, please contact your IAR. 12. Trust Services. If you use this program, Comerica or Arden will charge an asset-based fee on the amount of assets in your account (however those assets are determined by the trust company), which is in addition to the Client Fee described in this Brochure. Please carefully review the 36  applicable company’s trust agreement. See Item 4A (Description of Programs and Services). For more information, please contact your IAR. 13. Donor-Advised Fund Program – Fidelity Charitable. In addition to the Client Fee, Giving Accounts are assessed an administrative fee by Fidelity Charitable. Fidelity Charitable uses one of two administrative fee schedules, shown below, based on the balance of the Giving Account. The annual administrative fee, which is billed monthly, will be reflected on your SIS. See Item 4A (Description of Programs and Services). For more information, please contact your IAR. TIERED FEE SCHEDULE For Giving Account Balances below $5 million FLAT FEE SCHEDULE For Giving Account Balances above $5 million Administrative Fee 0.60% 0.30% 0.20% 0.15% Account Balance First $500,000 Next $500,000 Next $1,500,000 Next $2,500,000 Administrative Fee 0.19% 0.17% 0.155% 0.135% 0.12% 0.115% Account Balance $5M - $10M $10M - $20M $20M - $35M $35M - $50M $50M - $75M Above $75M 14. Important Disclosure for Clients Who Are Rolling Over Retirement Account Proceeds. If you are considering rolling over the proceeds of an employer-sponsored retirement plan (e.g., a 401(k) plan) to an Individual Retirement Account (“IRA”), please consider the following: • • • When you roll over Plan proceeds to an IRA with Eagle, you will receive investment advice from your IAR on your IRA. Your IRA may or may not have more investment options than the Plan. Your IRA agreement, SIS, Eagle’s Form ADV Part 2A, applicable prospectuses and your IAR can provide more information on IRA fees and expenses. Instead of establishing an IRA, you may leave your investment in the Plan. Review the plan documents or contact the Human Resources Department of the company sponsoring the Plan to see if you have this option. The Plan may offer different investment options and will likely also have lower fees and expenses than Eagle’s IRA investment options. The Plan may assess administrative costs (e.g., recordkeeping and compliance fees) and fees for services such as access to a customer service representative, or the plan sponsor may pay these expenses. If you have the option of leaving your money in an existing Plan, consider how satisfied you are with the available investment options and their performance, the Plan’s fees, and your ability to obtain guidance on your Plan investments. Instead of establishing an IRA, you may also have the option of transferring investments from a prior employer’s Plan to a new employer’s Plan. If your current employer offers a Plan, contact its Human Resources Department to see if this option is available to you. In considering whether to transfer your assets to a new employer’s Plan, consider the Plan itself, the available investment options, the Plan’s fees and your ability to obtain guidance on your Plan investments. 37  • • • Instead of establishing an IRA, you may also have the option of taking a taxable distribution from the Plan. If you are considering this option, you should ask your tax adviser about potential tax consequences. If you hold shares of an employer’s stock in your Plan, you should ask your tax adviser about the potentially negative tax consequences of removing those shares from the Plan. If you leave your job between age 55 and 59½, you may be able to take penalty-free withdrawals from a Plan. For IRAs, penalty-free withdrawals generally may not be made until age 59½. It may also be easier for you to borrow from a Plan or take a hardship distribution. Your former employer and the Plan documentation may have more details on your options. • Depending on which state you live in, assets held in a Plan may receive greater protection from creditors than similar assets held in an IRA. IARs can provide investment advice on IRA investments, but not legal or tax advice. • • Eagle and your IAR act as your fiduciary under Section II(a)(1) of PTE 2020-02 when they recommend a rollover from a retirement account. More Information on Compensation and Conflicts of Interest: A. Payments from Mutual Fund Companies and Alternative Managers. Eagle’s affiliate, NYLIFE Securities, receives asset-based distribution fees, servicing fees and other fees including 12b-1 and shareholder servicing fees (collectively, “Fund Fees”) from some mutual funds, alternative funds and money market funds held in client accounts. NFS pays NYLIFE Securities 100% of all Fund Fees it receives for funds in client accounts. The amount of any Fund Fees received by NYLIFE Securities on your Eagle account is credited to that account and reflected on your account statements. Therefore, Eagle and your IAR do not have a financial incentive to recommend funds or share classes that pay Fund Fees. To learn more about Fund Fees, please review the prospectus or other offering document for each fund in your account. Each mutual fund family and alternative fund manager gives NFS instructions classifying Fund Fees by type. Eagle does not verify that these Fund Fee classifications are accurate or consistent with the fund prospectus or other offering document. Please see the “Mutual Fund Share Classes” and “Alternative Investment Fund Share Classes” sections below for more information on NYLIFE Securities’ receipt of Fund Fees in connection with fund share classes held in client accounts. B. Compensation from Revenue Sharing. NYLIFE Securities has contracted with NFS for, among other services, custody, clearing and administrative services for Eagle’s advisory clients. NFS also offers a menu of mutual funds, some of which Eagle makes available to its clients. Many mutual funds pay fees to NFS to be placed on its platform as part of a practice known as “revenue sharing.” NFS shares some of these fees with NYLIFE Securities, which in turn shares some of these fees it receives with Eagle. NYLIFE Securities receives 0.31% of the value of client assets invested in such fee-paying 38  mutual funds in all NYLIFE Securities accounts, including Eagle accounts. No such payments are made for holdings in qualified accounts, money market funds or fund families that do not pay access fees to NFS. When a fund pays NFS for a fund share class to be placed on NFS’ platform, the internal expenses (subject to any expense cap) of that fund share class are typically higher than those of mutual funds that do not make such payments. Higher fees negatively impact clients’ investment returns. Mutual fund companies may offer other share classes on other platforms that have lower expense ratios. See each mutual fund’s prospectus for details of share classes available and their expense ratios. Please see the “Mutual Fund Share Classes” section below for more information on share classes. Fund companies’ revenue sharing arrangements with NFS create a conflict of interest because they give Eagle a financial incentive to recommend mutual funds (including particular share classes), or to recommend Sub-Managers who select funds (including particular share classes), that pay NYLIFE Securities additional revenue. Revenue sharing arrangements also create a conflict because they give Eagle an incentive to continue to retain NFS as the provider of custody, clearing and administrative services for the programs described in this Brochure. Eagle does not share any of the revenue that it or NYLIFE Securities receives with your IAR. Therefore, the IAR does not have a financial incentive to recommend one fund or Sub-Manager over another because of revenue sharing compensation. C. Mutual Fund Share Classes. Mutual fund companies offer different mutual fund share classes. The buyer eligibility requirements, expenses, 12b-1 fees, shareholder servicing fees and revenue sharing arrangements differ among mutual fund companies as well as among particular share classes of a given mutual fund. We do not offer all share classes offered by a given mutual fund company. In selecting or recommending mutual fund shares for your account, Eagle and Sub-Managers are not required to pick the lowest cost share class. Sub-Managers select mutual funds and share classes in their portfolios following their own securities selection practices. Please see the relevant Sub- Manager’s Form ADV Part 2 (available at https://www.adviserinfo.sec.gov/) for details on their process for selecting mutual funds, including the share class, in their portfolios. Eagle reviews Sub- Managers’ mutual fund share class practices as part of its due diligence process. In selecting share classes to be made available in the Representative Directed Program, Eagle considers a range of different factors, including the availability of particular share classes on NFS’ platform, the willingness of mutual fund companies to waive account minimums, and expense ratios. We generally make no-load or load-waived share classes available to you. See Item 6A (Selection and Review Process of Portfolio Managers) for more information on our selection process in the Representative Directed Program. If we later add a new share class in a fund, we will, over time, convert existing client holdings in Representative Directed accounts to that new share class. We also periodically review Representative Directed accounts to evaluate whether clients own share classes not on our Available List (e.g., legacy positions purchased at another firm and 39  transferred into an Eagle account) and determine whether it is appropriate to convert such holdings to the share class on our Available List, based on the cost to the client. If, for any reason, Fund Fees are paid to an Eagle affiliate with respect to mutual funds in your LWP or Eagle Strategies Prosper Portfolios account, we credit the amount of those Fund Fees to your account. See “Payments from Mutual Fund Companies” above for more information on Fund Fees received by NYLIFE Securities. Therefore, the Fund Fees do not give Eagle or your IAR a financial incentive to recommend one Sub-Manager, fund or share class over another. You might be able to invest in a lower cost share class of the same fund if you invest through another financial services firm or directly with the mutual fund. When determining the reasonableness of fees and expenses you pay under any program described in this Brochure, consider the fees and expenses that Eagle charges. Also consider any indirect fees and expenses that you incur in connection with mutual fund investments, including the possibility that you are invested in a share class with fees and expenses greater than other share classes for which you are otherwise eligible, and for which an Eagle affiliate earns compensation. Read the fund prospectus carefully for information on the mutual funds and share classes available for your account, including their investment policies, restrictions, charges, and expenses. D. Alternative Fund Share Classes. Some alternative fund managers offer different fund share classes. The buyer eligibility requirements, expenses (including performance based and redemption fees), 12b-1 fees, shareholder servicing fees and revenue sharing arrangements differ among alternative fund managers as well as among particular share classes of a given alternative fund. We do not offer all share classes offered by a given alternative fund manager. In selecting or recommending alternative fund shares for your account, Eagle is not required to pick the lowest cost share class. In selecting share classes to be made available in the Alternative Investments Program, Eagle considers a range of different factors, including the availability of particular share classes on NFS’ platform and our Alternatives Platform Provider, the willingness of alternative fund managers to waive fund minimums, and expense ratios. We generally make no- load or load-waived share classes available to you. See Item 6A (Selection and Review Process of Portfolio Managers) for more information on our selection process in the Alternative Investments Program. If, for any reason, Fund Fees are paid to an Eagle affiliate with respect to alternative funds in your LWP account, we credit the amount of those Fund Fees to your account. See “Payments from Mutual Fund Companies and Alternative Managers” above for more information on Fund Fees received by NYLIFE Securities. Therefore, the Fund Fees do not give Eagle or your IAR a financial incentive to recommend one fund or share class over another. You might be able to invest in a lower cost share class of the same fund if you invest through another financial services firm or directly with the alternative fund manager. When determining the 40  reasonableness of fees and expenses you pay under any program described in this Brochure, consider the fees and expenses that Eagle charges. Also consider any indirect fees and expenses that you incur in connection with alternative fund investments, including the possibility that you are invested in a share class with fees and expenses greater than other share classes for which you are otherwise eligible, and for which an Eagle affiliate earns compensation. Read the offering documents carefully for information on the alternative funds and share classes available for your account, including their investment policies, restrictions, charges, and expenses. E. Proprietary Products, Affiliated Funds and Affiliated Managers. Our affiliates receive compensation if investment products they manage (for example, NYLI mutual funds and ETFs) are purchased in an Eagle account. The NYLI family of mutual funds and the NYLI ETFs, both managed by NYLIM, are distributed through NYLIFE Distributors LLC and available in LWP Programs. They can be identified by “NYLI” in the fund name. IARs tend to be more familiar with funds managed or offered by these Eagle affiliates than with other providers’ funds because our affiliates sponsor educational, marketing and other events for IARs. This makes our IARs more likely to recommend or select investments in NYLI funds and to recommend that a client continues to hold, or decide on a client’s behalf to continue to hold, such investments. While Eagle and our IARs do not receive any portion of the compensation, we have a conflict of interest in offering these products because our affiliates earn compensation and a reputational benefit from having assets invested in funds they manage or distribute. Similarly, an Eagle affiliate holds a minority interest in Stone Ridge, so investments in Stone Ridge funds (identified by “Stone Ridge” in the fund name) benefit our affiliate. Eagle therefore also has a conflict of interest with respect to investments in those funds. An IAR or a Sub-Manager may recommend or select for your account a mutual fund, ETF or ETN managed by an Eagle affiliate. In the GP and RAA Programs and for the securities you select in a Non-Discretionary UMA, you may decline to purchase such products. In the RPM Program, you may direct your IAR to not purchase affiliated funds. If a Sub-Manager in an LWP Program is affiliated with us, part of your Sponsor Fee could be paid to that affiliate for its services. This occurs when the affiliate sets a fee to be charged to you as part of the Sub-Manager component of the Sponsor Fee. We then have a conflict of interest because our affiliate earns compensation that would otherwise be paid to a third party. In the Eagle Strategies Prosper Portfolio Program, NYLIM creates model portfolios, which SigFig uses in managing client accounts. Eagle pays NYLIM a fee out of the Sponsor Fee component of the Client Fee that clients pay to Eagle. We have a conflict of interest because NYLIM earns compensation that would otherwise be paid to a third party and NYLIM gets a reputational benefit from being the model provider. For retirement accounts in the SMA, Representative Directed and UMA Programs, Eagle does not charge clients an Advisor Fee or the administrative fee component of the Sponsor Fee on the market value of affiliated funds. The Advisor Fee can be up to 1.50% of billable assets for these programs, 41  and the administrative fee component of the Sponsor Fee is 0.25% of billable assets for the SMA and the UMA Programs, and 0.15% for Representative Directed Programs. (The Sponsor Fee rates are for accounts opened on or after March 27, 2021 and based on the highest fee tier; lower fees may apply as account assets increase.) Some accounts pay a lower or no administrative fee under legacy fee arrangements. The Sub-Manager Fee component of the Sponsor Fee is charged to your account. No affiliated funds are held in Eagle Strategies Prosper Portfolios accounts. Please see the fee table and the following discussion in the Fees section above and contact your IAR for more information. F. Referral Payments and Other Conflicts under the Securities-Based Lending Program. If you borrow money under the Securities-Based Lending Program instead of selling securities in your Eagle accounts to raise the money you need, Eagle benefits from the fees you pay on those assets. Therefore, Eagle has a conflict of interest due to the incentive to permit your accounts to be pledged as collateral for an SBLOC. When you borrow money from a Program Lender through the Securities- Based Lending Program, Eagle receives referral payments from the Program Lender, as described in more detail, including the maximum amount of those payments, in our Securities-Based Lending – Important Disclosures document, which the lender will give you when you apply for the loan. The amount of each referral payment depends on the average daily principal amount of your SBLOC each month. We do not receive referral payments from Non-Program Lenders. We do not share these referral payments with your IAR. Referral payments from Program Lenders give Eagle an incentive to refer you to the Program Lender and create a conflict of interest. Alternative financing methods may be available to you that do not result in referral payments to Eagle. D. COMPENSATION AND CONFLICTS IAR Compensation. Eagle and its IARs receive direct and indirect compensation when you participate in programs described in this Brochure. This compensation varies, in part, on the fee you negotiate with your IAR. The fee for the Eagle Strategies Prosper Portfolios Program is not negotiable. The amount of compensation may be more or less than Eagle or the IAR would receive if you participated in other programs or if you paid separately for the investment advice, brokerage and other services provided in the programs described in this Brochure. Sales compensation varies among these programs and other programs and financial products offered by Eagle, as well as the various products an IAR may offer in the capacity of a registered representative of NYLIFE Securities or as an insurance agent of New York Life and its affiliates. For example, compensation for many non-Eagle products is structured so that NYLIFE Securities registered representatives and New York Life insurance agents receive most of their compensation upfront rather than, as is the case in programs described in this Brochure, over the period you are invested in the account. The exact timing and amount of compensation they receive for Eagle and non-Eagle products depends on a number of factors. Please ask your IAR for more details. For example, for alternative funds offered by both Eagle and NYLIFE Securities, the amount of compensation your financial professional receives depends on whether you invest through Eagle or NYLIFE Securities, as well as other factors, such as how long you invest in the fund. This difference in sales compensation among 42  the products and programs offered by Eagle, NYLIFE Securities and other New York Life affiliates creates a conflict of interest because an IAR has a financial incentive to recommend certain programs or products instead of others based on how the IAR would be compensated. IARs earn “Council Credits” from New York Life based on their sales of insurance, securities and investment advisory products, and financial planning services. Council Credits determine: • Eligibility for enhanced compensation (e.g., a greater share of the advisory fee) • Participation in New York Life-sponsored educational, training and development meetings and • Eligibility for retirement, medical and life insurance benefits. Council Credits are awarded according to different formulas, depending on the product or service selected: • Advisory VAs, described in the Firm Brochure, typically generate more Council Credits than investments made through the Co-Advisory Program, described in the Firm Brochure, or through the LWP and Eagle Strategies Prosper Portfolios Programs described in this Brochure. • NYLIFE Securities investments may generate more or fewer Council Credits than comparable investments through Eagle. Clients do not receive the same ongoing services for NYLIFE Securities investments as they would through Eagle. IARs are incentivized to sell insurance and certain annuity products because: • They must meet a minimum number of Council Credits from insurance and income annuities to initially affiliate with Eagle and to continue offering Eagle services to new clients. • The amount of Council Credits an IAR can earn through Eagle is capped based on how many Council Credits they earn from insurance and annuity products (not including the Advisory VA). The Council Credit rules create conflicts of interest because IARs have an incentive to recommend some programs or products over others and, for financial planning and the CP Program, to encourage clients to select earlier payment schedules. Eagle addresses these conflicts by disclosing them. IARs perform different duties depending on the service they recommend and that you select. For example, in some programs, an IAR may recommend an asset allocation and particular securities, while in other programs, the IAR may recommend another manager or a fund that in turn determines the asset allocation and particular securities. For a given level of Advisor Fee, this creates an incentive to recommend a manager or fund that determines the asset allocation and securities, rather than IARs doing this themselves. Sub-Managers whose services are offered in our programs work with Eagle and our IARs to promote their products. They may pay for training, education and prospecting events such as seminars for Eagle employees, IARs, clients and prospective clients. For employees and IARs, these events may be held at Eagle’s offices, the investment adviser’s location or off-site locations. The investment adviser may pay for travel, meals and accommodations. For certain meetings or events, Eagle reviews the invitee lists and confirms that the agenda is relevant and appropriate for IARs or Eagle employees prior to their participation. Investment advisers occasionally provide entertainment or gifts of nominal value to 43  employees and IARs. Eagle hosts training and education events and occasionally receives payments from investment advisers and other vendors who wish to participate in or attend these events. Please see Item 9A (Code of Ethics) for more information on how we address these conflicts. Eagle and your IAR earn compensation if you invest in a program described in this Brochure, so Eagle and your IAR have a financial incentive to recommend these programs. Because the fees that Eagle and your IAR receive in the programs are based on the value of your assets invested through the program, your IAR has an incentive to recommend that you make more contributions to your Eagle account and to refrain from taking withdrawals from or terminating your account. The amount of compensation we and our IARs receive varies by program and by the options selected within a program. This leads to a conflict of interest, as we and our IARs have an incentive to recommend certain programs and options over others. When you buy an insurance product such as life insurance, annuities, individual disability or long-term care insurance, the IAR, as an insurance agent of New York Life, receives additional compensation, including commissions (except in the case of the Advisory VA), service fees, and allowances for expenses and benefits. Given that a recommendation of an Advisory VA allows your IAR to earn other forms of compensation which may not be available in connection with other investments, Eagle and your IAR may have a financial incentive to offer or recommend this policy over other Eagle programs. Compensation paid on New York Life insurance and annuity products is governed and limited by Section 4228 of New York State Insurance Law. As insurance agents, IARs also receive incentive awards for selling insurance products approved by New York Life. Clients may be able to buy recommended insurance products through other brokers or agents not affiliated with New York Life. Direct and indirect compensation paid by Eagle and its affiliates to financial professionals may change over time due to business, legal or regulatory considerations. Receiving more compensation or other benefits from selling certain products or from certain other client investment decisions creates an incentive to recommend products based on your IAR’s compensation rather than your needs. We address this conflict and other material conflicts described in this Brochure in a variety of ways, including: • Training our IARs to act in your best interest as part of their fiduciary duty; • Addressing IAR conduct and reinforcing ethical behavior through Eagle’s Code of Ethics policy and related supervisory processes; and • Disclosing material conflicts in this Brochure and other disclosure documents so you can make informed decisions. While IARs are trained to make recommendations that they believe are in your best interest, the ultimate decision to accept or reject any such recommendations belongs to you. To make educated decisions, we encourage you to ask questions, read all available disclosure materials, and consider all your options. Compensation to Eagle and its IARs. The amount earned by Eagle and your IAR varies between the programs described in this Brochure. For a given Advisor Fee, which is one component of your Client Fee, 44  Eagle and your IAR earn the same amount regardless of the LWP Program in which you invest. But for a given Client Fee, your IAR earns more in the Representative Directed Programs than in programs with a Sub-Manager, but Eagle could earn more or less in the Representative Directed Programs than in a program with a Sub-Manager. IARs typically charge a higher Advisor Fee in Representative Directed Programs than in other LWP Programs, as you do not pay a fee for a Sub-Manager. In the Eagle Strategies Prosper Portfolios Program, as well as differences in the Advisor Fee itself (0.50% in the Eagle Strategies Prosper Portfolios Program; negotiable up to 1.50% in the LWP Programs), IARs could receive a different proportion of the Advisor Fee than they do in the LWP Programs. These differences in what an IAR earns create an incentive for Eagle and your IAR to recommend one program rather than another. Different Sub-Managers charge different fees. For a given Client Fee, the amount earned by Eagle and your IAR for a program with a Sub-Manager depends, in part, on the Sub-Manager selected. FA Sub- Manager fees are generally lower than SMA Sub-Manager fees. Within SMA Sub-Managers, equity and balanced strategies generally have higher Sub-Manager fees than fixed income strategies. In addition, within each program and investment style, different Sub-Managers have different Sub-Manager fees. This creates an incentive for Eagle and your IAR to select certain programs, Sub-Managers, strategies and asset allocations. We address this conflict by disclosing it to you and in the other ways described in this Item 4D (Compensation and Conflicts). In the FA Program, Eagle has greater margins on some Sub-Managers and strategies than others at various levels of assets under management, given Eagle’s client fee schedules and its own costs. This creates an incentive at some asset levels for Eagle to recommend certain Sub-Managers. Please see “More Information on Compensation and Conflicts of Interest” under Item 4C (More Information on Fees and Compensation) above for further details on and the conflicts relating to revenue Eagle or its affiliates receive. Eagle or its affiliates have other business relationships with some Sub-Managers (or their affiliates). Similarly, Eagle or its affiliates have business relationships with some subadvisers appointed by Sub - Managers (or with affiliates of the subadvisers). Eagle contracts with Envestnet|PMC, Morningstar (or its affiliates), Fund Evaluation Group, and Wilshire Associates for other services. These include due diligence services for the programs described in this Brochure, the provision of data and other performance information, methodology for mapping clients to risk profiles and, in the case of Envestnet|PMC, Envestnet’s services described in this Brochure and performance reporting services for certain other accounts of Eagle and its affiliates. Due to these relationships, Eagle has an incentive to recommend one Sub-Manager over another. As your IAR is not involved in these business relationships, your IAR does not have a financial incentive to recommend one Sub-Manager over another as a result of the business relationships. An IAR could, however, be inclined to recommend or select a Sub-Manager because of their familiarity with the Sub-Manager as the provider of other services in the programs. Eagle has an additional incentive for you to invest in the Alternative Investments Program. Eagle pays fees to the Alternatives Platform Provider for access to its platform to facilitate customer investments in 45  alternative funds. The Alternatives Platform Provider discounts Eagle’s fees based on the amount invested in these funds by clients of either Eagle or its affiliate NYLIFE Securities. We address this conflict by disclosing it to you and not sharing this benefit with financial professionals. Other Conflicts of Interest: Other Clients. Eagle, your IAR, Envestnet and the Sub-Managers may give advice and perform duties for other clients, including clients with accounts that are similar to your account, that may differ from advice given, or in the timing or type of action taken, for your account. For more information on conflicts of interest, please see Item 6B (Portfolio Managers and Conflicts of Interest). Please see Item 9 (Additional Information) for conflicts of interest relating to personal trading and client referrals. ITEM 5: ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS ACCOUNT REQUIREMENTS Each Program described in this Brochure has minimum account size requirements at account-opening. In the LWP Programs, Envestnet and Sub-Managers have higher minimum account size requirements for particular LWP strategies. Eagle, Envestnet, SigFig and the Sub-Manager have the option to waive account minimums. Please see the sections below for program-specific information. To determine whether a managed account is appropriate for you, Eagle considers various factors, including your financial and personal situation, investment objective, risk tolerance, time horizon, and program features and costs. Accounts could come under management once we receive the first funding, even if this is less than the minimum or your stated investment amount. See the Overlay Services section in Item 4A (Description of Programs and Services) above for the investment minimums at the time you apply for those services. Envestnet, SigFig and Sub-Managers have ongoing minimum account values for accounts they manage, which may differ from the account-opening minimum account values. If Envestnet, SigFig or the Sub- Manager identifies an account below their minimum value, they notify Eagle and we notify your IAR to work with you to determine the appropriate next steps, which may include depositing additional funds into the account, selecting another investment option, or closing the account and either sending you the proceeds or transferring account assets to a NYLIFE Securities brokerage account. Please see the Account Termination section below for the impact of converting an advisory account to a NYLIFE Securities brokerage account. 46  FUND ADVISORY PROGRAM The initial investment minimum for the FA Program is generally $25,000, although some Sub-Managers have a $10,000 account minimum and other Sub-Managers have higher account minimums. Please contact your IAR for a list of investment minimums. SEPARATELY MANAGED ACCOUNT PROGRAM The initial investment minimum for the SMA Program is generally $100,000. Some Sub-Managers may have higher account minimums. Please contact your IAR for a list of investment minimums. REPRESENTATIVE DIRECTED PROGRAM The initial investment minimum for the Representative Directed Program is generally $25,000. If you meet certain platform-wide asset thresholds, you may be eligible to open accounts below the minimum. UNIFIED MANAGED ACCOUNT PROGRAM The initial investment minimum for the Non-Discretionary UMA Program is generally $100,000. The initial investment minimum for the Strategist UMA Program is generally $500,000. Some Sub-Managers may have higher account minimums. EAGLE STRATEGIES PROSPER PORTFOLIOS PROGRAM The initial investment minimum for the Eagle Strategies Prosper Portfolios Program is generally $5,000. The ongoing investment minimum is $1,500. ALTERNATIVE INVESTMENTS PROGRAM In the Alternative Investments Program, Eagle’s initial investment minimum is $50,000. To invest in any particular alternative fund, however, you must meet the fund’s initial investment minimum set by the fund or its manager. The fund or manager may also set minimums for contributions and withdrawals. Any waivers of the fund’s minimums for initial investments, contributions or withdrawals must come from the fund or its manager. Under Eagle’s policies and procedures, you cannot invest more than 20% of your liquid net worth in alternative funds, whether held at Eagle or elsewhere. 47  TYPES OF CLIENTS We provide investment advisory services to different types of clients and account types, including individual investors, traditional IRAs, Roth IRAs, SEP IRAs, SIMPLE IRAs, trusts, estates, charitable organizations, donor-advised funds, and corporations and other business entities. ACCOUNT TERMINATION You or Eagle may close your account at any time with notice, as provided in your Client Agreement. When you close your account, you must tell us where to transfer the account assets. If you do not give us these instructions, or if we close your account on our own initiative, your account becomes a NYLIFE Securities brokerage account and the process explained below will apply. If your account is closed and any securities are not eligible to be held in a brokerage account, we may liquidate those securities or ask you to give us instructions on their disposition within a reasonable time. If we ask you for instructions but do not receive them within the stated time period, we may liquidate those securities. If we liquidate securities, we may deposit the proceeds into your brokerage account or send them to you. Any mutual fund shares held in share classes that are available only in advisory accounts, or that are otherwise not eligible to be held in your brokerage account, could be converted, in accordance with the terms of the mutual fund’s prospectus, to a different share class that may have a higher expense ratio and different fees. Closing an account or terminating your Client Agreement does not affect liabilities or obligations arising from account transactions initiated beforehand, even if such transactions are executed afterwards. We may withhold from your account amounts sufficient to cover the costs of effecting any open and unsettled transactions and their associated trading costs and to cover any unpaid client fees. When the assets are moved to a brokerage account, we will no longer give you investment advice, and you will be responsible for all investment decisions in your account. Instead of an asset-based fee, you will be charged brokerage commissions and other applicable fees. ITEM 6: PORTFOLIO MANAGER SELECTION AND EVALUATION A. SELECTION AND REVIEW PROCESS OF PORTFOLIO MANAGERS Your IAR, as applicable, recommends or selects an investment for your account based on, among other things, your investment objective, risk tolerance, time horizon and cost. Your IAR may recommend the removal of, or remove, a particular investment from your account if it is removed from the applicable program or if the IAR believes that another investment is now more appropriate for you. Please see Item 4A (Description of Programs and Services) and “Tailoring Services to Client Needs” in Item 6C (Portfolio 48  Managers for Wrap Fee Brochures) for more information on recommendations or selections for particular clients in each Program. We describe below how we select, monitor and terminate the different types of investments we offer in our programs. The UMA Program uses some strategies and securities that are available in the FA, SMA and Representative Directed Programs as well as strategies and securities not available in those other programs. FUND ADVISORY, SEPARATELY MANAGED ACCOUNT, UMA AND EAGLE STRATEGIES PROSPER PORTFOLIOS PROGRAMS Available List Our unaffiliated third-party service providers Envestnet|PMC or Segal Advisors, Inc. (also known as “Rogerscasey”) evaluate our affiliated and unaffiliated Sub-Managers and their strategies. (For this purpose, NYLIM is considered a Sub-Manager in the Eagle Strategies Prosper Portfolios Program.) To be considered for the Available List in one or more of the FA, SMA, UMA and Eagle Strategies Prosper Portfolios Programs, Sub-Managers give Envestnet|PMC or Segal Advisors, Inc. information on the Sub- Manager and applicable strategy (e.g., firm, staffing, investment process and historical performance). The Sub-Manager’s key personnel are also interviewed. Eagle may also conduct certain reviews on some Sub- Managers and strategies. After being evaluated, Sub-Managers are reviewed and, if appropriate, approved by Eagle’s Product Committee. The Product Committee includes representatives from Eagle’s Product department, Eagle senior management and Legal and Compliance personnel. Envestnet|PMC does not perform for Eagle any of the evaluations, reviews or monitoring discussed in this Item 6.A when Envestnet|PMC is the Sub-Manager. Envestnet|PMC or Segal Advisors, Inc. periodically review the Sub-Managers and strategies on the Available List (e.g., investment performance, staffing, regulatory issues). To stay on the Available List, Sub- Managers and strategies must continue to perform in line with their mandates and must not be subject to what Eagle considers to be material compliance, regulatory or financial concerns. As Sleeve Sub-Managers in Strategist UMAs are appointed by the account’s overall Sub-Manager, the selection, monitoring and termination procedures described in this Brochure do not apply. See the Form ADV Part 2A Brochure (available at http://www.adviserinfo.sec.gov) of the account’s overall Sub-Manager for information on how it appoints, monitors and terminates Sleeve Sub-Managers. Changes from “Available” to “Hold” Status. A Sub-Manager or strategy can be moved from “Available” to “Hold” status by Eagle’s Head of Product or the Investment Committee. The Investment Committee includes representatives from Eagle’s senior management and Legal and Compliance personnel. While “Hold” indicates that we have a significant concern with the Sub-Manager or strategy, you can continue to hold assets in the Sub-Manager or strategy. While your IAR will not recommend contributions to a Sub- Manager or strategy on “Hold” status, you may make further contributions if you want to do so. However, IARs cannot place investments for new clients with a Sub-Manager or in a strategy with a “Hold” status. 49  A Sub-Manager or strategy could be put on “Hold” if, for example: • • Its performance continues to deteriorate over time or there is significant underperformance; Its investment process or portfolio management team materially changes (e.g., departure of lead portfolio manager/primary decision maker); • Significant organizational change may affect how the strategy is implemented; or • It has a material compliance violation or is subject to legal or regulatory action. We notify our IARs of the change to “Hold” and encourage them to notify clients. The duration of a “Hold” status depends on how long we need to evaluate the Sub-Manager or strategy and how long it takes for the Sub-Manager to address our concerns. Once the Sub-Manager or strategy has been placed on “Hold,” it can remain on “Hold,” return to “Available” status, or change to “Terminate.” Changes to “Terminate” Status. If the Investment Committee determines that a Sub-Manager or strategy no longer meets the “Available” or “Hold” criteria, we will no longer recommend it in the programs described in this Brochure. The committee may terminate a Sub-Manager or strategy from our platform if it believes that the Sub-Manager or strategy poses a significant risk to our clients or to Eagle and its affiliates. A Sub-Manager or strategy need not be on “Hold” before termination. If the potential risks of the Sub-Manager or strategy are significant, the committee may terminate it with no prior notice to you. The committee could terminate a Sub-Manager or strategy if, for example: Its performance deterioration is severe; its investment process or portfolio management team materially changes; or It has a material compliance violation or is subject to legal or regulatory action. • • • A Sub-Manager may also choose to terminate a strategy or no longer make it available to clients for its own reasons. We will notify you of the termination. We usually identify a replacement Sub-Manager or strategy, which must be on the “Available List.” We generally seek a Sub-Manager or strategy in the same asset class and with similar attributes and holdings to the terminated Sub-Manager or strategy. If you do not wish to invest in the replacement or are not eligible for the replacement, we will ask you to contact your IAR to discuss other program options. If you do not select a new Sub-Manager or strategy other than the identified replacement, we will use the identified replacement if you are eligible for the replacement. Please see “Account Termination” in Item 5 (Account Requirements and Types of Clients) above for more information. If we cannot identify a replacement or you are not eligible for the replacement, we will close your account unless you select a new Sub-Manager or strategy. Please discuss possible options with your IAR. Please 50  see “Account Termination” in Item 5 (Account Requirements and Types of Clients) above for more information. REPRESENTATIVE DIRECTED PROGRAMS Available List -- Additions. Our “Available List” contains stocks, mutual funds, ETFs, ETNs and bonds (collectively, “Securities”) available in the Representative Directed Programs. We monitor the Securities on our Available List and may add or remove Securities at any time. As discussed below, IARs qualified to offer the RPM Program are not limited to recommending the Securities on the Available List. Mutual funds. Our unaffiliated third-party service provider, Wilshire Associates, generally uses a proprietary quantitative and qualitative evaluation methodology to review and monitor mutual funds on the Available List. Eagle’s Rep Directed Product Committee then determines which mutual funds should remain on the list. We offer one share class for each fund available in the Representative Directed Programs. We make available the fund share class that we consider best suited for the program. See the discussion of mutual fund share class selection in Item 4C (More Information on Fees and Compensation). ETFs and ETNs. The Rep Directed Product Committee reviews ETFs and ETNs to determine whether to add them to the Available List. Its screening criteria can include factors such as liquidity, tracking error, and the length of time that the fund has been in existence. Stocks. The Available List generally includes stocks meeting certain market capitalization criteria and with a favorable analyst rating from an unaffiliated research provider recognized by Eagle for this purpose. IARs who offer the RPM Program are not limited to recommending the stocks on the Available List and may recommend stocks based on favorable research reports from approved third-party providers. IARs in the RPM Program are also permitted to recommend in an RAA account any equities they are permitted to buy in the RPM Program. Therefore, the equity securities available to you in the RAA Program depend on whether or not your IAR is qualified to offer the RPM Program. Bonds. Select advisors who maintain a Series 7 license may recommend new or provide advice on existing bonds. Eligible bonds must be investment grade (as rated by each of three credit rating agencies: S&P, Moody’s, & Fitch) at the time of inclusion in an account. You may ask your IAR whether there are securities your IAR is not permitted to recommend or select. If you want to invest in products that your IAR is not licensed or permitted to recommend or select, at your request, we may be able to assign another IAR to help you. Sometimes, Securities not meeting the screening criteria are considered and may be approved by the Rep Directed Product Committee for addition to the Available List. For example, a new fund that does not have an established track record may be considered if the portfolio managers or fund family have a track record we consider appropriate. 51  Available List -- Removals. Eagle may remove any Security from the Available List. Mutual Funds. Periodically, Wilshire Associates identifies mutual funds on the Available List that have experienced a material quantitative (e.g., performance) or qualitative (e.g., organizational changes) deterioration. The Rep Directed Product Committee decides whether to remove those mutual funds from the Available List. ETFs and ETNs. Periodically, the Rep Directed Product Committee identifies ETFs or ETNs on the Available List that have experienced a material quantitative (e.g., tracking error) deterioration and decides whether to remove them from the Available List for the RAA Program. Stocks. If stocks no longer meet the criteria described above, the Rep Directed Product Committee removes them from the Available List. In the RPM Program (and in RAA accounts of RPM-eligible IARs), the IAR determines when to remove a stock from the list of stocks it uses in client accounts. When securities are removed from the Available List, your IAR must work with you to find suitable alternatives (unless your IAR offers the RPM Program). Sometimes you may continue to hold Securities that are no longer on the Available List. Unless they are moved “below the line” as Unsupervised Assets, such Securities continue to be included in calculating your Client Fee. Please see the Fees discussion in Item 4A (Description of Programs and Services). ALTERNATIVE INVESTMENTS PROGRAM Available List. Our Alternatives Platform Provider has engaged an independent due diligence firm to evaluate the investment and operational aspects of the alternative funds that it makes available. The independent due diligence firm issues research ratings of and reports about those funds. Eagle has access to these ratings and reports as part our arrangements with the Alternative Platform Provider. In selecting alternative funds for the Alternative Investments Program, we use those research ratings and reports. The Wealth Management Solutions (WMS) Alternative Investment Management Committee helps Eagle and NYLIFE Securities with the governance and oversight of their alternatives platforms. The committee includes representatives from Eagle’s and NYLIFE Securities’ Product departments, senior management and Legal and Compliance personnel. The committee approves the alternative funds offered by Eagle. As well as investment and operational factors, the committee considers, for example, a fund’s investor eligibility criteria, minimum investments, liquidity constraints and tax reporting. Eagle receives notifications of ratings changes through our Alternatives Platform Provider. When a fund rating changes, Eagle reviews the research report, and we may discuss it with the Alternatives Platform Provider. 52  Changes from “Available” to “Hold” Status. The WMS Alternative Investment Management Committee may move an alternative fund from “Available” to “Hold” status. While “Hold” indicates that we have a significant concern with the fund, you can continue to hold assets in the fund. While your IAR will not recommend contributions to a fund on “Hold” status, you may make further contributions if you want to do so. IARs cannot recommend any investments in a fund with “Hold” status to clients not already invested in the fund. We could place a fund on “Hold” if, for example: • • Its performance continues to deteriorate over time or there is significant underperformance; Its investment process or portfolio management team materially changes (e.g., departure of lead portfolio manager/primary decision maker); • Significant organizational change may affect how the strategy is implemented; or • It has a material compliance violation or is subject to legal or regulatory action. We notify our IARs of the change to “Hold” and encourage them to notify clients. The duration of a “Hold” status depends on how long we need to evaluate the fund and how long it takes for the fund to address concerns. Once the fund has been placed on “Hold,” the WMS Alternative Investment Management Committee may keep it on “Hold,” return it to “Available” status or change it to “Terminate.” Changes to “Terminate” Status. If the WMS Alternative Investment Management Committee determines that an alternative investment fund no longer meets the “Available” or “Hold” criteria, we will no longer recommend it in the Alternative Investments Program. The committee may terminate a fund from our platform if the committee believes that the fund poses a significant risk to our clients or to Eagle and its affiliates. A fund need not be on “Hold” before termination. If the potential risks of the fund are significant, the committee may terminate it with no prior notice to you. The committee could terminate a fund if, for example: Its performance deterioration is severe; its investment process or portfolio management team materially changes; or It has a material compliance violation or is subject to legal or regulatory action. • • • We will notify you of the termination. You may keep your investment in the fund, but Eagle will no longer give you advice on it or charge you the Client Fee. Please see “Account Termination” in Item 5 (Account Requirements and Types of Clients) above for more information. CALCULATING CLIENT ACCOUNT PERFORMANCE Envestnet calculates and provides performance information for LWP accounts, and SigFig does so for accounts in the Eagle Strategies Prosper Portfolios Program. Eagle does not independently verify the accuracy of Envestnet’s or SigFig’s calculations, nor engage a third party to do so. Performance information might not be calculated on a uniform and consistent basis. More specifically: 53  ∗ Performance history is calculated using a time-weighted rate of return and is shown net of management fees. For performance periods greater than one year, the return is annualized to show the average annual return over the period. ∗ ∗ For LWP accounts, but not Eagle Strategies Prosper Portfolios accounts, performance history is calculated not just on an account level, but, if applicable, also on a household level, for all clients. For this purpose, a household consists of LWP accounts that you (through the IAR) request to combine for performance reporting purposes. In the Alternative Investments Program, the alternative funds are valued only periodically. Therefore, performance calculations for particular periods for these funds are based on valuations performed some time before the end of that period, not on the last business day of that period. B. PORTFOLIO MANAGERS AND CONFLICTS OF INTEREST NYLIM as Portfolio Manager in the Fund Advisory Program: For certain strategies we offer in the FA Program, our affiliate NYLIM acts as the Sub-Manager. For those strategies, NYLIM has appointed a third party to provide model portfolios. Those model portfolios may invest in only certain types of securities, including the NYLI family of mutual funds and the NYLI ETFs, both managed by NYLIM and distributed through NYLIFE Distributors LLC. These arrangements create conflicts of interest. For more details on those conflicts, see “Proprietary Products, Affiliated Funds and Affiliated Managers” in the “More Information on Compensation and Conflicts of Interest” section in Item 4C (More Information on Fees and Compensation). In the FA Program, NYLIM is subject to the same selection and review process as other Sub-Managers in the program. IARs in the RPM Program: In the RPM Program, your IAR acts as the portfolio manager with discretion to replace, buy or sell IAR-selected securities for your account without consulting you. For a given Client Fee, your IAR generally earns more in the RPM Program than in the FA, SMA, UMA or Eagle Strategies Prosper Portfolios Programs. Therefore, your IAR has an incentive to recommend the RPM Program over those other programs. Based on various factors, Eagle has an incentive to recommend certain programs over others. We address this conflict by disclosing it to you and in the other ways described in Item 4D (Compensation and Conflicts). You are responsible for selecting the program in which you invest. See also Item 4D (Compensation and Conflicts) for a further discussion of conflicts and how we address them. IARs in the RPM Program are not subject to the same level of review as other portfolio managers in other programs described in this Brochure. We periodically review each participating IAR’s RPM accounts by comparing performance of accounts at each risk tolerance level to aggregate performance of accounts with the same risk tolerance level managed by FA Sub-Managers. We also periodically review performance dispersion among accounts at each risk tolerance level (when there are enough accounts for a meaningful analysis). IARs acting as portfolio managers in the RPM Program must meet certain qualifications and requirements, including the amount of advisory assets under management, years of experience and training. Please see Item 6A (Selection and Review Process of Portfolio Managers) above on selecting and reviewing Sub-Managers in other programs. 54  Eagle Strategies Prosper Portfolios Program: In the Eagle Strategies Prosper Portfolios Program, our affiliate NYLIM is the model provider. This creates a conflict of interest for us because an affiliate earns compensation and a reputational benefit as a result of acting as model provider. This creates an incentive for Eagle to retain NYLIM as the model provider and to recommend the Eagle Strategies Prosper Portfolios Program to clients. NYLIM is subject to the same type of due diligence review as third-party managers in the LWP Programs. Please see Items 4C (More Information on Fees and Compensation) and 4D (Compensation and Conflicts) for information on other conflicts of interest and Item 6A (Selection and Review Process of Portfolio Managers) for information on how NYLIM is reviewed. C. PORTFOLIO MANAGERS FOR WRAP FEE PROGRAMS Our IARs act as portfolio managers in the RPM Program. Advisory Business. Please see Item 4 above for a description of the advisory services we offer and the related fees. Tailoring Services to Client Needs. In the programs described in this Brochure, our advisory services are based on the information that you provide about your individual financial situation and objectives, which our IARs gather from you. To tailor our advice to your individual needs, we review your financial and personal situation, investment objective, risk tolerance and time horizon. Based on this information, and program features and costs, your IAR selects a Sub-Manager and strategy appropriate for your needs or else otherwise manages your account consistent with your needs. The information you provide us will influence whether we recommend a strategy that is aggressive or conservative. See also Item 6A (Selection and Review Process of Portfolio Managers). Except in those LWP Programs and parts of a Non-Discretionary UMA in which you select the securities to buy and sell, you may impose reasonable restrictions on the management of your account. You may restrict the purchase of specific securities by name or by a category of securities, such as prohibiting investments in firearms manufacturers, gambling or tobacco producers. Investment restrictions do not apply to the underlying securities held by collective investment vehicles such as mutual funds, ETFs and ETNs. Eagle, Envestnet, SigFig or an Executing Sub-Manager may reject restrictions that they do not consider reasonable. See Envestnet’s, SigFig’s or the applicable Executing Sub-Manager’s Form ADV Part 2 (available at https://www.adviserinfo.sec.gov/) for details on how accounts with restrictions are invested. As compared to accounts without restrictions, accounts with investment restrictions might have a different number of security holdings, trade at different times and perform differently. Performance-Based Fees. Eagle and its IARs do not charge performance-based fees, which are fees based on a share of capital gains or the capital appreciation of your account assets. 55  Methods of Analysis, Investment Strategies and Risk of Loss. In giving you investment advice, your IAR may use any investment strategy approved by Eagle that they are qualified to offer. In the Representative Directed Programs, your IAR gives you a personalized investment proposal, which includes recommended securities that are consistent with your Portfolio Objective. The Portfolio Objective takes into account your investment objectives and risk tolerance, among other factors. Your precise strategy depends on your individual goals and preferences, as well as the IAR’s recommendations. In the GP and RAA Programs, you select securities based on your IAR’s advice. In the RPM Program, your IAR makes investment decisions without consulting you. For the other programs, please see, as applicable, the Form ADV Part 2 of Envestnet, SigFig, the Sub- Manager or NYLIM, available at https://www.adviserinfo.sec.gov/ for a description of their investment strategies and methods of analysis. Risk of Loss. With any investment product, including those in the programs described in this Brochure, there is a risk of loss, including the loss of the principal amount you invest. The values of investments fluctuate over time. If you invest in securities through any program described in this Brochure, you should be able and prepared to bear the risk of loss if the overall market or your specific investments decline in value. Securities available through these programs (1) are not insured by any regulatory agency, and (2) are not deposits, obligations of or guaranteed by Eagle or any other entity. The following section outlines risks of specific strategies and securities. Tactical Asset Allocation. Accounts managed using a tactical (i.e., short-term) approach to asset allocation generally trade more frequently and may incur greater trading costs than those using a strategic approach, which can affect investment returns. Their performance may be volatile, and they may underperform in some market cycles. Strategic Asset Allocation. Accounts managed using a strategic (i.e., long-term) approach to asset allocation generally trade less frequently and may have lower trading costs than those using a tactical approach, which can affect investment returns. Their performance may be volatile, and they may underperform in some market cycles. Active Management Style. Returns for actively managed accounts are generally reduced by the typically higher costs of hiring an active professional manager and portfolio trading. Their performance may be more volatile than those using a passive management style, and they may underperform in some market cycles. Passive Management Style. Passively managed accounts normally have lower costs than actively managed accounts because manager and portfolio trading costs are typically lower. Lower costs can affect investment returns. Their performance may be volatile, and they may underperform in some market cycles. 56  Frequent Trading. Frequent trading can affect investment performance through increased brokerage costs, transaction costs and tax consequences. Mutual Funds, ETFs and ETNS. If you buy or hold mutual funds, ETFs and ETNs in your account, please see the relevant prospectus for more information on the risks of investing in a particular fund, as well as investment objectives, fees and expenses. The market price of ETFs and ETNs might not correlate to the value of their underlying assets. ETFs’ and ETNs’ performance may not mirror the performance of their underlying indices. Operating expenses and other costs are deducted daily from the value of mutual fund, ETF and ETN assets and lower their rate of return. Please see Item 4C (More Information on Fees and Compensation) for more information on fund expenses. Money Market Funds. Unlike bank certificates of deposit (CDs) or savings accounts, money market mutual funds are not insured by the Federal Deposit Insurance Corporation (FDIC). Money market mutual funds invest in high-quality securities and seek to preserve the value of your investment, but you could lose money. There is no guarantee that you will receive $1 per share when you redeem your shares. In certain market conditions, redemptions may be suspended. The rate of return of money market funds might not keep pace with inflation. Individual Securities. If you invest in individual securities, your risks include non-diversification and volatility. For instance, the decline in value of one security may not be offset by the increase in value of another security. There is no guarantee that diversification will provide gains or prevent losses. Individual securities can be more volatile than other kinds of investment products. Debt Securities. The risks of investing in debt or fixed-income securities include: (i) credit risk, when the issuer or guarantor of a debt security may be (or be perceived to be) unable or unwilling to make timely principal or interest payments or otherwise honor its obligations, (ii) maturity risk, when a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity, (iii) market risk, when low demand for debt securities may negatively impact their price, (iv) interest rate risk, as when interest rates go up, the value of a debt security generally goes down, and when interest rates go down, the value of a debt security generally goes up (long-term debt securities are generally more susceptible to interest rate risk than short-term debt securities), as further discussed under “Interest Rates,” and (v) call or prepayment risk, as during a period of falling interest rates, the issuer may redeem a security by repaying it early. Foreign Securities. Investments in foreign (non-U.S.) securities may be riskier than investments in U.S. securities. Foreign regulatory regimes and securities markets can have less stringent investor protections and disclosure standards and less liquid trading markets than U.S. regulatory regimes and securities markets, and can experience political, social and economic developments (such as government expropriation, trading suspensions, excessive taxation, political or social instability, or economic sanctions) that may affect the value of investments in foreign securities. There can also be difficulty obtaining and enforcing judgments against issuers in foreign countries. Changes in the value of foreign currencies may make the return on an investment increase or decrease, unrelated to the quality or performance of the investment itself. Economic sanctions may be, and have been, imposed against certain 57  countries, organizations, companies, entities and individuals. Sanctions may cause a decline in the value of securities issued by the sanctioned country or companies located in or economically tied to the sanctioned country. You could be forced to sell or otherwise dispose of foreign investments at inopportune times or prices. These risks may be greater with respect to securities of companies that conduct their business activities in emerging markets or whose securities are traded principally in emerging markets. Alternative Investments. Compared to other investments we offer, alternative investments generally have additional risks, costs and complexities. They are speculative in nature, could be volatile, and are more likely to lose all or substantially all of their value. They are not appropriate for all investors, but are intended for experienced and sophisticated investors who can bear the economic risks. Compared to other investments we offer, alternative funds may invest to a greater degree in derivatives, commodities or investments that are not publicly traded, use complex partnership structures, use leverage, use short selling and hold concentrated positions to increase potential returns. These investment strategies could also increase potential losses. Alternative investment funds are generally not limited in the markets in which they may invest, including by location or capitalization. They sometimes pay their managers incentive fees, which could incentivize the fund manager to make investments that are riskier than those that would otherwise have been made. Alternative investments are less liquid than traditional investments, meaning you may not be able to sell your investment as quickly as you might sell other investment products or at all. This could result in holding the investment for an extended period, potentially until maturity or liquidation by the alternative investment fund. There may be no secondary market, and you may be restricted on transferring your interests in the investment. Alternative funds typically limit opportunities to redeem (quarterly or annually) and could impose a ‘lock-up’ period of several years which may prevent redemption. You may need to provide advanced notice of redemption and may not receive the entire redemption request. Also, some alternative funds may suspend redemptions or charge a redemption fee. Individual alternative funds will have specific risks that may vary by alternative fund. Alternative investments may have complex tax structures and tax reporting requirements. Tax reporting might be delayed. Please consult your tax professional before investing in alternatives. Not all alternative investment funds are registered and thus may be subject to less regulation depending on how they are organized. Their investment managers might not be registered as investment advisers with the SEC or under state law. Alternative funds are not FDIC-insured and, as a result, carry more risk than many other types of securities. The alternative investment fund might not give you all the information you want, as funds may consider some information confidential, including information relating to valuation and pricing. It therefore may be difficult to assess the investment risk. Before investing in an alternative investment fund, you should carefully read the fund’s offering document to understand the terms and conditions that would govern your investment, and the fund’s particular risks and conflicts of interest. 58  Interest Rates. The market value of bonds and other fixed-income securities changes in response to interest rate changes and other factors. Interest rate risk is the risk that prices of bonds and other fixed- income securities will increase as interest rates fall and decrease as interest rates rise. From time to time, the Federal Reserve can raise the federal funds rate as part of its efforts to address rising inflation. There is a risk that interest rates will rise, which will likely drive down the prices of bonds and other fixed-income securities. Interest rates also affect companies’ borrowing costs, making loans more expensive, which can reduce investment and profitability. Sub-Managers’ Strategies. For an explanation of any Sub-Manager’s (or, in the Eagle Strategies Prosper Portfolios Program, NYLIM’s) methods of analysis, investment strategies, and risks, please see the Sub- Manager’s or NYLIM’s Form ADV Part 2 (available at https://www.adviserinfo.sec.gov/). Cryptocurrency Exchange Traded Products: Cryptocurrencies are digital assets that use encryption and decentralized networks, usually based on blockchain technology. They are not legal tender in the United States, are not backed by any government or central authority, and their value depends entirely on what investors are willing to pay. You cannot directly invest in cryptocurrency through Eagle programs. Some of our programs offer indirect exposure through exchange traded-products (“ETPs”). These investment vehicles are typically ETFs or ETNs. As these cryptocurrency ETPs are not registered under the Investment Company Act of 1940, they do not have the same regulatory protections as traditional mutual funds or registered ETFs. The value of cryptocurrency ETPs can change quickly due to investor sentiment, limited trading liquidity, regulatory changes, technological issues and cybersecurity threats. These products also have particular operational risks, including system failures, custody challenges, and pricing differences between markets. In times of market stress, you may not be able to sell your investment easily or at a desired price. Laws and tax rules for cryptocurrencies and related products are evolving. New regulations or interpretations by U.S. or foreign authorities could significantly affect the value, liquidity or viability of these products. Please consult your tax adviser on the tax treatment of cryptocurrency-related investments. Investing in cryptocurrency ETPs involves substantial risk and may not be appropriate for all investors. You could lose the entire value of your investment. Before investing, carefully read each product’s prospectus and make sure you understand the product’s features, risks and costs. ********** Other, more general risks may affect your investments or our operations in any of the programs described in this Brochure, including: Public Health Crisis. A public health crisis, pandemic, epidemic or outbreak of a contagious disease, such as the pandemic resulting from the coronavirus that was first identified in 2019, could have an adverse impact on global, national and local economies, which in turn could negatively impact your investments. 59  Disruptions to commercial activity resulting from the imposition of quarantines, travel restrictions or other measures, or a failure of containment efforts, may adversely affect your investments, including by causing supply chain delays or disruptions or staffing shortages. In addition, the imposition of travel restrictions may affect the ability of personnel of Eagle or of our service providers to travel, which could negatively impact our or their ability to effectively evaluate Sub-Managers or to service your account. Finally, pandemics can add volatility in financial markets, including changes in interest rates. A continued outbreak may have a material and adverse impact on your investment returns. The impact of a public health crisis, such as a pandemic, epidemic or outbreak of a contagious disease, is difficult to predict, which presents material uncertainty and risk with respect to the performance of your investments. Geopolitical Risks. Some countries and regions in which you may invest through Eagle programs have experienced security concerns, war or threats of war and aggression, terrorism, economic uncertainty, natural and environmental disasters or systemic market dislocations that have led, and in the future may lead, to increased market and liquidity volatility and exchange trading suspensions and closures. These events may have adverse effects on the U.S. and world economies and markets generally, each of which may negatively impact investments and performance. For example, geopolitical events, such as the Ukrainian war, increased market and liquidity volatility and have caused sanctions, trading suspensions and closures. The sanctions include legal, regulatory, currency and economic risks, and additional sanctions may be imposed in the future. The Ukrainian war has had a devastating effect on the Ukrainian and Russian economies, which have expanded to the European economy and worldwide. Certain economic sectors may be particularly affected, including financials, energy, metals and mining, engineering and defense and defense-related materials sectors. The duration of the war and the economic and other collateral effects cannot be known. Such events, and other related events, could have a serious negative impact on, among other things, performance, liquidity and valuation of investments. Government Policies. Government policies in the United States and elsewhere can affect investments. Laws may govern the types of investments offered to investors and investors’ eligibility to invest in certain investments. Government policies can also affect firms’ sales, operations and profitability, which can affect your investment in any such firm (whether a direct investment in the firm’s securities or through an investment vehicle such as a mutual fund, ETF or alternative fund). For example, changes in monetary policy can affect inflation, which in turn affects costs and consumer demand. Central bank policy can affect exchange rates, which can affect the profitability of companies with international operations. Tariffs and other trade barriers can raise companies’ costs, affecting profitability, and can lead to higher prices, affecting consumer demand. Tax policies affect firms’ profitability, and tax incentives can result in changes in firm or consumer behavior. Firms can also be affected by government subsidies, government spending on infrastructure and other public projects and regulatory policies (e.g., labor laws, environmental regulations and liability laws). Antitrust laws designed to prevent monopolies or promote competition can affect market dynamics. Operations, Technology and Cyber Security. We depend on information technology, telecommunication and other operational systems, including both internal systems and systems used or provided by third- 60  party service providers (such as platform providers, custodians, administrators, financial intermediaries, transfer agents and other parties to which we or they outsource the provision of services or business operations). Operational errors can occur for many reasons, including human error, processing errors and communication errors. Systems may become disabled or fail to operate properly as a result of events or circumstances wholly or partly beyond our or third parties’ control. Further, despite implementation of a variety of risk management and security measures, our information technology and other systems, and those of service providers, could be subject to unauthorized access or other security breaches, resulting in a failure to maintain the security, availability, integrity and confidentiality of data assets. Security breaches could also result in denial of service on websites or other disruptions. In addition, we or our service providers may process, store or transmit electronic information, including information relating to client transactions and personally identifiable information. We have procedures and systems in place that are designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Moreover, our service providers are subject to the same electronic information security threats as Eagle. If a service provider does not implement adequate data security policies, or its networks are breached, information relating to client transactions and personally identifiable information may be lost or improperly accessed, used or disclosed. Geopolitical tensions could increase the scale and sophistication of cybersecurity attacks, especially from foreign governments or entities with governmental backing. Technological developments, such as the use of cloud-based services providers and the integration of artificial intelligence in systems and operations create new risks, which can be difficult to assess. Issuers of securities are subject to similar risks. Operational failures including technology failures or cyber security breaches, whether deliberate or unintentional, including those arising from use of service providers, could have a material adverse effect on Eagle’s, a service provider’s or an issuer’s business and could result in, among other things, financial loss, reputational damage, regulatory penalties or the inability to transact business. Other Business Interruptions. Activities or operations of Eagle, our services providers or issuers of securities could be interrupted or adversely affected by other extraordinary events, emergency situations or circumstances beyond their control, including war, terrorism, accidents, disasters, government macroeconomic policies or social instability. Business Continuity and Disaster Recovery Plans. To mitigate the effects of business disruptions, we, our services providers or issuers of securities may activate our business continuity and disaster recovery plans. These plans may, for example, require employees to work and access our information technology, communications or other systems from their homes or other remote locations. However, business continuity and disaster recovery plans may not be successful, or the firm could be delayed in implementing or recovering our activities or operations. For example, there may be issues or delays in accessing information technology, communications or other systems, which could have a material adverse effect on the firm’s business and, in Eagle’s case, our ability to service your account. 61  Voting Client Securities (Proxy Voting Policy) and Corporate Actions and Legal Proceedings Involving Your Account. NFS, or a service provider engaged by NFS, sends you any materials related to proxies, corporate actions or legal proceedings involving your account holdings. We and your IAR do not vote these proxies, handle these corporate actions nor participate in any such legal proceedings on your behalf. We generally cannot answer questions about and we do not give you advice on voting proxies, handling corporate actions or participating in legal proceedings involving your account holdings. In the FA, SMA and UMA Programs, unless you indicate otherwise in the manner required by NFS, Envestnet (or, if you have an Executing Sub-Manager in the SMA Program, the Executing Sub-Manager) votes proxies and handles corporate actions for securities in your account or delegates these responsibilities to another person. In the Representative Directed Programs and the Eagle Strategies Prosper Portfolios Program, you are responsible for voting proxies and handling corporate actions for securities in your account. In all programs described in this Brochure, you are responsible for acting on legal proceedings, including bankruptcies and class actions, involving securities held in your account. BEST EXECUTION AND TRADING AWAY As an investment adviser, Eagle has an obligation to ensure the “best execution” of client trade orders. “Best execution” means that we place client trade orders with broker-dealers that we believe can provide the best qualitative execution of those orders under the circumstances, taking into account the full range and quality of the services offered by the broker-dealer, including the value of any research provided, the execution capabilities, trade cost, financial responsibility and responsiveness to trade orders. Best execution does not necessarily mean best price. Our best execution obligation does not require us, Envestnet, SigFig or the Sub-Managers to solicit competitive bids for each transaction or to seek the lowest available cost of trade orders, so long as the broker-dealer selected can be reasonably expected to provide clients with the best qualitative execution under the circumstances. Envestnet, SigFig and NFS Eagle has selected NFS, the custodian, to execute all trades in the programs described in this Brochure, except for trades submitted to other broker-dealers by Executing Sub-Managers in the SMA and UMA Programs. Except for trades placed by Executing Sub-Managers, Envestnet and SigFig submit all trade orders directly to NFS for execution. When NFS executes a trade in your account, you do not pay a separate commission or sales charge for trade execution, as NFS’ trade execution costs are included in your Client Fee. Therefore, you generally receive a cost advantage when NFS executes the trades in your account. NFS contracts with a third-party provider to review quarterly its overall trading and execution activity for compliance with its best execution obligations. NFS gives NYLIFE Securities, our affiliate, a copy of the quarterly analysis. 62  Executing Sub-Managers Executing Sub-Managers in the SMA or UMA Programs may determine that trading through NFS is the most favorable option, given NFS’s execution capabilities and there being no separate commission or sales charge, as outlined above. However, an Executing Sub-Manager may place trade orders with broker- dealers other than NFS if it determines that using another broker-dealer would comply with its best execution obligations. This practice is called “trading away” and these types of trades are called “step out trades.” For example, an Executing Sub-Manager trading fixed income securities may use a broker-dealer specializing in fixed income markets to execute an order, which would be cleared and settled through NFS. Sometimes “step out trades” are executed by a broker-dealer without imposing a commission, markup or markdown. In other instances, the executing broker-dealer imposes a commission, markup or markdown. If a commission, markup or markdown is imposed on the trade, you incur trading costs that will negatively affect performance. As a result, in some strategies managed by Executing Sub-Managers that trade away, you pay additional trading costs compared to strategies whose Sub-Managers trade entirely or primarily through NFS. Despite the additional trading costs, some Executing Sub-Managers trade away because of other benefits, such as a better security price or more timely execution services. also review our Sub-Manager Trading Disclosure Statement You should review the Executing Sub-Manager’s Form ADV Part 2A Brochure (available at http://www.adviserinfo.sec.gov), ask about the Executing Sub-Manager’s trading practices, and consider that information carefully (including trading costs), before selecting an Executing Sub-Manager. You should at https://www.eaglestrategies.com/disclosures/ for important information on Executing Sub-Managers’ trading away practices, their percentage of client trades traded away, and any additional costs you may incur. Each Executing Sub-Manager is responsible for complying with its best execution obligations to the client. Eagle’s Reviews We monitor the trading activity of Executing Sub-Managers in the SMA Program and trading activity in the Representative Directed and UMA Programs. A third-party vendor analyzes trading activity in these programs and give us periodic reports so that we can assess best execution compliance. ITEM 7: CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS IAR: REPRESENTATIVE AS PORTFOLIO MANAGER PROGRAM Your IAR is the portfolio manager in the RPM Program and has access to the information that you provide at account opening, including information in the RTQ. If information previously provided to your IAR changes, you should promptly notify your IAR. 63  ENVESTNET Envestnet has access to the information that you provide at account opening, including information in the RTQ. Envestnet also has access to any updated information that you provide to your IAR. SUB-MANAGERS IN LWP PROGRAMS If, for any reason, Sub-Managers in an LWP Program ask us for information about you and your account (including your financial situation and investment objectives), Envestnet may give your Sub-Managers information about you, copies of your account statements and a list of all transactions effected on your behalf. Your selection of a Sub-Manager constitutes your consent to Envestnet giving that information to the Sub-Manager. You may revoke that consent at any time by closing your account. Model-Delivery Sub-Managers. Model Delivery Sub-Managers in LWP Programs give a model to Envestnet and do not trade your account. Unless you request otherwise, for these strategies, the Sub- Manager usually does not receive client-specific information. Executing Sub-Managers. Executing Sub-Managers in LWP Programs are responsible for overall management of your account and directly trade your securities portfolio. The Sub-Manager receives (from Eagle, Envestnet or NFS, as applicable) your account number, deposit and withdrawal information, requested investment restrictions, and selected strategy. If you tell us about any pertinent updates (e.g., change in investment restrictions), we will forward them to Envestnet. SIGFIG AND NYLIM For accounts in the Eagle Strategies Prosper Portfolios Program, SigFig has access to the information that you provide at account opening, including information in the RTQ. SigFig also has access to any updated information that you provide to Eagle and to client-specific documents such as account statements and performance reports. NYLIM generally does not receive client-specific information. ITEM 8: CLIENT CONTACT WITH PORTFOLIO MANAGERS In the programs described in this Brochure, your IAR will consult with you at least annually. IAR: REPRESENTATIVE AS PORTFOLIO MANAGER PROGRAM Your IAR acts as a portfolio manager in the RPM Program. In this Program, you may contact your IAR at any time during normal business hours. 64  SUB-MANAGERS IN LWP PROGRAMS In LWP Programs in which a Sub-Manager has investment discretion over your account, the number of client meetings per year is generally at the Sub-Manager’s discretion. Sub-Managers may make personnel familiar with your account available upon reasonable request. MANAGERS OF ALTERNATIVE INVESTMENT FUNDS In the Alternative Investments Program, the fund manager of each alternative fund determines the availability of its personnel to investors. Fund managers may make personnel available upon reasonable request. SIGFIG AND NYLIM In the Eagle Strategies Prosper Portfolios Program, each of NYLIM and SigFig is available for meetings at its discretion and may make personnel familiar with your account, or the model used in your account, available on reasonable request. ITEM 9: ADDITIONAL INFORMATION A. DISCIPLINARY INFORMATION AND OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS I. DISCIPLINARY INFORMATION On April 17, 2020, Eagle settled an administrative action with the SEC. In deciding to enter into this settlement, the SEC considered that Eagle had self-reported its conduct in June 2018 under the SEC’s Share Class Selection Disclosure Initiative. The settlement order found that at times during the period from January 1, 2014 to March 30, 2016, Eagle did not adequately disclose the conflicts of interest associated with clients’ purchasing or holding mutual fund share classes that paid distribution and shareholder servicing fees (“12b-1 fees”) to its affiliated broker-dealer when lower-cost share classes of the same funds were available. These fees are deducted from the mutual fund’s assets and typically paid to the broker-dealer distributing the shares. Under the terms of the settlement, Eagle, without admitting or denying the findings, consented to a cease and desist order that included a censure and finding of a willful violation of Section 206(2) of the Advisers Act. Eagle agreed to pay disgorgement and prejudgment interest to affected clients totaling $101,090.46. Additional settlement terms included agreement to: review and, as necessary, correct relevant disclosure 65  documents concerning mutual fund share class selection and 12b-1 fees; and evaluate whether clients should be moved to an available lower-cost share class and, as necessary, move clients to such classes. Eagle is committed to placing our clients’ interest first and fully meeting our fiduciary and regulatory obligations. To that end, we have taken several important steps over the last few years to enhance our disclosures and eliminate conflicts to the extent possible. As of March 31, 2016, Eagle had enhanced client-facing disclosures to fully address conflicts of interest associated with the receipt of 12b-1 fees. Since then, Eagle has also eliminated mutual funds paying 12b-1 fees from its LWP Programs to the extent lower cost mutual fund share classes were available and has moved clients to such share classes as necessary. Since July 1, 2019, Eagle has credited LWP client accounts with all 12b-1 fees received regardless of whether lower cost mutual fund share classes were available. A copy of the SEC Order is available at: www.sec.gov/litigation/admin/2020/ia-5480.pdf. For Eagle’s current share class practices, see “Mutual Fund Share Classes” under Item 4C (More Information on Fees and Compensation). On February 1, 2022, without admitting or denying the findings, Eagle settled an administrative action with the Massachusetts Securities Division of the Office of the Secretary of the Commonwealth. The settlement order found that, from November 2018 through the date of the settlement, one of Eagle’s investment adviser representatives provided investment advisory services from a place of business in Massachusetts while the representative was not registered in that state. The representative was qualified, registered, and approved to provide investment advisory services on Eagle’s behalf from another state before the settlement. Other than the licensing matter, the settlement did not involve any concerns about the representative’s conduct as an adviser and there was no impact to any clients or accounts. Eagle agreed to: a cease and desist order; a censure; to timely register and maintain registration of investment adviser representatives in Massachusetts; to review its pertinent policies and procedures; and an administrative fine of $40,000. II. BROKER-DEALER REGISTRATION Eagle is not registered as a broker-dealer. Some management persons and back office personnel of Eagle and all IARs are registered representatives of NYLIFE Securities, an affiliated broker-dealer. III. REGISTRATION AS A FUTURES COMMISSION MERCHANT, COMMODITY POOL OPERATOR OR A COMMODITY TRADING ADVISOR Neither Eagle nor any of its management persons are registered as a futures commission merchant, commodity pool operator or commodity trading advisor, or associated persons of any of these types of entities. 66  IV. REQUIREMENTS FOR STATE-REGISTERED ADVISORS Eagle is federally registered as an investment adviser with the SEC. It is not registered as an investment adviser in any state, nor is it required to be. V. MATERIAL RELATIONSHIPS WITH RELATED PERSONS Eagle is a wholly owned subsidiary of NYLIFE LLC, which in turn is a wholly owned subsidiary of New York Life Insurance Company, a New York mutual life insurance company. Eagle is also an affiliate of two other insurance companies, NYLIAC and NYLIFE Insurance Company of Arizona. Eagle’s affiliated insurance companies’ principal business is the sale of individual and group life insurance and annuity contracts. IARs, acting in their capacity as agents of Eagle’s affiliated insurance companies, receive compensation for the sale of proprietary insurance and annuity products, as well as for such products that are issued by unaffiliated insurance carriers. NYLIAC is the issuer of the Advisory VA policies and earns compensation from those policies. The only variable annuity offered in conjunction with Eagle advisory services is the Advisory VA. Eagle has an incentive to work with NYLIAC rather than another issuer offering variable annuities because NYLIAC is an affiliate of Eagle and earns compensation from the Advisory VA policies. We address this conflict by disclosing it to you and in the other ways described in Item 4D (Compensation and Conflicts). See Item 5E (Other Compensation to Eagle and its IAR for the Sale of Securities and Other Investment Products) and the Firm Brochure for discussions of other conflicts of interest and how we address them. We are affiliated with the following broker-dealers, which are indirect wholly owned subsidiaries of New York Life: NYLIFE Securities is registered with the SEC as a broker-dealer and is a member of the Financial Industry Regulatory Authority (FINRA). All IARs are also registered representatives of NYLIFE Securities and, acting in their capacity as registered representatives of NYLIFE Securities, receive commissions or other compensation for the sale of securities products offered through NYLIFE Securities. While Eagle accounts for the programs described in this Brochure are carried on the NYLIFE Securities brokerage platform, IARs do not receive commissions in connection with Eagle programs. Except for trading away by Executing Sub- Managers, trades in accounts for the programs described in this Brochure take place at NFS, the clearing broker-dealer. Using NFS to carry such accounts provides Eagle and NYLIFE Securities greater contract bargaining power than would Eagle if it negotiated arrangements itself with a clearing broker-dealer. Therefore, Eagle has a conflict of interest, as it is incentivized to consider its own interests in selecting a clearing broker-dealer. • Transfers between Eagle and NYLIFE Securities brokerage accounts: Eagle reserves the right to transfer securities from your Eagle account to a NYLIFE Securities brokerage account in your name with a matching registration. Eagle does not provide advice on any securities in NYLIFE Securities brokerage accounts, nor does it charge any advisory fees on assets held in such accounts. 67  NYLIFE Distributors LLC (“Distributors”) is registered with the SEC as a broker-dealer and is a FINRA member. It is the principal underwriter of the NYLI mutual funds, which are managed by NYLIM, an Eagle affiliate. Distributors is also the principal underwriter for variable insurance and variable annuity contracts, including the Advisory VA, issued by NYLIAC. Eagle is affiliated with several registered investment advisers. NYLIM is the manager of the NYLI mutual funds and ETFs, and other Eagle affiliates are sub-advisers to some of these funds or to third-party funds. Conflicts exist because our affiliates earn management fees and other compensation when our clients invest in funds that they manage. This conflict is mitigated because Eagle and the IAR receive no portion of this compensation. See Item 4C (More Information on Funds and Compensation). Eagle's investment adviser affiliates may act as Sub-Managers to provide investment advisory services directly to Eagle clients in LWP Programs. NYLIM is the model provider in the Eagle Strategies Prosper Portfolios Program. Conflicts exist because our affiliate earns compensation and gets a reputational benefit, when our clients invest through that affiliate. See Item 4C (More Information on Funds and Compensation). A list of Eagle’s affiliated investment advisers can be found in Eagle’s Form ADV Part 1. Envestnet|PMC: We have contracted with Envestnet, which provides trading platform infrastructure, technology, portfolio management and performance reporting for the LWP Programs. Envestnet also provides reporting for some other Eagle programs. Envestnet|PMC, a business division of Envestnet, is one of the Sub-Managers in the LWP Programs and also provides various services in our LWP Programs and to IARs, described in more detail in other sections in this Brochure. This creates a conflict of interest, as Eagle’s recommendation of Envestnet|PMC as a Sub-Manager could be influenced by its broader business relationship with Envestnet. IARs could be inclined to recommend or select Envestnet|PMC as a Sub-Manager because of their familiarity with Envestnet as the provider of other services in the programs. We address this conflict by disclosing it to you and in the other ways described in Item 4D (Compensation and Conflicts). See Item 4C (More Information on Fees and Compensation) and 4D (Compensation and Conflicts) for further discussions of conflicts of interest. B. CODE OF ETHICS I. CODE OF ETHICS PURSUANT TO SEC RULE 204A-1 The Eagle Strategies Code of Ethics (“Code”) sets out the standards of business conduct for Eagle personnel who are “Supervised Persons” under SEC rules and serves as an ethical blueprint for ensuring that all Eagle clients are treated fairly. In general, Supervised Persons include IARs, staff members and New York Life employees who primarily work on Eagle business. The Code emphasizes Eagle’s core values, our commitment to complying with securities laws, and protecting and preventing the misuse of material nonpublic information. The Code also contains ethical standards applying to IARs, including guidelines on 68  fiduciary responsibilities and restrictions on giving and receiving gifts. In addition, certain individuals are considered “Access Persons” under the Code and are subject to additional requirements on personal trading noted below. Access Persons include IARs and other personnel with access to nonpublic information on client transactions or who are involved in or have access to securities recommendations to clients. The Code is one of the tools we use to mitigate some of the conflicts of interest described in this Brochure. We will provide the Code to all clients and prospective clients upon written request to: Eagle Strategies LLC Attn: Eagle Regulatory Support & Oversight 51 Madison Avenue Floor 3B, Room 0304 New York, NY 10010 II. RECOMMENDATIONS INVOLVING SECURITIES IN WHICH EAGLE HAS A MATERIAL FINANCIAL INTEREST In the LWP Programs, an IAR or a Sub-Manager may recommend a mutual fund or ETF managed by an Eagle affiliate. In the GP, RAA and Non-Discretionary UMA Programs, you may decline to buy that product. In the RPM Program, you may instruct your IAR not to buy funds advised by an Eagle affiliate. For the FA, SMA Program and Strategist UMA Programs and part of a UMA managed by a Sub-Manager, since the managers have discretion over the securities in the model, Eagle and the IAR do not select the securities for your account. You may be able to direct that the Sub-Manager implement investment restrictions that would prevent the purchase of funds advised by an Eagle affiliate or work with your IAR to select a new manager or strategy that is not currently investing in such funds. NYLIM, as model provider in the Eagle Strategies Prosper Portfolios Program, does not include affiliated products in its models. Eagle and our IARs do not receive fees on affiliated funds held in retirement accounts in the SMA Program, Representative Directed Programs and UMA Programs. Please see Item 4C (More Information on Fees and Compensation) for more information. III. CONFLICTS IN CONNECTION WITH PERSONAL TRADING From time to time, Eagle, an IAR, Sub-Manager or Eagle affiliate may: • • • recommend to you, or buy or sell for your account, securities in which we, an IAR, Sub-Manager or affiliate has a material financial interest invest in the same securities (or related securities, such as warrants, options or futures) that we, an IAR, Sub-Manager or affiliate recommends to you or buys or sells for your account or recommend securities to you, or buy or sell securities for your account, at or about the same time that we, an IAR, Sub-Manager or affiliate, buys or sells the same securities for their own account. A conflict arises where an IAR, Sub-Manager or Eagle affiliate takes an action with a security that disadvantages a client purchasing or selling the same security. Also, Eagle’s affiliates periodically acquire confidential information about the funds available in the Representative Directed Programs; however, Eagle does not coordinate advisory activities with its affiliates. The Code describes procedures designed 69  to reasonably detect and prevent unethical trading practices by IARs, their staff and certain Eagle personnel. It includes prohibitions on trading on knowledge about client transactions or while in possession of material nonpublic information. We monitor the personal trading activities of Access Persons to identify instances where these policies may have been violated. IV. CONFLICTS IN CONNECTION WITH TIMING OF PERSONAL TRADING From time to time, IARs and their staff, or personnel of our affiliates, may own or seek to trade in the same securities that are being bought or sold in client accounts. As described above, the Code prescribes procedures to monitor Access Persons’ personal trading activities, which are designed to reasonably detect and prevent unethical trading practices. We use certain criteria to identify if Access Persons trade in a security before or after a client trades in the same security. This review excludes accounts for which the account holder has granted full discretion to another person and who meets other conditions. C. REVIEW OF ACCOUNTS I. PERIODIC REVIEWS Your IAR consults with you at least annually to review your current personal and financial situation, investment objective, risk tolerance and time horizon to verify that your profile information remains accurate and complete and to update any investment restrictions. Your IAR is also available to review your account's investment allocation, performance and the fees of your selected program. Based on these reviews, your IAR may recommend adjustments to your investment allocation, strategy or program. Please carefully consider any recommendation before accepting it. We monitor accounts in the Representative Directed and UMA Programs. Our periodic monitoring reports are designed to ensure that client accounts are managed according to the client’s investment objectives and risk tolerance reflected in the Investor Risk Rating in the SIS. For Sub-Managers and SigFig, please see the Sub-Manager’s or SigFig’s Form ADV Part 2 (available at https://www.adviserinfo.sec.gov/) for more information. Each IAR is subject to a periodic supervisory interview and inspection conducted by the Managing Partner who supervises the office to which your IAR is assigned or by another designated person in that office. NON-PERIODIC REVIEWS II. Non-periodic reviews are available upon request. 70  III. REGULAR REPORTS PROVIDED TO CLIENTS include performance In the LWP Programs and the Eagle Strategies Prosper Portfolios Program, Envestnet makes available to information, current portfolio you quarterly performance reports, which composition, and the reinvested and paid earnings with respect to your holdings. Envestnet mails or emails these to you and, where applicable, posts them to its online client portal at https://advisor.envestnet.com/secure/app.jsp?_channel=nf. In the Eagle Strategies Prosper Portfolios Program, you receive quarterly performance reports. You will receive an email once the report is available, and you can then review and retrieve the report on the client portal for the Eagle Strategies Prosper Portfolios Program. In the Alternative Investments Program, you may receive other material from alternative funds in which you are invested. Based on trading activity in the account, you will also receive prospectuses (as required), trade confirmations, monthly statements and transaction history reports from NFS, the account’s custodian, which are also mailed or emailed to you and, where applicable for the LWP Programs, posted by NFS to the Eagle client portal for your review (available at www.eaglestrategies.com). Monthly statements from NFS, rather than performance reports, are the definitive source of information about your account. All client reports described in this section are written. These reports contain important information about your account and we encourage you to review them carefully. D. CLIENT REFER RALS AND OTHER COMPENSATION I. ECONOMIC BENEFITS PROVIDED BY THIRD PARTIES FOR ADVICE RENDERED TO CLIENTS (INCLUDES SALES AWARDS OR OTHER PRIZES) We have grandfathered cash solicitation arrangements with Brinker Capital Investments, LLC and Frontier Asset Management, LLC (“Advisers”). No new accounts can be opened under these arrangements. We and our IARs receive compensation for having introduced clients to these Advisers and for providing certain ongoing services. This compensation is typically equal to a percentage of the investment advisory fee charged by the Advisers (which, in turn, is based on the client’s total assets being managed by the Advisers). This compensation differs depending on the terms of the agreement between the Advisers and Eagle. The Advisers generally pay us each month or quarter, depending on the program, and we then pay some of this compensation to the IAR. If one Adviser pays Eagle a higher solicitor fee than the other to manage a given level of assets, the IAR had an incentive to recommend the higher paying Adviser over the other. This differential compensation creates a conflict of interest. We address such conflicts through disclosure. Please see Item 4D (Compensation and Conflicts) for more information. II. COMPENSATION TO NON–ADVISORY PERSONNEL FOR CLIENT REFERRALS Some IARs have entered into agreements under which they pay for client leads generated by a third party. The compensation paid to the third party depends on the number of leads generated and the potential 71  clients’ stated investable asset level. Eagle is not a party to those agreements and makes no payments under them. E. FINANCIAL INFORMATION I. BALANCE SHEET To request a copy of Eagle’s most recent audited financial statement, which includes its balance sheet, please email EagleRegulatory@newyorklife.com. II. FINANCIAL CONDITION REASONABLY LIKELY TO IMPAIR ABILITY TO MEET CONTRACTUAL COMMITMENTS TO CLIENTS Eagle is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to Clients. III. BANKRUPTCY PETITIONS DURING THE PAST TEN YEARS Eagle has never filed a bankruptcy petition nor has it been subject to an involuntary bankruptcy petition. 72 

Eagle Strategies LLC Firm Disclosure Brochure Form ADV Part 2A 51 Madison Avenue Floor 3B, Room 0304 New York, NY 10010 (888) 695-3245 http://www.eaglestrategies.com October 23, 2025 the contents of This brochure provides information about the qualifications and business practices of Eagle Strategies LLC. If you have any questions about this brochure, please contact us at EagleRegulatory@newyorklife.com or (888) 695-3245. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. information about Eagle Strategies LLC also is available on the SEC’s website at Additional www.adviserinfo.sec.gov. Registration with the SEC does not imply a certain level of skill or training.  Item 2 Material Changes Not applicable 2  Item 3 Table of Contents Item 2 Material Changes ................................................................................................................... 2 Item 3 Table of Contents ................................................................................................................... 3 Item 4 Advisory Business .................................................................................................................. 5 A. Firm Description ............................................................................................................................. 5 B. Advisory Services Offered .............................................................................................................. 6 C. Tailoring Advisory Services to Client Needs ................................................................................. 14 D. Portfolio Management Services Within Wrap Fee Programs ...................................................... 14 E. Management of Client Assets ...................................................................................................... 14 Item 5 Fees and Compensation ....................................................................................................... 15 A. Compensation and Schedule of Fees ........................................................................................... 15 B. Billing Method .............................................................................................................................. 17 C. Other Fees and Expenses ............................................................................................................. 18 D. Prepayment of Advisory Fees ....................................................................................................... 24 E. Other Compensation to Eagle and IARs for the Sale of Securities and Other Investment Products ....................................................................................................................................... 26 Item 6 Performance-Based Fees and Side-by-Side Management ..................................................... 28 Item 7 Account Requirements and Types of Clients ......................................................................... 28 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ............................................... 29 A. Methods of Analysis and Investment Strategies .......................................................................... 29 B. Material Risks ............................................................................................................................... 30 Item 9 Disciplinary Information ....................................................................................................... 34 Item 10 Other Financial Industry Activities and Affiliations ............................................................... 35 A. Broker-Dealer Registration ........................................................................................................... 35 B. Other Registrations ...................................................................................................................... 35 C. Material Relationships with Related Persons .............................................................................. 35 D. Selection of Other Advisers .......................................................................................................... 36 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............ 37 A. Code of Ethics Pursuant to SEC Rule 204A-1 ................................................................................ 37 B. Recommendations Involving Securities in which Eagle has a Material Financial Interest ........... 37 C. Conflicts in Connection with Personal Trading ............................................................................ 38 D. Conflicts in Connection with Timing of Personal Trading ............................................................ 38 Item 12 Brokerage Practices .............................................................................................................. 38 A. Selection of Broker-Dealers .......................................................................................................... 38 B. Aggregation of Trades across Multiple Client Accounts .............................................................. 38 3  Item 13 Review of Accounts .............................................................................................................. 38 A. Periodic Reviews .......................................................................................................................... 38 B. Non-Periodic Reviews ................................................................................................................ 40 C. Regular Reports Provided to Clients ............................................................................................ 40 Item 14 Client Referrals and Other Compensation ............................................................................ 40 A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients ............................ 40 B. Compensation to Non-Advisory Personnel for Client Referrals ................................................... 41 Item 15 Custody ................................................................................................................................ 41 Item 16 Investment Discretion .......................................................................................................... 41 Item 17 Voting Client Securities ........................................................................................................ 41 A. Proxy Voting Policies and Procedures ............................................................................................ 41 B. Client Voting of Securities .............................................................................................................. 42 Item 18 Financial Information ........................................................................................................... 42 A. Balance Sheet ............................................................................................................................... 42 B. Financial Condition ................................................................................................................ 42 C. Bankruptcy Petitions During the Past Ten Years. ........................................................................ 42 4  Item 4 Advisory Business A. FIRM DESCRIPTION Eagle Strategies LLC (“Eagle,” “we” or “us”) is an investment adviser registered with the Securities and Exchange Commission (“SEC”) and subject to the Investment Advisers Act of 1940, as amended (“Advisers Act”). Eagle is qualified with appropriate securities authorities to offer investment advisory and financial planning services in all 50 states and the District of Columbia. Eagle is an indirect wholly owned subsidiary of New York Life Insurance Company (“New York Life”). Eagle, taken together with its predecessor entities, has been in business since 1988. Eagle offers a variety of services through our investment adviser representatives (“IARs”). Eagle’s IARs are licensed or permitted by state securities law to offer investment advisory products and services. IARs must also have the necessary licensing or designations and meet Eagle’s requirements to offer each particular product or program. Registration of Eagle and licensing of its IARs does not imply a certain level of skill or training. IARs are also insurance agents of New York Life and other affiliated insurance companies, New York Life Insurance and Annuity Corporation (“NYLIAC”) and NYLIFE Insurance Company of Arizona, and registered representatives of NYLIFE Securities LLC (“NYLIFE Securities”), an affiliated broker-dealer. IARs may work individually or as part of a team with other IARs. IARs may also have support staff called Associate Financial Advisors who help provide investment advisory services. Associate Financial Advisors are appropriately licensed or permitted by state securities laws and meet Eagle’s requirements. Services described in this Brochure as being provided by your IAR — such as making recommendations or reviewing your investments — may instead be carried out by another IAR or by an Associate Financial Advisor. An Associate Financial Advisor’s recommendations are reviewed by their IAR. Eagle’s primary investment advisory business is providing financial planning and investment management services, including products issued or managed by third parties and our affiliates. All investment advisory activity is based upon each client’s (“you,” “your” or, if you are the employer sponsor of a Plan client, the “Plan Sponsor”) investment objectives. This Firm Disclosure Brochure (“Brochure”) describes different advisory programs offered by Eagle. For a description of the investment advisory services we offer in the Lifetime Wealth Portfolios (“LWP”) Programs and the Eagle Strategies Prosper Portfolios Program, please see Eagle’s Wrap Fee Brochure at www.eaglestrategies.com/disclosures. Understanding your Relationship with Eagle. Your financial professional can choose to offer you different investment solutions, including advisory programs described in this Brochure, other advisory programs described in Eagle’s Wrap Fee Brochure, a brokerage or mutual fund account, or other securities product accounts. There are important differences between, on the one hand, advisory accounts and other advisory services and, on the other hand, brokerage, mutual fund and other securities product accounts in terms of services provided, costs, how your financial professional is paid, and the obligations of your financial professional and the financial services entity. You should carefully consider the differences between various types of programs and accounts before opening an Eagle account, buying a variable annuity described in this Brochure, or obtaining a financial plan. Please ask your financial professional if you have questions. Eagle may add IARs to or remove IARs from your account, or otherwise change the IAR providing you services, without giving you prior notice. In offering you advisory services, your financial professional acts as an IAR. Eagle and its IARs have a fiduciary duty, which means that they act in your best interest in light of your investment objectives, 5  financial situation and other circumstances when providing investment advice and eliminate or make full and fair disclosure of all material conflicts of interest. Eagle and your financial professional act as fiduciaries to “Retirement Investors” under Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Internal Revenue Code (as applicable), as described under Section II(a)(1) of Department of Labor Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”). A Retirement Investor is (1) a participant or beneficiary of an employee benefit plan with authority to direct the investment of assets in his or her account or to take a distribution, (2) the beneficial owner of an IRA acting on behalf of the IRA, or (3) a fiduciary of a plan as defined under Section 3(2) of ERISA (a “Plan”) or an IRA. Both Eagle and your IAR are fiduciaries under PTE 2020-02 with respect to recommendations we make for these accounts, including recommendations to rollover from such accounts. This means that we comply with Impartial Conduct Standards (as defined in PTE 2020-02), including a best interest standard, when providing fiduciary investment advice to you as a Retirement Investor In providing brokerage services, mutual fund, variable annuity (other than the variable annuity described in this Brochure) and other securities product accounts, your financial professional acts as a registered representative of NYLIFE Securities, makes trades based on your trade-by-trade instructions, and receives a commission or other transaction-based compensation. Registered representatives are not fiduciaries other than being a fiduciary under PTE 2020-02 in some cases (as described in the NYLIFE Securities Customer Relationship Guide available from your IAR or at www.newyorklife.com/securities), do not provide continuous account monitoring and do not have discretion over your account. Some products and services are offered only by certain IARs. Please discuss with your IAR the products they offer. B. ADVISORY SERVICES OFFERED advisory programs that are in Eagle’s Wrap Fee Brochure We provide the financial planning, foundational analysis, investment advisory and retirement plan services described below. In addition to the programs and services listed in this Brochure, we also offer other at described www.eaglestrategies.com/disclosures. No Legal, Accounting or Tax Advice. In all Eagle programs, Eagle and your IAR do not give legal, accounting or tax advice to you. You should consult your own attorney, accountant or tax adviser regarding these matters. 1. FINANCIAL PLANNING SERVICES AND FOUNDATIONAL ANALYSIS SERVICES We offer three financial planning programs, which are detailed below. Financial plans and fee-based hourly advice are tailored to individual client needs, by using information provided by the client to address the matters chosen by the client. Financial seminars are not tailored to individual client needs. A financial plan is based on your situation at a certain point in time. Eagle does not conduct periodic reviews or updates of your financial plan unless you specifically request an update or sign an Ongoing Subscription Agreement for financial plans. 6  When you receive financial planning services, including an hourly plan, or through a seminar, as outlined below, you have sole responsibility for determining whether, when and how to implement any part of a financial plan or planning guidance. You can choose to implement a plan through Eagle or elsewhere. If you decide to implement any recommendations from your financial plan, resulting transactions are not considered part of the financial planning process and are covered by different arrangements, whether with Eagle or another financial services firm. See “Insurance, Annuities and Securities Brokerage for Financial Planning Services” below for more details on implementing recommendations. In addition to the financial planning options described in this Brochure, IARs have tools that allow them to provide various financial reviews, typically gap or shortfall analyses. There is no fee for these reviews. IARs can provide a “Foundational Analysis” report, which shows whether you are likely to meet specific financial goals. A Foundational Analysis report is not a financial plan and does not try to address all financial issues that may affect you. We act in our capacity as an investment adviser in providing a Foundational Analysis report. In providing any other financial reviews that are neither financial plans nor a Foundational Analysis report, IARs act in their capacity as a registered representative of NYLIFE Securities or an agent of New York Life. Your IAR is not acting as a fiduciary in providing these services, and the Advisers Act and related obligations under the Advisers Act do not apply. If you have questions about the analysis you have or could receive, the costs or the related role of your IAR, please ask your IAR or call Eagle at (888) 695-3245. Different plans, reviews and analyses described in this section use different capital market assumptions, so results may differ across the various tools. a. Financial Plans We offer financial planning services to individuals, closely held or private businesses, and trusts. To prepare a financial plan, your IAR will meet with you to gather information about your financial situation and objectives. Based on the information you provide, your IAR uses one or more software programs to develop a financial plan. The financial plan provides general advice that is intended to help you achieve your financial objectives. Depending on your needs and goals, the plan may cover a variety of topics, including a net worth analysis, cash flow planning, investment planning, and retirement planning. In some cases, your financial plan will include general recommendations regarding the purchase or sale of securities and insurance (see below) to address needs identified during the planning. These recommendations will not be to buy or sell a specific product or security, but instead will consist of actions to align your portfolio or needs with a recommended asset allocation (e.g., decrease large cap holdings) or insurance need (e.g., increase your life insurance coverage). The precise nature and coverage of a financial plan will vary depending on the planning topics that you choose. A financial plan is based on your situation at a certain point in time. If you engage us for only one financial plan, our advisory relationship with you ends at the earlier of when we deliver the plan or after nine months (unless both parties agree to an extension). You should consider whether to ask for a review of your plan on a periodic basis or when your financial condition or objectives change. An additional fee is typically charged for updating a financial plan. We also offer an Ongoing Subscription Agreement for financial planning services. If you choose this option, we will prepare a financial plan for you every year, based on the information you give us each year. The Ongoing Subscription Agreement terminates after five years, at which point you will need to enter into 7  another financial planning agreement if you want to receive more financial plans. Our fiduciary duty ends when we deliver the last report to you (or sooner if you or Eagle terminate the Ongoing Subscription Agreement). b. Financial Seminars We and our IARs may hold seminars that offer attendees general education on investment and retirement planning concepts and strategies. IARs do not offer individualized advice during seminars. Examples of topics covered include the objectives of retirement planning and wealth management. IARs can charge fees to attendees, which consist of a one-time payment for attending the seminar. The attendee fee is negotiated with any sponsoring organization. Our advisory relationship with you ends at the end of the seminar or program. c. Fee-Based Hourly Advice IARs can provide advice to you when assisting you with advisory services outside of an established financial plan. In this program, IARs can charge an hourly fee rate for permitted services, which include advice limited to: o Social security decisions o Budgeting o Debt management o Major purchase decisions (e.g., lease vs. buy) Under this program, your IAR will meet with you, as required, to accomplish the stated goals. There is no requirement to give you any report or other output. The engagement ends once you reach the maximum agreed upon fee, and no later than nine months after the date of your Hourly Financial Planning Agreement. Insurance, Annuities and Securities Brokerage for Financial Planning and Foundational Analysis Services. Financial planning, Foundational Analysis and other advisory services described in this Brochure may give rise to your IAR providing general advice about the need for insurance, annuities or similar financial products. IARs, acting in their capacity as insurance agents or registered representatives, can help you implement financial plan recommendations by offering to sell insurance products issued by New York Life, annuities issued by NYLIAC, and securities products available through NYLIFE Securities. Securities products may include mutual funds and some variable life and annuity products with investment options that are managed by New York Life Investment Management LLC (“NYLIM”), an Eagle affiliate. These products (“Proprietary Products”) are distributed by NYLIFE Distributors LLC, another Eagle affiliate. If you purchase Proprietary Products, our affiliates receive compensation for the services that they provide. Except for annuities and securities products purchased in connection with Eagle programs described in this Brochure or the Wrap Fee Brochure, if you choose to buy an insurance, annuity or securities product, your IAR, in their capacity as an insurance agent or registered representative, will receive a commission and will also receive other forms of direct and indirect compensation from New York Life or its affiliates because of the sale. Such commissions and other compensation are in addition to any fee that you pay to the IAR for financial planning services or any fees the IAR earns under the investment advisory programs described below or in the Wrap Fee Brochure at www.eaglestrategies.com/disclosures. Also, certain IARs may also serve as brokers for insurance products issued by unaffiliated insurance companies. IARs have an incentive to recommend products or services to you that result in their receiving additional 8  compensation, including from other companies. We address this conflict by disclosing it to you and, with respect to Eagle programs, in the other ways described in Item 5E (Other Compensation to Eagle and its IARs for the Sale of Securities and Other Investment Products). All commissions paid to insurance agents of New York Life and its affiliates are within the limits set by Section 4228 of New York State Insurance Law. Please see Item 5 (Fees and Compensation) for more information. Your IAR can offer certain advisory products based on the recommendations in the financial plan. If you choose to invest in an advisory product with your IAR, the IAR will be acting in their capacity as an IAR in recommending those investments, will generally receive asset-based compensation and also will receive other forms of direct and indirect compensation from New York Life or its affiliates, as discussed in more detail below. When acting in their capacity as an IAR, your IAR will not receive a commission for those investments covered under a program described elsewhere in this Brochure or in Eagle’s Wrap Fee brochure at www.eaglestrategies.com/disclosures. Your IAR will be acting solely in their role as an agent of the company issuing the insurance or annuity product when selling such products, or as a NYLIFE Securities registered representative when selling securities products. (If you buy a New York Life Premier Advisory Variable Annuity, your IAR will, however, act as an IAR in providing the advisory services to you described later in this Brochure.) An individual who is an IAR has different obligations to you and will be subject to a different standard of care when selling insurance, annuity or securities products than when acting as your IAR. You may implement some, all, or none of the recommendations contained in a financial plan through your IAR, and you may also choose to implement recommendations through another financial services firm. 2. EAGLE RETIREMENT PLAN PROGRAM We offer consulting and advisory services to assist Plan Sponsors of qualified employer-sponsored, participant-directed defined contribution retirement Plans. We may also assist Plan Sponsors with non- fiduciary services such as Plan participant enrollment and providing investment education to participants and beneficiaries. There are two options available in the Eagle Retirement Plan Program, each available to IARs who meet the necessary qualifications: the Eagle Retirement Plan Consulting Program and the Eagle ERISA Investment Manager Program. a. Eagle Retirement Plan Consulting Program (CP). We act as your fiduciary under Section II(a)(1) of PTE 2020-02 when we recommend investments and monitor investment options available through the Plan. We advise the Plan Sponsor in selecting and monitoring the investment options that the Plan Sponsor makes available to Plan participants. We tailor our advice to the Plan Sponsor based on criteria established by the Plan Sponsor in consultation with us, including any restrictions the Plan Sponsor may wish to impose on the securities recommended. Fi360 (a third-party vendor) evaluates investments against a set of factors and thresholds and allots points based on nine criteria: regulatory oversight, track record, assets in the investment, stability of the organization, composition consistent with asset class, style consistency, expense ratio/fees relative to peers, risk-adjusted performance relative to peers, and performance relative to peers. The points are totaled and compared to all other investments within the peer group. Investments with an Fi360 Fiduciary Score® of 0 meet or exceed all of Fi360’s recommended due diligence thresholds. Every other investment is then given a Score of 1-100, representing its percent ranking based on its placement in the distribution of its peer group, with a Score of 100 being the least favorable. We require that investment options selected by the IAR meet a 3-year average Fi360 Fiduciary Score® of 0 to 50. 9  1. The investment option recommendations must include a minimum of three investment alternatives: a money market fund, a bond fund, and a domestic large cap equity fund. The criteria and methodology for this program are different from those we use in other investment advisory programs. As a result, the recommended investment options may be different than those approved and available in other Eagle advisory programs. 2. Based upon the above criteria, and primarily using the Fi360 database, we will generate, at least annually, a recommended list of non-proprietary mutual funds, exchange-traded funds (“ETFs”) and exchange-traded notes (“ETNs”), to the extent your IAR is licensed to offer those types of securities, for the Plan Sponsor to select from. The Plan Sponsor (and not Eagle) is responsible for selecting the mutual funds or exchange-traded products to be made available to Plan participants. 3. IARs and the Plan Sponsor meet quarterly to review and update (if necessary) the investment options. As part of this program, we and the IAR may also provide the following non-fiduciary services:  Participant education and enrollment services  Plan Sponsor support services. If the Plan Sponsor wishes to participate in the program, the Plan Sponsor signs an Eagle Retirement Plan Consulting Program Agreement (“CP Agreement”). b. Eagle ERISA Investment Manager Program (EIMP). The IAR helps the Plan Sponsor complete a Client Profile to obtain information about plan design, plan objectives and third-party service providers, which we use to tailor our advice to the Plan Sponsor. In recommending a manager, the Plan Sponsor’s IAR and Eagle act as the Plan’s fiduciaries under Section II(a)(1) of PTE 2020-02. Since Eagle and its IARs do not recommend or select the securities in this program, the client should discuss any investment restrictions desired with the recommended managers to see if such restrictions can be accommodated. Once the Plan Sponsor, acting as the Plan’s fiduciary, selects the services to be provided by us and has determined that these services are necessary for the operation of the Plan and the compensation paid to be reasonable, the Plan Sponsor signs an Eagle Retirement Plan Program Agreement (“EIMP Agreement”). We and the IAR may provide the following ERISA fiduciary services:  Assisting the Plan Sponsor in selecting a manager (“Manager”) from among managers that we have evaluated to serve as an “investment manager” as defined under Section 3(38) of ERISA. We currently have five Managers in the program: Brinker Capital Investments, LLC (“Brinker”) (closed to new business), Frontier Asset Management, LLC (“Frontier”), Focus Partners Retirement Solutions, Morningstar Investment Services LLC (“Morningstar”) and Ategenos Capital, LLC. IARs may make recommendations that are, among other things, based upon the Manager’s style, process and adherence to style and guidelines; survey data; and fee analysis. The Plan Sponsor has the final approval on hiring and retaining any Manager we recommend.  Assisting the Plan Sponsor with collecting and evaluating information relating to the ongoing review of the Manager selected and retained by the Plan Sponsor, including reviewing tools and reports provided by the Plan’s Manager or service providers to assist the Plan Sponsor in evaluating the reasonableness of the Manager’s fees and comparing the Manager’s overall performance against applicable, recognized industry indices. An IAR may recommend the replacement of an underperforming Manager but will not make any recommendations to alter the investments or model portfolios selected by the Manager. 10  As part of this program, we and the IAR may provide the following non-fiduciary services:  Participant education and enrollment services  Plan Sponsor support services 3. CO-ADVISORY PROGRAM Under the Co-Advisory Program, we act as co-advisers with an unaffiliated investment adviser (“Co- Adviser”) to provide investment advisory services to you. The two available Co-Advisers are:  Brinker Capital Investments, LLC (“Brinker”), available both for Plan and non-Plan clients and  Frontier Asset Management, LLC (“Frontier”), available only for Plan clients. More information about each Co-Adviser, including where assets will be custodied, can be found in the Co-Adviser’s Form ADV Part 2A (available at www.adviserinfo.sec.gov). Each Co-Adviser has investment minimums for its programs. For non-Plan clients, the IAR meets with the client and gathers information on your financial situation and investment objectives. The IAR recommends an overall investment strategy for you and helps you complete program documentation, which is forwarded to Brinker. Brinker determines the asset allocation and investment products (in the case of Brinker’s discretionary programs) or recommends an asset allocation and investment products (in the case of Brinker’s nondiscretionary programs). Brinker is then responsible for managing your portfolio. You enter into a client agreement to which Eagle and the Co- Adviser are also a party. For Plan clients, Brinker or Frontier provides a series of investment strategies and corresponding models from which Plan participants may select. Brinker or Frontier is then responsible for managing participants’ portfolios. The Plan Sponsor enters into separate agreements with each of Eagle and the Co-Adviser. In recommending Brinker or Frontier as adviser to a Retirement Investor, and in recommending a program offered by a Co-Adviser, your IAR and Eagle act as fiduciaries under Section II(a)(1) of PTE 2020-02. 4. NEW YORK LIFE PREMIER ADVISORY VARIABLE ANNUITY The New York Life Premier Advisory Variable Annuity (“Advisory VA”) is an individual flexible premium deferred variable annuity, which is offered in conjunction with advisory services provided by Eagle. Advisory VAs are issued by our affiliate NYLIAC, which also provides various insurance-related services with respect to the annuity policies, but does not provide investment advice and does not recommend or endorse any particular annuity. See Item 15 (Custody). NYLIFE Distributors LLC, a broker-dealer affiliated with NYLIAC and Eagle, is the underwriter and distributor of the policies. The polices are offered through NYLIFE Securities as an appointed insurance agent of NYLIAC. The Advisory VA is appropriate for clients with long-term planning needs who (i) want insurance features available with the Advisory VA, such as the guaranteed death benefit, (ii) seek a disciplined investment strategy and (iii) want the ongoing advice of a professional adviser. The Advisory VA is not appropriate for clients who seek short-term investments, want to keep consistently high levels of cash or cash equivalents as part of their investment, want to maintain trading control, or do not want the services available with the Advisory VA. In particular: 11  (a) clients who want the insurance features available with an annuity but who do not want ongoing advice from a professional adviser should instead consider a variable annuity other than the Advisory VA and (b) clients who want ongoing advice from a professional adviser but who do not want insurance features available with an annuity should consider other Eagle programs, including the programs described in our Wrap Fee Program Brochure and the Co-Advisory Program described in this Firm Brochure. Advisory VA Policy Issued by NYLIAC This section describes some, but not all, features of your Advisory VA policy. For a detailed description of your policy, see the Prospectus for the Advisory VA (“Prospectus”) and your policy contract issued by NYLIAC. Nothing stated in this Brochure affects the terms of your policy with NYLIAC. The Advisory VA has two phases: an accumulation (savings) phase, during which you pay premiums and your assets are invested, followed by an annuitization phase, during which you (or your designated annuitant) receive periodic fixed income payments. Eagle provides investment advisory services and you pay an investment advisory fee to Eagle during the accumulation phase of the policy, but not the annuitization phase. During the accumulation phase of your Advisory VA, you may choose how much and when to invest, subject to Eagle’s policies and restrictions described in the Prospectus. You can choose between various insurance-dedicated mutual funds that NYLIAC makes available, each of which has its own investment strategies, investment adviser, expense ratios and returns. The investment experience of your assets will affect the value of your policy, which will also reflect fees and charges (including Eagle’s fees if these are paid from your Advisory VA assets). If eligible, you have the option of adding either or both of the following riders when you apply for the policy: - - the Annual Death Benefit Reset Rider: potentially results in a greater death benefit payment the Investment Preservation Rider: enables you to make a one-time adjustment to your policy’s “Accumulation Value” (as defined in the Prospectus) if that Accumulation Value is less than the amount guaranteed under the rider at the end of a specified holding period, and may increase the money payable to your designated beneficiaries upon your death. You may make partial withdrawals during the accumulation phase (subject to any applicable taxes, which might include a federal penalty tax if withdrawn before age 591/2). Withdrawals may reduce your death benefits and other guaranteed benefits under your policy. If you elect the Investment Preservation Rider, certain withdrawals are subject to a termination fee. Your premium payments accumulate on a tax-deferred basis. This means your earnings are not taxed until you take money out of your policy. If you buy the policy through an IRA, that IRA already provides tax deferral and there are fees and charges in an annuity that may not be included in such other investments. Therefore, the tax deferral of the annuity does not provide additional benefits. Please consult with a tax professional to determine the tax implications of an investment in, withdrawals from and surrenders of the Advisory VA, including, if applicable, withdrawals to pay Eagle’s advisory fees. Once you reach the annuitization phase, you will receive fixed income payments. You may also elect partial annuitization. 12  Eagle’s Services Provided in Conjunction with the Advisory VA Your IAR gathers information from you or helps you complete a risk tolerance questionnaire used in determining your investment objective, risk tolerance and time horizon for the Advisory VA. The information you give us must be accurate and complete, as our investment advice to you is based on it. Eagle and your IAR, acting in their capacity as an IAR, may recommend the Advisory VA to you if we determine that it is in your best interest. Your IAR may recommend an asset allocation to you, together with identifying and recommending various insurance-dedicated mutual funds available for investment through the Advisory VA in order to implement your asset allocation. In this case, the advisory fee you pay to Eagle will cover the asset allocation and individual fund recommendations made by your IAR. Alternatively, your IAR may recommend that you invest in a Franklin Templeton Model Portfolio Fund (“Model Portfolio”). The Model Portfolios were created by an unaffiliated third-party investment manager, Franklin Templeton Fund Adviser, LLC (“FTFA”) exclusively for NYLIAC’s variable annuity and variable life insurance policyowners. Each Model Portfolio has a particular risk tolerance and invests in other funds of various asset classes and strategies to seek to achieve an investment objective consistent with the Model Portfolio’s risk tolerance. The underlying funds in a Model Portfolio are primarily mutual funds that are also otherwise available under your policy (except for funds of funds, and mutual funds that did not agree to sell their shares to the Model Portfolios). A Model Portfolio may also invest in noninsurance-dedicated mutual funds and ETFs. FTFA’s affiliated subadviser, Franklin Advisers, Inc. (“Franklin Advisers”) manages the Model Portfolios, evaluating assets on a frequent basis and making changes it considers appropriate. The Model Portfolios are also available through NYLIAC annuities other than the Advisory VA. If you select a Model Portfolio, the advisory fee you pay to Eagle will cover your IAR’s recommendation of a Model Portfolio, as FTFA and Franklin Advisers determines the asset allocation and underlying mutual funds. Franklin Advisers charges the Model Portfolio for these investment advisory services that it performs. Your IAR monitors your Advisory VA’s performance and will consult with you at least annually to review your current personal and financial situation, investment objective, risk tolerance and time horizon. This is in order to verify that your profile information remains accurate and complete and that your investments through your Advisory VA are in your best interest. You may also consult your IAR at any time. You must inform your IAR promptly of any changes in your personal or financial situation, investment objective, risk tolerance, time horizon or any other matter that changes or supplements information you previously gave us or may affect how your assets should be invested through your Annuity. Eagle provides investment advisory services during the accumulation phase of the policy, but not the annuitization phase. If you partially annuitize your policy, Eagle’s services will continue to apply only to that part of the policy that has not been annuitized. 5. NON-ADVISORY SERVICES OFFERED (SOLICITOR PROGRAM) In the Solicitor Program, we act as a solicitor, not an investment adviser, and our IARs refer you to unaffiliated third-party advisers (“Advisers”) that you may select to provide you with investment advisory services through programs offered by that Adviser. IARs can choose either Brinker or Frontier, both of which have entered into a solicitor agreement with Eagle. The Solicitor Program is no longer open to new business. Certain Defined Benefit and Participant Directed Advisory accounts remain in the Solicitor Program as legacy business. 13  In the Solicitor Program, Eagle and your IAR do not provide advisory services; instead, an unaffiliated Adviser provides advisory services and is responsible for managing your portfolio. We and our IARs receive compensation (generally described as referral fees) from the Advisers for introducing clients to them and for providing certain ongoing services. The fees we receive from each Adviser range from 0% to 1.25% of your assets under management with the Adviser. These fees are negotiable, and you pay the amount of our referral fees to the Adviser in addition to the fees charged by the Adviser itself. For more information, please review the Adviser’s paperwork and the solicitor disclosure statement you received when we referred you to the Adviser. Please contact your IAR for details on the fees associated with each Adviser when considering which Adviser is appropriate for you. We monitor and conduct due diligence on the Advisers our IARs recommend in the Solicitor Program. Your IAR helps you complete program documentation and provides ongoing non-advisory services. The IAR is available to consult with you at least annually to review your account, investment objectives, financial situation, risk tolerance, time horizon and any investment restrictions, in order to communicate applicable changes to your selected Adviser. In addition, at your request, your IAR is available to coordinate meetings between you and the Adviser to review your account’s investment allocation, performance and fees. More information about each Adviser and its roles and responsibilities in programs it offers, including where assets will be custodied, can be found in the Adviser’s Form ADV Part 2A (available at www.adviserinfo.sec.gov). C. TAILORING ADVISORY SERVICES TO CLIENT NEEDS As discussed in more detail in Item 4B (Advisory Services Offered), financial planning services (other than financial seminars) and foundational analysis services are tailored to each client and, in the CP and EIMP Programs, we tailor our advice to the Plan Sponsor, which can impose reasonable restrictions on the securities we recommend in the CP Program. We tailor our advice to clients in the Co-Advisory Program, and clients may impose reasonable restrictions on investments. We tailor our advice to clients who buy an Advisory VA, but such clients cannot impose investment restrictions. D. PORTFOLIO MANAGEMENT SERVICES WITHIN WRAP FEE PROGRAMS Not Applicable. E. MANAGEMENT OF CLIENT ASSETS As of December 31, 2024, Eagle had advisory assets of approximately $28,127,311,302, of which approximately $25,395,380,570 are regulatory assets under management. For regulatory assets under management, we manage $1,275,299,619 on a discretionary basis and $24,120,080,951 on a non- discretionary basis. In addition, as of December 31, 2024, accounts for which Eagle acts as a solicitor had assets of approximately $91,813,880. 14  Item 5 Fees and Compensation The fees and compensation listed below are for programs in which we give investment advice or provide financial planning services. For an explanation of fees and compensation for the Solicitor Program, in which we refer you to an unaffiliated investment adviser, please see Item 4B (Advisory Services Offered) and Item 14 (Client Referrals and Other Compensation) as well as the unaffiliated Adviser’s Form ADV Part 2A (available at www.adviserinfo.sec.gov). A. COMPENSATION AND SCHEDULE OF FEES 1. FINANCIAL PLANNING SERVICES AND FOUNDATIONAL ANALYSIS SERVICES All the fees listed for the programs below (except for certain financial planning seminar services) are negotiable based on factors such as the type and size of your account and the range of services we provide. a. Financial Plans Fees for financial plans vary based upon a variety of factors including:     the complexity of issues involved the IAR’s experience the client’s net worth and annual household income and the client's planning needs Financial planning fees are negotiable and generally range from $500 to $35,000 for each financial plan delivered to you. In some instances, more than one IAR may share the fee. If you sign an Ongoing Subscription Agreement for financial plans, you and your IAR agree at the outset on the fees for the next five years. b. Financial Seminars We sometimes charge a one-time fee to persons attending financial seminars. The fee may be charged to each individual attending the seminar or may be paid by the sponsoring organization that engages the IAR. Any such fees may vary, but are generally in the range of $35 to $200 per attendee. These fees are intended to compensate IARs for their time and to cover the costs of written materials, advertisements and other expenses related to providing the seminar. c. Fee-Based Hourly Advice The hourly fee is negotiable and generally ranges from $100 to $400 per hour. Engagements typically do not exceed 12 hours. d. Foundational Analysis Services We do not charge you a fee for a Foundational Analysis report. 15  2. EAGLE RETIREMENT PLAN PROGRAMS Fees for the investment advisory programs are stated below. The amount of compensation we and our IARs receive varies by program and the options selected within a program. This leads to a conflict of interest, as we and our IARs have an incentive to recommend programs and options for which we receive higher compensation. We address this conflict by disclosing it and in the other ways described in Item 5E (Other Compensation to Eagle and its IARs for the Sale of Securities and Other Investment Products). The fees outlined below are the minimum and maximum dollar amounts or asset-based fee percentages that can be charged to you. a. Retirement Plan Consulting Program (CP) The Plan Sponsor pays an annual fee that covers both fiduciary and non-fiduciary services, as applicable. The annual fees, which are negotiable, generally range up to 0.80% of Plan assets, or up to $100,000 if paid as a flat dollar amount, and may be tiered based on asset levels. In limited circumstances, higher fees may be negotiated with a client. We consider the scope of services provided, complexity of your plan and your specific needs when setting this fee. The fee is shown in the CP Agreement and is paid to us either directly by the Plan Sponsor or from the Plan's assets by the recordkeeper or custodian. The recordkeeper is the firm responsible for managing and tracking data within the retirement plan and communicating that information to the Plan Sponsor. b. ERISA Investment Manager Program (EIMP) Fees are based on assets held in the program and cover both fiduciary and non-fiduciary services, as applicable. The annual fees, which are negotiable, generally range from 0.05% to 0.80% of Plan assets, or up to $100,000 if paid as a flat dollar amount and may be tiered based on asset levels. In limited circumstances, higher fees may be negotiated with a client. The fee is shown in the EIMP Agreement and is paid to us either directly by the Plan Sponsor or from the Plan’s assets by the recordkeeper or custodian. 3. CO-ADVISORY PROGRAM Eagle’s fees for its services range from 0% to 1.25% of your assets under management. These fees are negotiable, and you pay Eagle’s fees in addition to the Co-Adviser’s fees. For more information, please review your client agreement with Eagle and the Co-Adviser. Please contact your IAR for details on the fees associated with each Co-Adviser when considering which Co-Adviser is appropriate for you. 4. NEW YORK LIFE PREMIER ADVISORY VARIABLE ANNUITY Eagle’s advisory fee for the Advisory VA ranges from 0% to 1% of your policy’s Accumulation Value (which includes any amount in your account that will later be invested using dollar cost averaging). The amount of the fee is negotiable. This fee applies during the accumulation phase of the policy, but not the annuitization phase. If you partially annuitize your policy, Eagle’s advisory fee will continue to apply only to that part of the policy that has not been annuitized. 16  B. BILLING METHOD 1. FINANCIAL PLANNING SERVICES a. Financial Planning If you engage Eagle for one financial plan, you can choose to pay your financial planning fees to Eagle as follows: (i) 100% upon signing the Financial Planning Agreement (ii) 50% upon signing the Financial Planning Agreement, with the rest due when your IAR delivers the written financial plan or (iii) in equal installments beginning upon the execution of the Financial Planning Agreement, which may continue beyond the delivery of the written financial plan for up to one year after the agreement date. Initial payments may be made by electronic funds transfer (“EFT”) from your bank account (or by check if you submit a paper application to us). If you select payment options (ii) or (iii), you must provide banking details to facilitate later automated payments through EFT. If you sign an Ongoing Subscription Agreement for financial plans, you can choose to pay your financial planning fees to Eagle as follows: (i) 100% of each annual payment upon the effective date of the Financial Planning Agreement and the next four anniversaries of the effective date, (ii) 60 monthly installments starting on the effective date of your agreement and recurring on the same date of each month after that or (iii) 20 quarterly installments starting on the effective date of your agreement and reoccurring on the same day of each quarter as the effective date. Payments are made by an EFT from your bank account, so you must provide banking details to facilitate automated payments through EFT. If an installment payment date falls on a weekend, a holiday or a day that does not occur in a particular month, the payment is instead collected the next business day. b. Seminars In general, attendees make any payment at or before attending the seminar. In some cases, fees paid by third parties are collected after the seminar is completed. Your IAR gives you instructions on how to pay Eagle. c. Fee-Based Hourly Advice Fees are paid at the time services are rendered based on actual hours worked or in installments based on the hours worked during the previous month. Your IAR gives you instructions on how to pay Eagle. 2. EAGLE RETIREMENT PLAN PROGRAMS In the CP and EIMP Programs, the Plan Sponsor may either pay the program fees directly or authorize the Plan’s recordkeeper or custodian to pay Eagle from Plan assets (and provide such authorization to the recordkeeper or custodian within 30 days of signing the CP Agreement or EIMP Agreement). In the CP Program, fees are paid annually in advance, or if paid quarterly or monthly, within 30 days of each quarter-end or month-end in arrears. In the EIMP Program, fees are billed quarterly in arrears. Please see Item 5D (Prepayment of Advisory Fees) below for more information. 17  3. CO-ADVISORY PROGRAM The Co-Adviser deducts its own and Eagle’s fees from your account either monthly or quarterly and pays Eagle’s fees to Eagle. 4. NEW YORK LIFE PREMIER ADVISORY VARIABLE ANNUITY If You Are Resident in New York State When Your Advisory VA Is Issued: As a condition of receiving Eagle’s investment advisory services in connection with the Advisory VA, you must authorize NYLIAC to deduct Eagle’s fees from a bank account you designate. You will continue to pay Eagle’s fees this way even if you later move to another state. The advisory fee for the first month, which is paid in arrears, is paid at the same time as the advisory fee for the second month, which is paid in advance. If NYLIAC is unable to collect your fee from your designated bank account, Eagle may terminate your client agreement, in which case you will no longer receive Eagle’s investment advisory services. If You Are Resident in Another State When Your Advisory VA Is Issued: Eagle’s advisory fees are deducted from the “Accumulation Value” of your policy each month and paid by NYLIAC to Eagle on your behalf. The fee amount is deducted pro rata from each of the mutual funds in which you are invested on the date of the deduction and your DCA Advantage Account (as defined in the Prospectus). The advisory fee for the first month, which is paid in arrears, is paid at the same time as the advisory fee for the second month, which is paid in advance. Withdrawals to pay Eagle’s advisory fees, as is the case with other types of withdrawals, may reduce your standard death benefit and, if applicable, benefits available under the Annual Death Benefit Reset Rider and Investment Preservation Rider. Such withdrawals may also be subject to federal and state income taxes and a 10% federal penalty tax. NYLIAC, however, treats advisory fee payments as an expense of the policy and not a taxable withdrawal if (1) your policy is a qualified policy, or (2) your policy is a non-qualified policy and you meet certain requirements specified in a series of recent Internal Revenue Service (“IRS”) private letter rulings. Please see the Prospectus for more details on the consequences of withdrawals. C. OTHER FEES AND EXPENSES 1) Manager, Co-Adviser, Adviser and Other Third-Party Service Provider Fees. A Plan may incur fees and expenses in addition to those paid to Eagle in the CP and EIMP Programs, including those charged by any Manager and other third parties, including investment-related expenses imposed by product providers and other service providers, brokerage fees, and other fees and expenses charged by the Plan’s custodian, third-party administrator and recordkeeper. In the Co-Advisory Program, the client pays the Co-Adviser’s investment advisory fees, as well as Eagle’s fees, and fees and expenses charged by any other third-party service providers. In the Solicitor Program, the client pays investment advisory fees charged by the Adviser, Eagle’s referral fees, and fees and expenses charged by any other third-party service providers. See also “Fees and Expenses of Mutual Fund, ETFs and ETNs” below, which is also applicable to these programs. Please read the Co-Adviser’s or Adviser’s Form ADV Part 2A for details on its fees and third-party service provider fees. 2) Fees and Expenses of Mutual Funds, ETFs and ETNs. If an account or Advisory VA holds mutual funds, ETFs or ETNs (collectively, “Funds”), these securities have their own internal fees and expenses, separate from the program fees described above. The internal fees and expenses include investment management fees, administrative fees, distribution fees (“12b-1 fees”) and other fund-level expenses. (See “12b-1 Fees and Other Amounts Paid by Third Parties to NYLIAC for Advisory VAs” for more discussion on 12b-1 fees received by NYLIAC with respect to the Advisory VA.) 18  Mutual fund companies offer different mutual fund share classes. The expenses, investor eligibility requirements, 12b-1 fees, shareholder servicing fees and revenue sharing arrangements differ among mutual fund companies as well as among particular share classes of a given mutual fund. The programs described in this brochure do not offer all share classes offered by a given mutual fund company. When recommending or selecting Funds, Eagle, the Manager, the Co-Adviser and the Adviser are not required to pick the lowest cost mutual fund share class, ETF or ETN. In CP, your IAR recommends Funds according to the program parameters described above and from the list of mutual funds (and share classes), ETFs and ETNs available to the Plan Sponsor through their platform provider, but the Plan Sponsor makes the final decision on which recommendations will be offered to Plan participants. In the EIMP, Co-Advisory and Solicitor Programs, the Manager, Co-Adviser or Adviser selects the Funds (including mutual fund share classes) in their portfolios, following their own selection practices. Please see the applicable Manager’s, Co-Adviser’s or Adviser’s Form ADV Part 2A (available at www.adviserinfo.sec.gov) for details on its process for selecting investments (including mutual fund share class) in their portfolios. Eagle reviews Managers’, Co-Advisers’ and Advisers’ investment selection processes (including mutual fund share class selection) as part of its due diligence process. For the Advisory VA, your IAR makes recommendations based on the insurance-dedicated mutual funds made available by NYLIAC for the Advisory VA. You may be able to invest in the same mutual funds, ETFs and ETNs outside of the programs offered by Eagle at a lower expense than if purchased through an Eagle program, although if you did so, you would not receive the benefit of Eagle’s program services. You might be able to invest in a cheaper share class of the same fund if you invest through another financial services firm or directly with the mutual fund. When determining the reasonableness of fees and expenses you pay under the programs, consider the fees and expenses that Eagle charges in the programs. Also consider any indirect fees and expenses that you incur in connection with mutual fund investments, including the possibility that you are invested in a share class with fees and expenses greater than other share classes for which you are otherwise eligible, and for which an Eagle affiliate earns compensation. Please review the fund’s internal fees, Eagle’s fees, and any fee charged by a Manager, Co-Adviser or Adviser to understand your total costs of investing. Read the fund prospectus carefully for information on the mutual funds and share classes available for your account, including their investment policies, restrictions, charges and expenses. If you transfer mutual fund shares into your account and redeem them, you may be subject to a deferred sales charge. 3) Mutual Fund Redemption Fees. Some mutual funds charge redemption fees to discourage short-term or excessive trading. Redemption fees are typically assessed when mutual fund shares are sold after being held for a short period of time, as defined in the mutual fund’s prospectus. Redemption fees may be incurred because of a liquidation, rebalancing or reallocation of mutual fund shares that were held for less than a period of time specified in the prospectus. These fees are retained by the fund company. Before you sell or liquidate mutual fund shares, consider whether the mutual fund assesses a redemption fee. Please ask your IAR if you have any questions about these fees and see the mutual fund’s prospectus for more information. 19  4) Advisory Variable Annuity Fees. If you buy an Advisory VA, the following fees and expenses apply in addition to Eagle’s fees described in this Brochure:  Base contract charges: These charges compensate NYLIAC for certain mortality and expense risks and administrative costs (known as the M&E charge) that NYLIAC assumes under the policy and for providing policy administration services.  Fees for any optional benefits selected: If you select the Annual Death Benefit Reset Rider or the Investment Preservation Rider, you will pay a charge for that rider. This charge is to compensate NYLIAC for the risk of the underlying guarantee provided by the rider.  Portfolio fees and expenses: Expenses of each insurance-dedicated mutual fund available through the Advisory VA (such as investment fees paid to a fund’s manager) are deducted from and paid out of fund assets. Some funds may also impose liquidity or redemption fees on withdrawals (including transfers).  Early withdrawal charges: If you purchase the Investment Preservation Rider and, within the first three years, you surrender your policy, cancel the rider or take a partial withdrawal above a certain threshold described in the Prospectus, you will pay an early termination and withdrawal fee. NYLIAC reserves the right to also assess a transaction charge if you transfer cash value between investment options more than 25 times a year or if a premium payment is returned for insufficient funds. NYLIAC may also deduct taxes from your policy. Please review Eagle’s fees, NYLIAC’s fees and the fees for each insurance-dedicated mutual fund recommended for your policy to understand your total costs of investing. For more information on fees and expenses that apply to the Advisory VA in addition to Eagle’s fees, please see the prospectus for the Advisory VA and for each underlying mutual fund available with the Advisory VA. 5) Important Disclosure for Clients Who Are Rolling Over Retirement Account Proceeds. If you are considering rolling over the proceeds of an employer-sponsored retirement plan (e.g., a 401(k) plan) (“Plan”) to an Individual Retirement Account (“IRA”), please consider the following:   When you roll over Plan proceeds to an IRA with Eagle, you may have more investment options available than in the Plan. If you invest through the Co-Advisory Program described in this Brochure, your IAR will recommend a Co-Adviser, program and overall investment strategy that is in your best interests. If you invest in a program described in the Wrap Fee Brochure, your IAR will provide the investment advice described there. If you invest through an Advisory VA, your IAR determined that it was in your best interest to have the death benefits and optional investment protection features that are only available through insurance products, the opportunity for growth through exposure to financial markets, ongoing investment advice and market updates from your financial professional, and that the fees, expenses and charges of the Advisory VA are reasonable in relation to the services provided and your stated time horizon. Your IRA agreement, Eagle’s Form ADV Part 2A, applicable prospectuses, Statement of Insurance Selection (in the case of the Advisory VA) and your IAR can provide more information on IRA fees and expenses. Individuals who are rolling over assets from a retirement plan (including defined benefit and defined contribution plans) should carefully consider the benefits of remaining in their existing Plan, e.g., available investment and distribution options or services. Employer sponsored retirement plans may provide additional benefits and advantages, flexibility and 20      protections that are not available under an IRA and you should consult with your financial and tax advisers and experts as well as resources provided or made available by your current or former employer prior to the rollover. The Plan may offer different investment options, which may have lower fees and expenses than Eagle’s IRA investment options. The Plan may also assess other administrative costs (e.g., recordkeeping and compliance fees) and fees for services such as access to a customer service representative. If you have the option of leaving your money in an existing Plan, consider how satisfied you are with the available investment options and their performance, the Plan’s fees, and your ability to obtain guidance on your Plan investments. Instead of establishing an IRA, you may also have the option of transferring investments from a prior employer’s Plan to a new employer’s Plan. If your current employer offers a Plan, contact its Human Resources Department to see if this option is available to you. In considering whether to transfer your assets to a new employer’s Plan, consider the Plan itself, the available investment options, the Plan’s fees and your ability to obtain guidance on your Plan investments. Instead of establishing an IRA, you may also have the option of taking a taxable distribution from the Plan. If you are considering this option, you should ask your tax adviser about potential tax consequences. If you hold shares of an employer’s stock in your Plan, you should ask your tax adviser about the potentially negative tax consequences of removing those shares from the Plan. If you leave your job between age 55 and 59½, you may be able to take penalty-free withdrawals from a Plan. For IRAs, penalty-free withdrawals generally may not be made until age 59½. It may also be easier for you to borrow from a Plan. Your former employer and the Plan documentation may have more details on your options.  Depending on which state you live in, assets held in a Plan may receive greater protection  from creditors than similar assets held in an IRA. IARs can provide investment advice on IRA investments in certain programs offered by Eagle, but not legal or tax advice (as with all accounts). 6) Disclosure Pursuant to Section 408(b)2 under ERISA Services. We offer consulting and advisory services to qualified defined contribution retirement plans through CP and EIMP (together known as the “Eagle Retirement Plan Program”) as well as in a co- advisory capacity with Brinker and Frontier. Services offered in these programs are described in Item 4B (Advisory Services Offered) of this Brochure and in more detail in the CP Agreement, the EIMP Agreement and the Co-Advisory Program client agreement. Neither we nor our IARs provide recordkeeping services to Plans. Status. To the extent we provide investment advice, we act as a fiduciary under Section 3(21) of ERISA in the Eagle Retirement Plan Program. In the CP Program, the IAR acts as a fiduciary in assisting the Plan in selecting investment options. In the EIMP Program, the IAR acts as a fiduciary in assisting the Plan in selecting an investment manager. In recommending Brinker or Frontier as Co-Adviser to a Plan that is subject to ERISA, and in recommending one of the Co-Adviser’s programs, your IAR and Eagle act as fiduciaries under Section II(a)(1) of PTE 2020-02. Eagle and the IAR also provide services in a non-fiduciary capacity, such as in providing participant education and enrollment services and Plan Sponsor support. Direct and Indirect Compensation. In the CP, EIMP and Co-Advisory Programs, we receive an advisory fee, as described above and on your agreement, either from the Plan or from the Plan Sponsor. These fees are also described in Item 5A (Compensation and Schedule of Fees) of this Brochure and in more detail in the CP Agreement, EIMP Agreement or Co-Advisory Program client agreement. We pay IARs a portion of the advisory fee for their services related to the Eagle Retirement Plan Program or Co- 21  Advisory Program. The portion of the advisory fee payable to the IAR ranges from 35% to 93% of the fee we receive. If you would like more information on the current level of compensation your IAR is being paid relating to your account, please call Eagle at (888) 695-3245. Neither we nor any of our affiliates receive any indirect compensation because of services provided to Plans in the CP Program. In the EIMP and Co-Advisory Programs, the Plan also pays fees to the selected managers. In the EIMP and Co-Advisory Programs, there may be indirect compensation to New York Life and its affiliates if a NYL-affiliated manager or fund is selected. In addition, our IARs may receive indirect, non-cash compensation from New York Life in the form of “Council Credits” for the CP, EIMP, Co-Advisory and Solicitor Programs. See Item E (Other Compensation to Eagle and IARS for the Sale of Securities and Other Investment Products) for more details on IAR compensation. Termination. Services provided under the Eagle Retirement Plan Program and under the Co--Advisory Program when Frontier is the Co-Adviser can be terminated by the Plan at any time without penalty upon written notice to us. Our services provided under the Co-Advisory Program when Brinker is the Co-Adviser can be terminated by the Plan at any time without penalty upon 30 days’ written notice to us (or sooner if we are in material breach under the Co-Advisory Program client agreement and do not cure that breach). Please see the CP Agreement, EIMP Agreement or Co-Advisory Program client agreement for more information on termination. 7) Comparing Costs. The fee for your account or Advisory VA could be higher or lower than: (i) the costs incurred if you purchased the underlying securities in a brokerage account or in an annuity without Eagle’s advisory services, whether at Eagle, an Eagle affiliate or a firm not affiliated with Eagle, (ii) the cost of similar services offered through other investment advisory programs at Eagle or elsewhere and (iii) fees charged to clients with similar accounts or annuities pursuing similar investment objectives. You should consider these factors and other differences among the programs when deciding whether to invest in an investment advisory account, Advisory VA policy, other variable annuity policy or a brokerage account and which investment advisory program or firm best suits your individual needs. Pricing and cost differentials create a conflict of interest for Eagle and its IARs, as we have a financial incentive to recommend programs in which we earn greater compensation. We address this conflict of interest by disclosing it to you and in the other ways described in Item 5E (Other Compensation to Eagle and its IARs for the Sale of Securities and Other Investment Products). In addition, the relative cost of the program, as compared to purchasing the services separately, depends on several factors, including:  The costs associated with receiving the services if provided separately  The frequency or volume of trading activity in your account and  The associated costs of trading. The combination of such fees if charged separately may be higher or lower than a single advisory fee. For more information, please contact your IAR. For more information about brokerage practices, see Item 12 (Brokerage Practices) below. 8) Proprietary Products and Affiliated Funds. Our affiliates receive compensation if investment products they manage (for example, NYLI mutual funds and ETFs) are purchased in an Eagle account or for an Advisory VA policy. The NYLI family of mutual funds and the NYLI ETFs, both managed by NYLIM, are distributed through NYLIFE Distributors LLC. They can be identified by “NYLI” in the fund name. In the CP Program, our IARs are prohibited from recommending products that our affiliates manage. In the EIMP Program, the Manager hired by the Plan fiduciary may select mutual funds or ETFs that 22  our affiliates manage. In the Co-Advisory or Solicitor Programs, the Co-Adviser or Adviser may select mutual funds or ETFs that our affiliates manage. Some mutual funds available for the Advisory VA are managed by one of our affiliates, which was a factor in selecting those funds. Please see the Manager’s, Co-Adviser’s or Adviser’s Form ADV Part 2A (available at www.adviserinfo.sec.gov) for details on their process for selecting mutual funds, including the share class, and exchange traded products in its portfolios. For the Advisory VA, please see the Prospectus. IARs tend to be more familiar with funds managed by Eagle affiliates than with other providers’ funds because our affiliates sponsor educational, marketing and other events for IARs. This could make our IARs more likely than they would be otherwise to recommend, in Eagle accounts, Managers, Co- Advisers or Advisers who use NYLI funds and ETFs and, in the Advisory VA, recommend NYLI Portfolios managed by an Eagle affiliate. While Eagle and our IARs do not receive any portion of the compensation, we have a conflict of interest in offering these products because our affiliates earn compensation and a reputational benefit from having assets invested in funds they manage. Eagle addresses this conflict of interest by disclosing it to you and in the other ways described in Item 5E (Other Compensation to Eagle and its IARs for the Sale of Securities and Other Investment Products). 9) 12b-1 Fees and Other Amounts Paid by Third Parties to NYLIAC for Advisory VAs. For the Advisory VA, NYLIAC may receive payments or compensation from the available insurance-dedicated mutual funds or their investment advisers, or from other service providers of the funds (who may be affiliates of NYLIAC) in connection with administration, distribution and other services that NYLIAC provides with respect to the funds and their availability through the policies. These payments may be derived, in whole or in part, from the advisory fee charged by the fund and deducted from fund assets or from 12b-1 fees charged by the fund and deducted from fund assets. The amount that NYLIAC receives may be significant, may vary by fund, and depends on how much policy value is invested in the particular fund. Currently, NYLIAC receives payments or revenue under various arrangements in amounts up to 0.35% annually of the aggregate net asset value of the shares of some funds. NYLIAC also receives compensation under various 12b-1 distribution services arrangements in amounts up to 0.25% annually of the aggregate net asset value of the shares of some funds. These payments are a factor in NYLIAC’s selection of available funds for the Advisory VA. Policyowners, through their indirect investment in the funds, bear the costs of these fees. For the Model Portfolios, NYLIAC may receive such payments with respect to the underlying mutual funds in which the Model Portfolios invest. For administrative services that NYLIAC performs with respect to policy assets invested in the Model Portfolios and allocated to the underlying funds, NYLIAC receives compensation from the underlying funds or their investment advisers, or from other service providers of the underlying funds, based on the aggregate net asset value of the underlying fund shares held by the Model Portfolios and attributable to NYLIAC policies. The fees paid by the underlying funds for such services are paid at the same annual rate and fee schedule as the fees paid by the underlying funds for administrative services with respect to net assets of the portfolios held directly by the NYLIAC variable products (i.e., not through a Model Portfolio), as discussed above. Service providers to the underlying funds, such as the fund’s investment adviser, may be affiliated with NYLIAC. However, only FTFA and Franklin Advisers determine the portion of portfolio assets, if any, invested in particular funds in a Model Portfolio. Except as described below, FTFA and Franklin Advisers receive no payments from the underlying funds in connection with an investment by the Model Portfolios, nor do they know the terms of any payment arrangements between the underlying funds and NYLIAC. However, FTFA and Franklin Advisers are also subject to competing interests that may influence their 23  investment decisions with respect to the Model Portfolios. For example, FTFA is the investment manager for both the Model Portfolios and certain other available underlying funds, and receives a management fee from those funds. FTFA and Franklin Advisers, therefore, have an incentive to allocate a greater portion of a Model Portfolio’s assets to those funds rather than to unaffiliated funds. The amount of the revenue NYLIAC receives with respect to each underlying fund of a Model Portfolio and how it is computed varies by each underlying fund and may be significant. This revenue creates conflicts of interest in the selection of the underlying mutual funds that are available to the Model Portfolios for investment. D. PREPAYMENT OF ADVISORY FEES a. Financial Planning Services For financial plans, some or all of the fee is paid in advance. See Item 5B (Billing Method) for more information. You may terminate a Financial Planning Agreement by providing written notice to Eagle. Single Financial Plan: If you terminate your agreement more than five business days after its effective date, we are entitled to compensation for advice already provided, and you will be refunded the remainder of the fees. If your agreement requires us to deliver a financial plan, you will not get a refund if you terminate after we deliver the plan to you and we will collect any remaining installment payments. If we terminate the agreement before delivering the financial plan, you will receive a full refund of any fees paid under the agreement. Additionally, we will refund all fees if the plan is not completed within nine months from the effective date of the Financial Planning Agreement, unless you have agreed to a later delivery date. Ongoing Subscription Agreement: If you terminate your agreement before we deliver the report in any year, we are entitled to compensation for advice already provided and will deliver a report covering areas for which we keep compensation. We will refund you any balance for that year. If you terminate the agreement after a plan is delivered, we will keep any fee collected for prior plans delivered, including collecting outstanding installment payments for the latest plan. If we terminate the agreement before delivering the financial plan in any year, you will receive a full refund of any fees paid under the agreement for that year. Additionally, we will refund all fees if the initial plan is not completed within nine months of when you sign the agreement. In any later year, if the plan is not completed during the year, your agreement terminates and we will refund any fee for that year. Seminars: For financial planning seminars, attendees generally pay any fee in advance or at the seminar, unless a third party is paying the costs of the seminar. If the fee is paid in advance and the participant is unable to attend the sessions, Eagle generally provides a refund to the individual within 30 days of the last session. d. Retirement Plan Consulting Program (CP) Fees are paid annually in advance, or if paid in four quarterly or twelve monthly installments, 30 days after each quarter-end or month-end in arrears. You may terminate the CP Agreement by providing written notice to Eagle. If you pay fees annually in advance, and either you or Eagle terminate the CP Agreement before the anniversary of the effective date, you are entitled to a refund for a portion of the fees paid under that agreement for that Plan year. Please contact Eagle to request the refund. If you pay fees quarterly in arrears, and you or Eagle terminates before the next quarterly payment, we are entitled to a 24  quarterly fee, prorated for the number of days in the quarter before the effective date of termination. Please see the CP Agreement for more information on the termination process. b. ERISA Investment Manager Program (EIMP) Fees are billed quarterly in arrears. The initial fee is prorated based upon the number of days remaining in the initial quarterly period from the date of execution of the EIMP Agreement and will be based upon the market value of the Plan assets at the close of business on the last business day of the initial quarterly period. Thereafter, the quarterly portion of the annual program fees will be based upon the market value of the Plan assets at the close of business on the last business day of the previous calendar quarter (without adjustment for anticipated withdrawals by Plan participants or beneficiaries or other anticipated or scheduled transfers or distributions of assets). If the EIMP Agreement is terminated before the end of a quarter, we are entitled to a quarterly fee, prorated for the number of days in the quarter before the effective date of termination, based on the market value of the Plan assets at the close of business on the effective date of termination. c. Co-Advisory Program When Brinker is the Co-Adviser, fees are billed monthly or quarterly in advance and based on the market value of the account as of the last business day of the previous billing period and are due the next day. Fees will be payable on the opening of the account for the balance of the billing period, based on the market value of the account as of the date the account is opened and prorated for the number of days remaining in the billing period. A pro-rata portion of any prepaid fees will be returned when the account is closed. No fee adjustment is made for any partial withdrawals during a billing period. If cash or securities or other assets, other than dividends, interest or capital gains distributions on securities held in the account, are deposited into an account, you pay an additional fee, which is charged on such date based upon the market value of the additional assets, prorated for the number of days remaining in the billing period and based on the then-current fee schedule applicable to the accounts and the Programs. When Frontier is the Co-Adviser, fees are billed quarterly in advance and based on the market value of the account as of the last business day of the previous billing period. For accounts that start during a quarter, Frontier charges a prorated fee for the partial quarter. The prorated fee is based on the value of the account on the first day when Frontier begins to manage the account. Prorated fee refunds are given for accounts that are terminated during a quarter for unearned fees paid in advance of services. The calculation of prorated refunds is based on the last day that Frontier takes any action relating to the management or administration of the account. No fee adjustment is made for any partial contributions or withdrawals during a billing period. d. Advisory VA The advisory fee for a billing month is paid in advance and is calculated as a percentage of the Accumulation Value as of the end of the last business day of the prior billing month and based on the number of days in the current billing month. We will calculate your first fee from the date NYLIAC issues your policy (or, if later, the first business day on which funding is available for investment in your Advisory VA) (“Start Date”). Your advisory fee for that first billing month is calculated in the following month, based on the Accumulation Value at the end of the Start Date, and is prorated based on the number of days in the month from the Start Date. If you contribute or withdraw $10,000 or more to or from your Advisory VA on a single day, we will adjust your advisory fee for that billing month by applying the fee rate to the amount of the contribution or 25  withdrawal (or the average fee rate if your advisory fee has fee tiers for different asset levels). Such fee adjustments are prorated based on the number of days remaining in the month from the date of the contribution or withdrawal. No contribution adjustment will be made for any one-time increase made by NYLIAC to your Accumulation Value under the Investment Preservation Rider, if applicable, although it will affect the amount of your Accumulation Value and hence be taken into account when calculating subsequent monthly fees. If your Advisory VA is surrendered, terminated or annuitized, or if your client agreement with Eagle is otherwise terminated, your advisory fee for that month is calculated based on the Accumulation Value as of the end of the last business day of the prior billing month and the number of days in the final month before the date your policy was surrendered, terminated or annuitized (or your client agreement with Eagle was otherwise terminated), but with no adjustments for any contributions or withdrawals made in that month. E. OTHER COMPENSATION TO EAGLE AND ITS IARS FOR THE SALE OF SECURITIES AND OTHER INVESTMENT PRODUCTS IAR Compensation. Eagle and its IARs receive direct and indirect compensation when you participate in programs described in this Brochure. This compensation varies, in part, on the fee you negotiate with your IAR. The amount of compensation may be more or less than Eagle or the IAR would receive if you participated in other programs or if you paid separately for the investment advice, brokerage and other services provided in the programs. Sales compensation varies among the programs described in this Brochure and other programs and financial products offered by Eagle, as well as the various products an IAR may offer in the capacity of a registered representative of NYLIFE Securities or as an insurance agent of New York Life and its affiliates. For example, compensation for many non-Eagle products is structured so that NYLIFE Securities registered representatives and New York Life insurance agents receive most of their compensation upfront rather than, as is the case for Eagle accounts and the Advisory VA, over the period you are invested in the account or annuity. The exact timing and amount of compensation they receive for Eagle and non-Eagle products depends on a number of factors. Please ask your IAR for more details. This difference in sales compensation among the products and programs offered by Eagle, NYLIFE Securities and other New York Life affiliates creates a conflict of interest because an IAR has a financial incentive to recommend certain programs or products instead of others based on how the IAR would be compensated rather than client needs. IARs earn “Council Credits” from New York Life based on their sales of insurance, securities and investment advisory products, and financial planning services. Council Credits determine:  Eligibility for enhanced compensation (e.g., a greater share of the advisory fee)  Participation in New York Life-sponsored educational, training and development meetings and  Eligibility for retirement, medical and life insurance benefits. Council Credits are awarded according to different formulas, depending on the product or service selected:  Advisory VAs typically generate more Council Credits than investments made through the Co- Advisory Program described in this Brochure or through the LWP and Eagle Strategies Prosper Portfolios Programs described in the Wrap Fee Program Brochure.  The CP and EIMP Programs generate different amounts of Council Credits, depending on factors such as the investment amount and how long the Plan uses the program. 26   NYLIFE Securities investments may generate more or fewer Council Credits than comparable investments through Eagle. Clients do not receive the same ongoing services for NYLIFE Securities investments as they would through Eagle. For financial planning and the CP Program, your IAR earns Council Credits sooner if you pay your fees sooner. IARs are incentivized to sell insurance and certain annuity products because:  They must meet a minimum number of Council Credits from insurance and income annuities to initially affiliate with Eagle and to continue offering Eagle services to new clients.  The amount of Council Credits an IAR can earn through Eagle is capped based on how many Council Credits they earn from insurance and annuity products (not including the Advisory VA). The Council Credit rules create conflicts of interest because IARs have an incentive to recommend some programs or products over others and, for financial planning and the CP Program, to encourage clients to select earlier payment schedules. Eagle addresses these conflicts by disclosing them. IARs perform different duties depending on the service they recommend and that you select. For example, in the Advisory VA, if you select a Model Portfolio, your IAR will identify and recommend a Model Portfolio, rather than determine the asset allocation and underlying mutual funds in the portfolio at the outset and on an ongoing basis. For a given level of advisory fee, this creates an incentive to recommend a Model Portfolio. The Managers, Co-Advisers and Advisers whose services are offered in the EIMP, Co-Advisory and Solicitor Programs work with Eagle and our IARs to promote their products. They may pay for training, education and prospecting events such as seminars for Eagle employees, IARs, clients and prospective clients. For employees and IARs, these events may be held at Eagle’s offices, the Manager’s, Co-Adviser’s or Adviser’s location or off-site locations. The Manager, Co-Adviser or Adviser may pay for travel, meals and accommodations. For certain meetings or events, Eagle reviews the invitee lists and confirms that the agenda is relevant and appropriate for IARs or Eagle employees prior to their participation. Managers, Co--Advisers and Advisers occasionally provide entertainment or gifts of nominal value to employees and IARs. Eagle hosts training and education events and occasionally receives payments from Managers, Co--Advisers and Advisers and other vendors who wish to participate in or attend these events. Please see Item 11A (Code of Ethics Pursuant to SEC Rule 204A-1) for more information on how we address these conflicts. With respect to the Advisory VA, investment advisers of available mutual funds make payments to Eagle affiliates that are used for training and educational meeting expenses (including meals and room rental fees). Eagle and your IAR earn compensation if you invest in a program described in this Brochure, so Eagle and your IAR have a financial incentive to recommend such programs. Because the fees that Eagle and your IAR receive are based on the value of your assets invested through the Eagle program (except for financial planning and CP), your IAR has an incentive to recommend that you make more contributions to your Eagle account or Advisory VA and to refrain from taking withdrawals from or terminating (and, in the case of the Advisory VA, annuitizing) your account or policy. The amount of compensation we and our IARs receive varies by program and by the options selected within a program. This leads to a conflict of interest, as we and our IARs have an incentive to recommend certain programs and options over others. When you buy an insurance product such as life insurance, annuities, individual disability or long-term care insurance, the IAR, as an insurance agent of New York Life, receives additional compensation, including commissions (except in the case of the Advisory VA), service fees, and allowances for expenses 27  and benefits. Given that a recommendation of an Advisory VA allows your IAR to earn other forms of compensation which may not be available in connection with other investments, Eagle and your IAR may have a financial incentive to offer or recommend this policy over other Eagle programs. Your IAR may also have a financial incentive to offer you a new annuity policy in place of any annuity policy you already own because an exchange will result in compensation for Eagle in the form of advisory fees, some of which will be paid to your IAR, and Council Credits. Your IAR will also receive other compensation provided by NYLIAC. You should only consider exchanging your policy if you determine, after comparing the features, fees, and risks of both policies, that it is in your best interest to purchase the new policy rather than continue to own your existing policy. Compensation paid on New York Life insurance and annuity products is governed and limited by Section 4228 of New York State Insurance Law. As insurance agents, IARs also receive incentive awards for selling insurance products approved by New York Life. Clients may be able to buy recommended insurance products through other brokers or agents not affiliated with New York Life. Receiving more compensation or other benefits from selling certain products or certain other client investment decisions creates an incentive to recommend products based on your IAR’s compensation rather than your needs. We address this conflict and other material conflicts described in this Brochure in a variety of ways, including:  Training our IARs to act in your best interest as part of their fiduciary duty  Addressing IAR conduct and reinforcing ethical behavior through Eagle’s Code of Ethics policy and related supervisory processes and  Disclosing material conflicts in this Brochure and other disclosure documents, so you can make informed decisions. While IARs are trained to make recommendations that they believe are in your best interest, the ultimate decision to accept or reject any such recommendations belongs to you. To make educated decisions, we encourage you to ask questions, read all available disclosure materials, and consider all your options. You have the option to purchase investment products that we recommend through advisers, brokers or agents not affiliated with us. Direct and indirect compensation paid by Eagle and its affiliates to financial professionals may change over time due to business, legal or regulatory considerations. Please see Item 5C (Other Fees and Expenses) for more information on conflicts of interest and Item 14 (Client Referrals and Other Compensation) for more information on IAR compensation. Item 6 Performance-Based Fees and Side-by-Side Management Eagle and its IARs do not accept performance-based fees, which are fees based on a share of capital gains or the capital appreciation of the assets within your managed portfolio. Item 7 Account Requirements and Types of Clients We provide investment advisory services to different types of clients and account types, including individual investors, defined benefit and defined contribution plans, traditional IRAs, Roth IRAs, SEP IRAs, SIMPLE IRAs, trusts, estates, charitable organizations, donor-advised funds, and corporations and other business entities. 28  Generally, Eagle provides financial planning to clients with a net worth or income greater than $50,000. Please ask your IAR for more information. Eagle does not have account size minimums for the Eagle Retirement Plan Program; however, some third- party managers offered in EIMP may have account size minimums. For accounts with values below the required minimum, we or the Plan Sponsor may waive the minimum or charge an additional fee so the account may be established. Eagle does not have account size minimums for the Co-Advisory Program; however, the Co-Adviser may have account size minimums. NYLIAC generally requires a minimum initial premium payment of $25,000 to establish an Advisory VA. See the Prospectus for NYLIAC’s other requirements relating to premium payments and investments. Furthermore, orders for purchase of fund shares are subject to acceptance by the applicable mutual fund. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss A. METHODS OF ANALYSIS AND INVESTMENT STRATEGIES a. Financial Planning and Foundational Analysis Services IARs may use one of the following programs to perform financial planning analyses: eMoney Advisor (Wealth Management Solutions) and Planning Shepherd. You should discuss with your IAR the method and program used in preparing your financial plan. IARs use eMoney Advisor (Wealth Management Solutions) to produce Foundational Analysis reports. b. CP and EIMP For the CP Program, the IAR provides the Plan Sponsor with Fi360 reports, which are based on the investments in the retirement plan and the IAR’s recommendations. For the EIMP Program, the IAR provides the Plan Sponsor with a proposal, which will include an investment manager recommendation. Such recommendations will be based on the goals and preferences provided by the Plan Sponsor and will be consistent with the investment characteristics identified and preferred by the Plan Sponsor for the Plan. c. Co-Advisory Program For the Co-Advisory Program, the IAR provides the client with a proposal, which will include the Co- Adviser’s recommendation. The recommendations will be based on the goals and preferences provided by the client. d. Advisory VA If you choose to invest through an Advisory VA, your IAR gives you a personalized investment proposal, which includes a recommended portfolio that is consistent with your investment objectives, risk tolerance and other factors. Your precise strategy depends on your individual goals and preferences, as well as the IAR’s recommendations. 29  B. MATERIAL RISKS Risk of Loss. With any investment product, including those in our programs, there is a risk of loss, including the loss of the principal amount you invest. The values of investments fluctuate over time. If you invest in securities through any Eagle program, you should be able and prepared to bear the risk of loss. Securities available through Eagle programs (1) are not insured by any regulatory agency and (2) are not deposits, obligations of or guaranteed by Eagle or any other entity. The following section outlines risks of specific strategies and securities. Tactical Asset Allocation. Accounts managed using a tactical (i.e., short-term) approach to asset allocation generally trade more frequently and may incur greater trading costs than those using a strategic approach, which can affect investment returns. Their performance may be volatile, and they may underperform in some market cycles. Strategic Asset Allocation. Accounts managed using a strategic (i.e., long-term) approach to asset allocation generally trade less frequently and may have lower trading costs than those using a tactical approach, which can affect investment returns. Their performance may be volatile, and they may underperform in some market cycles. Active Management Style. Returns for actively managed accounts are generally reduced by the typically higher costs of hiring an active professional manager and portfolio trading. Their performance may be more volatile than those using a passive management style, and they may underperform in some market cycles. Passive Management Style. Passively managed accounts normally have lower costs than actively managed accounts because manager and portfolio trading costs are typically lower. Lower costs can affect investment returns. Their performance may be volatile, and they may underperform in some market cycles. Frequent Trading. Frequent trading can affect investment performance through increased brokerage costs, transaction costs and tax consequences. Mutual Funds, ETFs and ETNS. If you buy or hold mutual funds, ETFs and ETNs in your account, please see the relevant prospectus for more information on the risks of investing in a particular fund, as well as investment objectives, fees and expenses. The market price of ETFs and ETNs might not correlate to the value of their underlying assets. ETFs’ and ETNs’ performance may not mirror the performance of their underlying indices. Operating expenses and other costs are deducted daily from the value of mutual fund, ETF and ETN assets and lower their rate of return. Please see Item 5C (Other Fees and Expenses) for more information on fund expenses. Money Market Funds. Unlike bank certificates of deposit (CDs) or savings accounts, money market mutual funds are not insured by the Federal Deposit Insurance Corporation (FDIC). Money market mutual funds invest in high-quality securities and seek to preserve the value of your investment, but you could lose money. There is no guarantee that you will receive $1 per share when you redeem your shares. In certain market conditions, redemptions may be suspended. The rate of return of money market funds might not keep pace with inflation. 30  Individual Securities. If you invest in individual securities, your risks include non-diversification and volatility. For instance, the decline in value of one security may not be offset by the increase in value of another security. There is no guarantee that diversification will provide gains or prevent losses. Individual securities can be more volatile than other kinds of investment products. Debt Securities. The risks of investing in debt or fixed-income securities include: (i) credit risk, when the issuer or guarantor of a debt security may be (or be perceived to be) unable or unwilling to make timely principal or interest payments or otherwise honor its obligations, (ii) maturity risk, when a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity, (iii) market risk, when low demand for debt securities may negatively impact their price, (iv) interest rate risk, as when interest rates go up, the value of a debt security generally goes down, and when interest rates go down, the value of a debt security generally goes up (long-term debt securities are generally more susceptible to interest rate risk than short-term debt securities), as further discussed under “Interest Rates,” and (v) call or prepayment risk, as during a period of falling interest rates, the issuer may redeem a security by repaying it early. Foreign Securities. Investments in foreign (non-U.S.) securities may be riskier than investments in U.S. securities. Foreign regulatory regimes and securities markets can have less stringent investor protections and disclosure standards and less liquid trading markets than U.S. regulatory regimes and securities markets, and can experience political, social and economic developments (such as government expropriation, trading suspensions, excessive taxation, political or social instability, or economic sanctions) that may affect the value of investments in foreign securities. There can also be difficulty obtaining and enforcing judgments against issuers in foreign countries. Changes in the value of foreign currencies may make the return on an investment increase or decrease, unrelated to the quality or performance of the investment itself. Economic sanctions may be, and have been, imposed against certain countries, organizations, companies, entities and individuals. Sanctions may cause a decline in the value of securities issued by the sanctioned country or companies located in or economically tied to the sanctioned country. You could be forced to sell or otherwise dispose of foreign investments at inopportune times or prices. These risks may be greater with respect to securities of companies that conduct their business activities in emerging markets or whose securities are traded principally in emerging markets. Interest Rates. The market value of bonds and other fixed-income securities changes in response to interest rate changes and other factors. Interest rate risk is the risk that prices of bonds and other fixed- income securities will increase as interest rates fall and decrease as interest rates rise. From time to time, the Federal Reserve can raise the federal funds rate as part of its efforts to address rising inflation. There is a risk that interest rates will rise, which will likely drive down the prices of bonds and other fixed-income securities. Interest rates also affect companies’ borrowing costs, making loans more expensive, which can reduce investment and profitability. Managers’, Co-Advisers’ and Advisers’ Strategies. For an explanation of any Manager’s, Co-Adviser’s or Adviser’s methods of analysis, investment strategies, and risks, please see the Manager’s, Co-Adviser’s or Adviser’s Form ADV Part 2A (available at www.adviserinfo.sec.gov). Variable Annuities: The Advisory VA is intended to be a long-term investment. If your plans change and you make early or excess withdrawals, these withdrawals could substantially reduce or even terminate the benefits under the policy and could have adverse tax consequences. If you elect the Investment Preservation Rider, you will not receive a benefit under the rider unless you hold the policy for at least the specified holding period for the rider, and you will pay a termination fee if you withdraw more than a certain amount during the first three policy years. 31  Tax risks that may arise in connection with purchasing an Advisory VA include: (1) the possibility that the IRS may interpret the rules that apply to variable annuities in a manner that could result in you being treated as the owner of your policy’s pro rata portion of the assets of the separate account in which your policy’s assets are invested, (2) the possibility that the IRS may take the position that the policy does not qualify as an annuity for federal tax purposes, resulting in the loss of favorable tax treatment accorded your policy, and (3) the possibility of a change in the present federal income tax laws that apply to your policy, or of the current interpretations by the IRS, which may change from time to time without notice, and could have retroactive effects regardless of the date of enactment or publication, as the case may be. While NYLIAC does not consider the deductions from your policy’s Accumulation Value to pay Eagle’s advisory fees to be taxable withdrawals, the IRS and state taxing authorities could disagree and these withdrawals may be subject to federal and state income taxes and a 10% federal penalty tax. For more information, see the Prospectus. An investment in an Advisory VA policy is subject to the risks related to NYLIAC, including that any obligations, including with respect to the associated cash management account, guarantees, and benefits of the policy are subject to NYLIAC’s claims-paying ability. If NYLIAC experiences financial distress, it may not be able to meet its obligations to you. More information about NYLIAC is available upon request from NYLIAC by calling 1-800-598-2019. See the Prospectus for more discussion on risks associated with Advisory VAs. Cryptocurrency Exchange Traded Products: Cryptocurrencies are digital assets that use encryption and decentralized networks, usually based on blockchain technology. They are not legal tender in the United States, are not backed by any government or central authority, and their value depends entirely on what investors are willing to pay. You cannot directly invest in cryptocurrency through Eagle programs. Some of our programs offer indirect exposure through exchange traded-products (“ETPs”). These investment vehicles are typically ETFs or ETNs. Cryptocurrency ETPs that are not registered under the Investment Company Act of 1940 do not have the same regulatory protections as traditional mutual funds or registered ETFs. The value of cryptocurrency ETPs can change quickly due to investor sentiment, limited trading liquidity, regulatory changes, technological issues and cybersecurity threats. These products also have particular operational risks, including system failures, custody challenges, and pricing differences between markets. In times of market stress, you may not be able to sell your investment easily or at a desired price. Laws and tax rules for cryptocurrencies and related products are evolving. New regulations or interpretations by U.S. or foreign authorities could significantly affect the value, liquidity or viability of these products. Please consult your tax adviser on the tax treatment of cryptocurrency-related investments. Investing in cryptocurrency ETPs involves substantial risk and may not be appropriate for all investors. You could lose the entire value of your investment. Before investing, carefully read each product’s prospectus and make sure you understand the product’s features, risks and costs. ********** Other, more general risks may affect your investments or our operations in any of our programs described in this Brochure, including: 32  Public Health Crisis. A public health crisis, pandemic, epidemic or outbreak of a contagious disease, such as the pandemic resulting from the coronavirus that was first identified in 2019, could have an adverse impact on global, national and local economies, which in turn could negatively impact your investments. Disruptions to commercial activity resulting from the imposition of quarantines, travel restrictions or other measures, or a failure of containment efforts, may adversely affect your investments, including by causing supply chain delays or disruptions or staffing shortages. In addition, the imposition of travel restrictions may affect the ability of personnel of Eagle or of our third-party service providers to travel, which could negatively impact our or their ability to effectively evaluate Managers, Co-Advisers and Advisers or to service your account. Finally, pandemics can add volatility in financial markets, including changes in interest rates. A continued public health crisis may have a material and adverse impact on your investment returns. The impact of a public health crisis, such as a pandemic, epidemic or outbreak of contagious disease, is difficult to predict, which presents material uncertainty and risk with respect to the performance of your investments. Geopolitical Risks. Geopolitical events, such as the Ukrainian war, have increased market and liquidity volatility and have caused sanctions, trading suspensions and closures. The sanctions include legal, regulatory, currency and economic risks, and additional sanctions may be imposed in the future. The Ukrainian war has had a devastating effect on the Ukrainian and Russian economies, which have expanded to the European economy and worldwide. Certain economic sectors may be particularly affected, including financials, energy, metals and mining, engineering and defense and defense-related materials sectors. The duration of the war and the economic and other collateral effects cannot be known. Such events, and other related events, could have a serious negative impact on, among other things, performance, liquidity and valuation of investments. Government Policies. Government policies in the United States and elsewhere can affect investments. Laws may govern the types of investments offered to investors and investors’ eligibility to invest in certain investments. Government policies can also affect firms’ sales, operations and profitability, which can affect your investment in any such firm (whether a direct investment in the firm’s securities or through an investment vehicle such as a mutual fund, ETF or alternative fund). For example, changes in monetary policy can affect inflation, which in turn affects costs and consumer demand. Central bank policy can affect exchange rates, which can affect the profitability of companies with international operations. Tariffs and other trade barriers can raise companies’ costs, affecting profitability, and can lead to higher prices, affecting consumer demand. Tax policies affect firms’ profitability, and tax incentives can result in changes in firm or consumer behavior. Firms can also be affected by government subsidies, government spending on infrastructure and other public projects and regulatory policies (e.g., labor laws, environmental regulations and liability laws). Antitrust laws designed to prevent monopolies or promote competition can affect market dynamics. Operations, Technology and Cyber Security. We depend on information technology, telecommunication and other operational systems, including both internal systems and systems used or provided by third- party service providers (such as platform providers, custodians, administrators, financial intermediaries, transfer agents and other parties to which we or they outsource the provision of services or business operations). Operational errors can occur for many reasons, including human error, processing errors and communication errors. Systems may become disabled or fail to operate properly as a result of events or circumstances wholly or partly beyond our or third parties’ control. Further, despite implementation of a variety of risk management and security measures, our information technology and other systems, and those of service providers, could be subject to unauthorized access or other security breaches, resulting in a failure to maintain the security, availability, integrity and confidentiality of data assets. Security breaches could also result in denial of service on websites or other disruptions. In addition, we or our third-party service providers may process, store or transmit electronic information, including information 33  relating to client transactions and personally identifiable information. We have procedures and systems in place that are designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Moreover, our third-party service providers are subject to the same electronic information security threats as Eagle. If a service provider does not implement adequate data security policies, or its networks are breached, information relating to client transactions and personally identifiable information may be lost or improperly accessed, used or disclosed. Geopolitical tensions could increase the scale and sophistication of cybersecurity attacks, especially from foreign governments or entities with governmental backing. Technological developments, such as the use of cloud-based services providers and the integration of artificial intelligence in systems and operations create new risks, which can be difficult to assess. Issuers of securities are subject to similar risks. Operational failures including technology failures or cyber security breaches, whether deliberate or unintentional, including those arising from use of third-party service providers, could have a material adverse effect on Eagle’s, a service provider’s or an issuer’s business and could result in, among other things, financial loss, reputational damage, regulatory penalties or the inability to transact business. Other Business Interruptions. Activities or operations of Eagle, our services providers or issuers of securities could be interrupted or adversely affected by other extraordinary events, emergency situations or circumstances beyond their control, including war, terrorism, accidents, disasters, government macroeconomic policies or social instability. Business Continuity and Disaster Recovery Plans. To mitigate the effects of business disruptions, we, our service providers or issuers of securities may activate our business continuity and disaster recovery plans. These plans may, for example, require our employees to work and access our information technology, communications or other systems from their homes or other remote locations. However, our business continuity and disaster recovery plans may not be successful, or the firm could be delayed in implementing or recovering our activities or operations. For example, there may be issues or delays in accessing information technology, communications or other systems, which could have a material adverse effect on the firm’s business and, in Eagle’s case, our ability to service your account. Item 9 Disciplinary Information On April 17, 2020, Eagle settled an administrative action with the SEC. In deciding to enter into this settlement, the SEC considered that Eagle had self-reported its conduct in June 2018 under the SEC’s Share Class Selection Disclosure Initiative. The settlement order found that at times during the period from January 1, 2014 to March 30, 2016, Eagle did not adequately disclose the conflicts of interest associated with clients’ purchasing or holding mutual fund share classes that paid distribution and shareholder servicing fees (“12b-1 fees”) to its affiliated broker-dealer when lower-cost share classes of the same funds were available. These fees are deducted from the mutual fund’s assets and typically paid to the broker-dealer distributing the shares. Under the terms of the settlement, Eagle, without admitting or denying the findings, consented to a cease and desist order that included a censure and finding of a willful violation of Section 206(2) of the Advisers Act. Eagle agreed to pay disgorgement and prejudgment interest to affected clients totaling $101,090.46. Additional settlement terms included agreement to: review and, as necessary, correct relevant disclosure documents concerning mutual fund share class selection and 12b-1 fees; and evaluate whether clients should be moved to an available lower-cost share class and, as necessary, move clients to such classes. 34  Eagle is committed to placing our clients’ interest first and fully meeting our fiduciary and regulatory obligations. To that end, we have taken several important steps over the last few years to enhance our disclosures and eliminate conflicts to the extent possible. As of March 31, 2016, Eagle had enhanced client-facing disclosures to fully address conflicts of interest associated with the receipt of 12b-1 fees. Since then, Eagle has also eliminated mutual funds paying 12b-1 fees from its LWP Programs to the extent lower cost mutual fund share classes were available and has moved clients to such share classes as necessary. Since July 1, 2019, Eagle has credited LWP client accounts with all 12b-1 fees received regardless of whether lower cost mutual fund share classes were available. A copy of the SEC Order is available at: www.sec.gov/litigation/admin/2020/ia-5480.pdf On February 1, 2022, without admitting or denying the findings, Eagle settled an administrative action with the Massachusetts Securities Division of the Office of the Secretary of the Commonwealth. The settlement order found that, from November 2018 through the date of the settlement, one of Eagle’s investment adviser representatives provided investment advisory services from a place of business in Massachusetts while the representative was not registered in that state. The representative was qualified, registered, and approved to provide investment advisory services on Eagle’s behalf from another state before the settlement. Other than the licensing matter, the settlement did not involve any concerns about the representative’s conduct as an adviser and there was no impact to any clients or accounts. Eagle agreed to: a cease and desist order; a censure; to timely register and maintain registration of investment adviser representatives in Massachusetts; to review its pertinent policies and procedures; and an administrative fine of $40,000. Item 10 Other Financial Industry Activities and Affiliations A. BROKER-DEALER REGISTRATION Eagle is not registered as a broker-dealer. All IARs and some Eagle personnel are registered representatives of NYLIFE Securities, an affiliated broker-dealer. Certain New York Life employees registered with Eagle are registered representatives of NYLIFE Distributors LLC instead of NYLIFE Securities based on the services and support they provide to the products underwritten by NYLIFE Distributors LLC. B. OTHER REGISTRATIONS Neither Eagle nor any of its management persons are registered as a futures commission merchant, commodity pool operator or as a commodity trading advisor, or as associated persons of any of these types of entities. C. MATERIAL RELATIONSHIPS WITH RELATED PERSONS Eagle is a wholly owned subsidiary of NYLIFE LLC, which in turn is a wholly owned subsidiary of New York Life Insurance Company, a New York mutual life insurance company. Eagle is also an affiliate of two other insurance companies, NYLIAC and NYLIFE Insurance Company of Arizona. Eagle’s affiliated insurance companies’ principal business is the sale of individual and group life insurance and annuity contracts. IARs, acting in their capacity as agents of Eagle’s affiliated insurance companies, receive compensation for the sale of proprietary insurance and annuity products, as well as for such products that are issued by unaffiliated insurance carriers. 35  NYLIAC is the issuer of the Advisory VA policies and earns compensation from those policies. The only variable annuity offered in conjunction with Eagle advisory services is the Advisory VA. Eagle has an incentive to work with NYLIAC rather than another issuer offering variable annuities because NYLIAC is an affiliate of Eagle and earns compensation from the Advisory VA policies. We address this conflict by disclosing it to you and in the other ways described in Item 5E (Other Compensation to Eagle and its IARs for the Sale of Securities and Other Investment Products). See Item 4C (Other Fees and Expenses) and Item 4E (Other Compensation to Eagle and its IAR for the Sale of Securities and Other Investment Products) for discussions of other conflicts of interest and how we address them. See also Item 15 (Custody). We are affiliated with the following broker-dealers, which are indirect wholly owned subsidiaries of New York Life:  NYLIFE Securities is registered with the SEC as a broker-dealer and is a member of the Financial Industry Regulatory Authority (FINRA). All IARs are also registered as representatives of NYLIFE Securities and, acting in their capacity as registered representatives of NYLIFE Securities, receive commissions or other compensation for the sale of securities products offered through NYLIFE Securities.  NYLIFE Distributors LLC (“Distributors”) is registered with the SEC as a broker-dealer and is a FINRA member. It is the principal underwriter of the NYLI mutual funds and ETFs, which are managed by NYLIM, an Eagle affiliate. Distributors is also the principal underwriter for variable insurance and variable annuity contracts, including the Advisory VA, issued by NYLIAC. Eagle is affiliated with several registered investment advisers. NYLIM is the manager of the NYLI funds and ETFs, and other Eagle affiliates are sub-advisers to some of these funds or to third party funds. Conflicts exist because our affiliates earn management fees and other compensation when our clients invest in funds that they manage, in addition to Eagle earning its advisory fee. This conflict is mitigated because Eagle and the IAR receive no portion of this compensation. Currently, Eagle's investment adviser affiliates do not provide investment advisory services directly to Eagle clients, for the Programs in this Brochure. See Eagle’s Wrap Fee Brochure for information regarding affiliates and the services they provide to Eagle clients. A list of Eagle’s affiliated investment advisers can be found in Eagle’s Form ADV Part 1. See Item 5C (Other Fees and Expenses) and Item 5E (Other Compensation to Eagle and IARs for the Sale of Securities and Other Investment Products) for further discussions of conflicts of interest. D. SELECTION OF OTHER ADVISERS Eagle (or its affiliates) has business relationships with some of the third-party advisers that act, or have affiliates that act, as Managers in the EIMP Program for services other than portfolio management. For example, Eagle receives various other services from Morningstar (or an affiliate). IARs could be inclined to recommend a Manager because of their familiarity with the Manager as the provider of other services in the programs. We address this conflict by disclosing it to you and in the other ways described in Item 5E (Other Compensation to Eagle and its IARs for the Sale of Securities and Other Investment Products). See Item 14A (Economic Benefits Provided by Third Parties for Advice Rendered to Clients) for further discussions of conflicts of interest. 36  Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. CODE OF ETHICS PURSUANT TO SEC RULE 204A-1 The Eagle Strategies Code of Ethics (“Code”) sets out the standards of business conduct for Eagle personnel who are “Supervised Persons” under SEC rules and serves as an ethical blueprint for ensuring that all Eagle clients are treated fairly. In general, Supervised Persons include IARs, staff members and New York Life employees who primarily work on Eagle business. The Code emphasizes Eagle’s core values, our commitment to complying with securities laws, and protecting and preventing the misuse of material nonpublic information. The Code also contains ethical standards applying to IARs including guidelines on fiduciary responsibilities and restrictions on giving and receiving gifts. In addition, certain individuals are considered “Access Persons” under the Code and are subject to additional requirements on personal securities trading noted below. Access Persons include IARs and other personnel with access to nonpublic information on client transactions or who are involved in or have access to securities recommendations to clients. The Code is one of the tools we use to mitigate some of the conflicts of interest described in this Brochure. We will provide the Code to all clients and prospective clients upon written request to: Eagle Strategies LLC Attn: Eagle Regulatory Support & Oversight 51 Madison Avenue Floor 3B, Room 0304 New York, NY 10010 INVOLVING SECURITIES IN WHICH EAGLE HAS A MATERIAL B. RECOMMENDATIONS FINANCIAL INTEREST Eagle does not have a material financial interest in financial plans or Foundational Analysis reports, as they do not include specific securities or products. After presenting a financial plan or Foundational Analysis report, our IARs may offer various insurance products (acting as an agent for New York Life or its affiliated insurance companies), NYLIFE Securities products (acting as a registered representative of NYLIFE Securities) or Eagle advisory services (acting as an IAR). You are free to decide whether to act on any plan or report analysis and whether to implement any recommendations through Eagle, its affiliates or through any other person or financial services firm. In the EIMP Program, the Co-Advisory Program and the Solicitor Program, a Manager, Co-Adviser or Adviser may recommend a mutual fund or ETF that is managed by an Eagle affiliate. Since the Manager, Co-Adviser or Adviser, not Eagle or your IAR, has discretion over the securities bought and sold in your account, Eagle and the IAR do not select the funds in your account, and the Manager, Co-Adviser or Adviser could select a mutual fund or ETF managed by an Eagle affiliate. You may be able to direct that the Manager, Co-Adviser or Adviser implement investment restrictions that would prevent such purchases. Please review the Manager’s, Co-Adviser’s or Adviser’s Form ADV Part 2A (available at www.adviserinfo.sec.gov). You may also work with your IAR to select a new Manager, Co-Adviser or Adviser. In the CP Program, our IARs cannot recommend products that our affiliates manage. For the Advisory VA, your IAR could recommend mutual funds managed by an Eagle affiliate. See Item 5C (Other Fees and Expenses) for a further discussion of conflicts of interest. 37  C. CONFLICTS IN CONNECTION WITH PERSONAL TRADING Under the programs described in this Brochure, your IAR may from time to time recommend to you:  Securities in which we, an IAR, or an Eagle affiliate invests or otherwise has a material financial interest or  Securities at or about the same time that we, an IAR, or an Eagle affiliate buys or sells the same securities for their own account or for the accounts of other clients. A conflict arises where Eagle, an IAR or an Eagle affiliate takes an action with a security that disadvantages a client purchasing or selling the same security. Also, Eagle’s affiliates periodically acquire confidential information about the funds available in the programs described in this Brochure; however, Eagle does not coordinate advisory activities with its investment adviser affiliates. The Code describes procedures designed to reasonably detect and prevent unethical trading practices. These procedures do not apply to the programs in this Brochure, as your IAR is not recommending or making specific trades for any client in these programs. D. CONFLICTS IN CONNECTION WITH TIMING OF PERSONAL TRADING The Code specifies personal securities transaction procedures to monitor Access Persons’ personal trading activities, which are designed to reasonably detect and prevent unethical trading practices. These procedures do not apply to the programs in this Brochure, as your IAR is not recommending or making specific trades for any client in these programs relating to the types of securities covered by the procedures in the Code. See also Item 11C (Conflicts in Connection with Personal Trading) above. Item 12 Brokerage Practices A. SELECTION OF BROKER-DEALERS For the programs in this Brochure, Eagle does not select, recommend or route transactions to a broker- dealer. Clients should review the Plan Sponsor, Manager, Co-Adviser or Adviser documents for information on brokerage services, including how brokers are selected and charges for executing transactions. For the Advisory VA, please see the prospectuses of the particular mutual funds you select in your Advisory VA. B. AGGREGATION OF TRADES ACROSS MULTIPLE CLIENT ACCOUNTS For the programs in this Brochure, Eagle does not aggregate any purchases or sales of securities for client accounts. Clients should review the Plan Sponsor, Manager, Co-Adviser or Adviser documents for information on their trade aggregation practices. Item 13 Review of Accounts A. PERIODIC REVIEWS Eagle and its IARs do not review single financial plans, hourly plans or Foundational Analysis reports once they are issued. Clients wishing to update their single financial plans, hourly plans or Foundational Analysis reports should request a new plan or report and, for new financial plans, will generally pay an additional 38  fee. Alternatively, clients may sign an Ongoing Subscription Agreement for financial plans, which provides for updates. In CP, your IAR reviews and reports to you at least quarterly on the performance of your Plan’s recommended funds and any other significant developments regarding those funds. In EIMP, your IAR reviews your account’s performance and fees, and any significant developments regarding the Manager, at least quarterly. Your IAR also meets with you at least semi-annually to review your Plan. Eagle, or an unaffiliated service provider selected by Eagle, evaluates the Managers offered through EIMP through various qualitative and quantitative means, including by sending each Manager a quarterly questionnaire. Each Manager is reviewed by Eagle’s Investment Committee generally every one to two years. The Investment Committee includes representatives from Eagle’s Product department, Eagle senior management and legal and compliance personnel. To continue to be offered, these Managers must continue to perform in line with their stated mandates and must not be the subject of any outstanding material compliance or regulatory concerns. Eagle may, at times, increase the level or frequency of monitoring of Managers available in EIMP. For non-Plan clients in the Co-Advisory Program, your IAR will consult with you at least annually to review your financial situation, investment objectives and any investment restrictions. Your IAR determines whether your selected Co-Adviser, program and strategy continue to be in your best interest and communicates applicable changes in your strategy or information to the Co-Adviser. In addition, at your request, your IAR is available to coordinate meetings between you and the Co-Adviser to review your account's investment allocation, performance and fees. For Plan clients in the Co-Advisory Program, your IAR will meet with the Sponsor at least annually to determine whether the Sponsor wants to make any changes in the strategies and models available to Plan participants. Eagle, or an unaffiliated service provider selected by Eagle, evaluates many of the investment advisory services available through Co-Advisers in the Co-Advisory Program and Advisers in the Solicitor Program. In such cases, Eagle’s Investment Committee reviews various data every quarter and reviews the Co- Advisers and Advisers in more detail annually. To continue to be offered, the Co-Advisers and Advisers must continue to perform in line with their stated mandates and must not be the subject of any outstanding material compliance, regulatory or financial concerns. Eagle may, at times, increase the level or frequency of monitoring of the Co-Advisers in the Co-Advisory Program or Advisers in the Solicitor Program. Please ask your IAR for details on whether this review process applies to the particular investment advisory service you select in the Co-Advisory Program or Solicitor Program. In the Solicitor Program, your selected Adviser is responsible for managing your portfolio. While our IARs do not provide advisory services in the Solicitor Program, your IAR is available to consult with you at least annually to review your account, investment objectives, financial situation, risk tolerance, time horizon and any investment restrictions, and will communicate applicable changes to your selected Adviser. In addition, at your request, your IAR is available to coordinate meetings with you and the Adviser to review your account's investment allocation, performance and fees. For Advisory VAs, your IAR monitors your Advisory VA’s performance and will consult with you at least annually to review your current personal and financial situation, investment objective, risk tolerance and time horizon to verify that your profile information remains accurate and complete and that your investments through your Advisory VA are in your best interest. Eagle monitors clients’ Advisory VA investments regularly to check that they comply with Eagle’s investment parameters. 39  Each IAR is subject to a periodic supervisory interview and inspection conducted by the Managing Partner who supervises the office to which your IAR is assigned or by another designated person in that office. B. NON-PERIODIC REVIEWS Non-periodic reviews are available upon request. C. REGULAR REPORTS PROVIDED TO CLIENTS Financial planning clients and clients who received Foundational Analysis reports receive no regular reports from us, except for clients who sign an Ongoing Subscription Agreement for financial plans. If you wish, you may ask your IAR to update your plan or report (in the case of a financial plan, for an additional fee). CP clients receive a written quarterly Fi360 monitoring report from their IAR. EIMP clients receive statement information from their recordkeeper. If you have an Advisory VA, Envestnet will create quarterly performance reports, which include performance information and current portfolio composition. Based on trading activity in the account, NYLIAC will send you mutual fund prospectuses (as required), trade confirmations, quarterly statements and semi-annual reports. The quarterly statements from NYLIAC, rather than Eagle’s performance reports, are the definitive source of information about your account. All client reports described in this section are written. These reports contain important information about your account and we encourage you to review them carefully. For information on reports provided by your Manager, Co-Adviser or Adviser, please see its Form ADV Part 2A (available at www.adviserinfo.sec.gov). Item 14 Client Referrals and Other Compensation A. ECONOMIC BENEFITS PROVIDED BY THIRD PARTIES FOR ADVICE RENDERED TO CLIENTS We have grandfathered cash solicitation arrangements with Brinker and Frontier. (As discussed in Item 4.B above, these arrangements are not open to new business.) We and our IARs receive compensation for having introduced clients to these Advisers and for providing certain ongoing services. This compensation is typically equal to a percentage of the investment advisory fee charged by an Adviser (which, in turn, is based on the total assets being managed by the Adviser on a client’s behalf). This compensation is generally paid to us by each Adviser on a monthly or quarterly basis, and we pay a portion to the IAR. Additional disclosure, including applicable Forms ADV and solicitor disclosure documents, were provided to you at the time of solicitation in accordance with former Rule 206(4)-3 under the Advisers Act, which applied at the time. Please see Item 5E (Other Compensation to Eagle and IARs for the Sale of Securities and Other Investment Products) above for more information on conflicts of interest relating to fees and compensation. Receipt of compensation, and differentials in compensation, create a conflict of interest. We address this conflict through disclosure. 40  B. COMPENSATION TO NON-ADVISORY PERSONNEL FOR CLIENT REFERRALS Some IARs have entered into agreements under which they pay for client leads generated by a third party. The compensation paid to the third party depends on the number of leads generated and the potential client’s stated investable asset level. Eagle is not a party to those agreements and makes no payments under them. Item 15 Custody For Advisory VAs, Eagle is deemed to have custody under the SEC’s custody rule. Each Advisory VA policyholder has an interest in the “separate account,” which is a segregated asset account established by our associated person NYLIAC to receive and invest Advisory VA premiums. NYLIAC issues the Advisory VA policies, registers policyholders’ interests in those policies and units of the separate account, and designates an account in each policyholder’s name. Therefore, NYLIAC maintains the definitive record of policyholders’ interests in the separate account. NYLIAC sends quarterly account statements. The quarterly account statements contain important information about your Advisory VA and we encourage you to review them carefully. Eagle is also deemed to have custody under the Advisers Act in the LWP and Eagle Strategies Prosper Portfolios Programs described in Eagle’s Wrap Fee Brochure. Eagle does not have custody in the other programs described in this Brochure. Item 16 Investment Discretion In the Eagle programs described in this Brochure, your IAR does not exercise discretion. In CP, the Plan Sponsor decides what recommended funds, ETFs, or ETNs will be available to Plan participants. Please see the appropriate Plan documents for information on how the Plan works, including who makes the investment decisions for Plan participants. Managers in EIMP exercise discretion over client accounts. You directly grant discretion to the Manager. In some programs offered by a Co-Adviser or Adviser, the Co-Adviser or Adviser exercises discretion. In certain limited instances, we may also permit an IAR to hold a power of attorney or act as a trustee over a family member's Eagle account, which also involves an IAR exercising discretionary authority over client assets. Item 17 Voting Client Securities A. PROXY VOTING POLICIES AND PROCEDURES Eagle does not have authority to vote proxies, handle corporate actions or participate in any legal proceedings involving security holdings for programs in this Brochure. 41  B. CLIENT VOTING OF SECURITIES Eagle does not have authority to vote proxies, handle corporate actions or participate in any legal proceedings involving account holdings for programs in this Brochure. We also do not provide advice to clients on these matters, and you should not contact Eagle or your IAR with questions about proxy solicitations, corporate actions or legal proceedings. The client agreement you sign with the Manager, Co- Adviser or Adviser, together with its Form ADV Part 2A (available at www.adviserinfo.sec.gov), describe whether it will vote proxies, respond to corporate actions, or participate in legal proceedings on your behalf, and how you will get your proxies or other solicitations Item 18 Financial Information A. BALANCE SHEET A copy of our most recent audited financial statement, including balance sheet, is attached. B. FINANCIAL CONDITION We are not aware of any financial condition reasonably likely to impair our ability to meet contractual commitments to clients. C. BANKRUPTCY PETITIONS DURING THE PAST TEN YEARS We have never filed a bankruptcy petition, nor have we ever been subject to an involuntary bankruptcy petition. 42  Eagle Strategies LLC (An affiliate of New York Life Insurance Company) Statement of Financial Condition December 31, 2024  Eagle Strategies LLC (An affiliate of New York Life Insurance Company) Index December 31, 2024 (in US dollars) Page(s) Report of Independent Auditors ....................................................................................................... 1-2 Financial Statement Statement of Financial Condition ............................................................................................................ 3 Notes to Statement of Financial Condition ........................................................................................ 4–10  Report of Independent Auditors To the Management and Board of Managers of Eagle Strategies LLC Opinion We have audited the accompanying statement of financial condition of Eagle Strategies LLC (the “Company”) as of December 31, 2024, including the related notes (referred to as the “statement of financial condition”). In our opinion, the accompanying statement of financial condition presents fairly, in all material respects, the financial position of the Company as of December 31, 2024 in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Statement of Financial Condition section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Statement of Financial Condition Management is responsible for the preparation and fair presentation of the statement of financial condition in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of a statement of financial condition that is free from material misstatement, whether due to fraud or error. In preparing the statement of financial condition, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the statement of financial condition is available to be issued. Auditors’ Responsibilities for the Audit of the Statement of Financial Condition Our objectives are to obtain reasonable assurance about whether the statement of financial condition as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the statement of financial condition. In performing an audit in accordance with US GAAS, we: PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017-6204 T: (646) 471 3000, www.pwc.com/us  ● Exercise professional judgment and maintain professional skepticism throughout the audit. ● Identify and assess the risks of material misstatement of the statement of financial condition, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the statement of financial condition. ● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed. ● Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the statement of financial condition. ● Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. New York, New York March 28, 2025 2  Eagle Strategies LLC (An affiliate of New York Life Insurance Company) Statement of Financial Condition December 31, 2024 (in US dollars) $ $ 20,540,099 36,580 119,262 1,614,977 1,830,680 710,314 307,241 4,827,358 207,080 30,193,591 Assets Cash and cash equivalents Investments Financial planning fees receivable Wrap fees receivable Receivable from NYLIFE Securities LLC Loan receivable Prepaid expenses and other assets Prepaid commission expense Deferred tax asset Total assets $ $ 1,603,441 5,600,996 879,203 55,674 307,915 303,461 8,750,690 21,442,901 30,193,591 Liabilities and Member’s Equity Commissions payable Deferred fee income Deferred investment fee plan Other accrued liabilities Federal income taxes payable to New York Life Insurance Company Payable to New York Life Insurance Company Total liabilities Total member’s equity Total liabilities and member’s equity The accompanying notes are an integral part of this financial statement. 3  Eagle Strategies LLC (An affiliate of New York Life Insurance Company) Notes to Statement of Financial Condition December 31, 2024 (in US dollars) 1. Organization and Business Eagle Strategies LLC (the “Company”) is a wholly-owned subsidiary of NYLIFE LLC (a wholly- owned subsidiary of New York Life Insurance Company, “NYLIC”). The Company is a Registered Investment Adviser with the Securities and Exchange Commission (“SEC”). The Company provides financial planning and investment advisory services to clients through associated financial advisors (“Advisors”) who are registered with NYLIFE Securities LLC (“Securities”), an affiliated broker- dealer and wholly-owned subsidiary of NYLIFE LLC. 2. Basis of Presentation The accompanying Statement of Financial Condition has been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). A summary of significant accounting policies is included in Note 3 - Summary of Significant Accounting Policies. 3. Summary of Significant Accounting Policies Use of Estimates The preparation of this Statement of Financial Condition in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Statement of Financial Condition. Actual results could materially differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include cash in banks and a money market account that is payable on demand and is discussed in Note 5 - Fair Value Measurement. Investments Investments primarily consist of money market funds in a Lifetime Wealth Portfolio (“LWP”) managed account. LWP is an investment advisory program, offered through the Company that provides professional money management by independent third-party sub-advisors. The Company’s money market funds within the managed account are recorded at fair value. Investments carried at fair value are discussed in Note 5 - Fair Value Measurement. Measurement of Credit Losses on Financial Instruments Under ASU 2016-13 Measurement of Credit Losses on Financial Instruments, the use of a current expected credit loss (“CECL”) model is required when accounting for expected credit losses on financial assets reported at amortized cost (financial receivables). The Company’s receivables in scope for this ASU are financial planning, wrap fees, loan receivable, and prepaid commission expense which are reviewed to determine whether a valuation allowance for CECL is required. The Company generally does not hold any allowance for credit losses against these receivables because of their short-term nature, the remote probability of 4  Eagle Strategies LLC (An affiliate of New York Life Insurance Company) Notes to Statement of Financial Condition December 31, 2024 (in US dollars) default by the counterparty, the presence of other credit protections in an event of default, or a policy for timely write off. Commissions payable Commissions payable are amounts due to Advisors for financial planning and investment advisory services performed for the Company’s clients and are calculated based on financial planning and wrap fees receivable. Deferred fee income Deferred fee income consists of financial planning fee income not yet earned. Deferred Investment Fee Plan The Company maintained a Deferred Investment Fee Plan (“DIF”) for Advisors, which was a non- qualified, unfunded plan that allowed eligible financial Advisors to defer a percentage of their wrap fee commissions. Under the DIF, deferral balances were credited with returns. Advisors could take distributions from the DIF on an annual basis. A large majority of payment obligations under this plan were transferred to NYLIC in 2020. At December 31, 2024 the total amount payable to Advisors that was not transferred was $879,203 and is reflected on the Statement of Financial Condition. When these remaining balances are credited with returns, the Company increases the deferred investment fee plan liability. Business Succession Program The Company maintains a Business Succession Program for approved Advisors. The program allows a successor Advisor (“Successor”) to provide investment advisory services to clients of a senior Advisor (“Senior”) upon the Senior’s retirement, disability or death with the Successor agreeing to pay the Senior a Succession Fee in annual installments ranging from two to ten years. The Company enters into a Loan and Security agreement with the Successor to finance the Succession Fee. The Successor repays the loan, with interest, using investment advisory fees from services that the Successor provides to the succeeded clients or using a straight-line payment schedule. Accordingly, the Company recognizes interest income related to the loan and records an asset for the loan amount and accrued interest on the Statement of Financial Condition. As of December 31, 2024, there are loans of $709,407 and interest receivable of $907 which is reflected in loan receivable on the Statement of Financial Condition Accrued Litigation Expense Litigation expenses are accrued when they become probable and estimable. Income Taxes For U.S. federal income tax purposes, the Company is treated as a limited liability company whose federal taxable income or loss flows through NYLIC and is included in NYLIC and its Subsidiaries’ (the group) U.S. federal consolidated income tax return. The consolidated income tax provision or benefit is allocated among the members of the group in accordance with a tax allocation agreement. The tax allocation agreement provides that the Company computes its income tax provision or benefit, in general, on a separate company basis and may, where applicable, include the tax benefits of operating or capital losses utilizable in NYLIC's consolidated returns. Intercompany tax balances are generally settled quarterly on an estimated basis with a final settlement within 30 days of the filing of the consolidated return. Current federal income taxes are 5  Eagle Strategies LLC (An affiliate of New York Life Insurance Company) Notes to Statement of Financial Condition December 31, 2024 (in US dollars) charged or credited to operations based upon amounts estimated to be payable or recoverable as a result of taxable operations for the current year and any adjustments to such estimates from prior years. State and local tax returns are generally filed separately. In those cases where the Company’s results are included with NYLIC’s state tax filings, the Company is charged or credited for state taxes paid by NYLIC only to the extent that the Company’s income/loss increases or reduces NYLIC’s state tax liability. However, in years where NYLIC’s own income level requires it to pay a flat state tax and the Company’s income/loss does not affect NYLIC’s state tax liability, no state tax liability or benefit is allocated to the Company pursuant to the tax allocation agreement. Deferred federal income tax assets and liabilities are recognized for expected future tax consequences of temporary differences between GAAP and taxable income. Temporary differences are identified and measured using a balance sheet approach whereby GAAP and tax balance sheets are compared. Deferred income taxes are generally recognized based on enacted tax rates and a valuation allowance is recorded if it is more likely than not any portion of the deferred tax asset will not be realized. In accordance with the authoritative guidance related to income taxes, the Company determines whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. The amount of tax benefit recognized for an uncertain tax position is the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. Unrecognized tax benefits are combined within other liabilities and are charged to earnings in the period that such determination is made. The Company classifies interest and penalties related to tax uncertainties as income tax expense. Guarantees Under the business succession program, the Company acts as guarantor with respect to a Successor’s obligation to pay succession fees up to the total maximum amount and the annual maximum amounts set forth in the Loan and Security agreement between Successor and Senior. At December 31, 2024 the Company had no recorded liabilities with this guarantee. Under current Loan and Security Agreements, the Company could be liable for guaranteeing $4,623,936 of succession fees in future years. Recently Issued Accounting Pronouncements In December 2023, the FASB made amendments to update disclosures on income taxes including rate reconciliation, income taxes paid, and certain amendments on disaggregation by federal, state, and foreign taxes, as relevant. The guidance is effective for the Company on January 1, 2025; however, early adoption is permitted. The Company is currently evaluating the impact of the new standard on its financial statements. 4. Business Risks and Uncertainties Underperforming or volatile market performance may adversely affect the Company’s investment offerings and cause potential purchasers of these offerings to refrain from new or additional 6  Eagle Strategies LLC (An affiliate of New York Life Insurance Company) Notes to Statement of Financial Condition December 31, 2024 (in US dollars) investments and may cause current investors to withdraw from the market or reduce their rates of ongoing investment. Poor market performance may impact the value of the assets under management in clients’ managed accounts. Changes in the regulatory environment may also adversely affect the Company’s investment offerings. These factors could impact the financial condition of the Company. The Company is subject to concentration credit risk when its cash deposits at a financial institution exceed the Federal Deposit Insurance Corporation ("FDIC") insurance of $250,000. At December 31, 2024 the Company had $36,594 in excess of the FDIC insured limit. The Company is subject to various operational risks that could adversely impact its profitability, notably technology risks, which include cybersecurity. Technology risks may involve failures or inadequacies in the Company’s technology systems or those of a vendor, including the risk of damage to or theft of Company information, whether in digital or physical formats, or breaches of the Company’s technology platforms. Operational risks also include business disruption risks, which may involve disruptions to mission-critical business functions as a result of system or infrastructure failures, malicious activity, pandemics, and natural and man-made disasters. Climate change may increase the frequency and severity of certain natural disasters that can lead to operational risks. 5. Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance around fair value establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The three levels of the fair value hierarchy based on the inputs to the valuation are as follows: Level 1 Fair value is based on unadjusted quoted prices for identical assets or liabilities in an active market. Active markets are defined as a market which many transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 Fair value is based on observable inputs, other than Level 1 inputs, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other model driven inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Valuations are generally obtained from third-party pricing services for identical or comparable assets or through the use of valuation methodologies using observable market inputs. Level 3 Instruments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions in pricing the asset or liability. 7  Eagle Strategies LLC (An affiliate of New York Life Insurance Company) Notes to Statement of Financial Condition December 31, 2024 (in US dollars) Determination of Fair Values The Company has an established process for determining fair value. Security pricing is applied using a hierarchy approach whereby publicly available prices are first sought from third party pricing services. The following table represents the balances of assets measured at fair value on a recurring basis as of December 31, 2024: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash equivalent Money market fund Total cash equivalent $ $ 20,123,595 20,123,595 $ - $ - $ - $ - $ $ 20,123,595 20,123,595 Investments Money market funds Total Investments $ $ 36,580 36,580 $ - $ - $ - $ - $ $ 36,580 36,580 The following is a description of the valuation methodologies used to determine fair value, as well as the general classification of such instruments pursuant to the fair value hierarchy. Cash Equivalents Cash equivalents include a money market fund. The money market fund’s fair value is based on unadjusted quoted prices in active markets and is classified as Level 1. Investments Investments carried at fair value include money market funds held in a managed account. Money market funds fair value is based on unadjusted quoted prices in active markets and are classified as Level 1. Transfers Between Levels Transfers between levels may occur due to changes in valuation sources, or changes in the availability of market observable inputs, which generally are caused by changes in market conditions such as liquidity, trading volume or bid-ask spreads. The Company’s policy is to assume the transfer occurs at the beginning of the period. During the year ended December 31, 2024, there were no transfers between Levels 1 and 2. There were no Level 3 assets or liabilities during the year and no transfers into or out of Level 3 during the year. 8  Eagle Strategies LLC (An affiliate of New York Life Insurance Company) Notes to Statement of Financial Condition December 31, 2024 (in US dollars) 6. Related Party Transactions The Company, under a service agreement with Securities is billed by Securities for separately identifiable brokerage services, including clearing and custody services, provided to the Company through Securities’ nonaffiliated clearing broker in connection with the Company’s investment advisory programs. At December 31, 2024, there is a net receivable related to brokerage services with Securities of $1,830,680 which is reflected in receivable from NYLIFE Securities LLC on the Statement of Financial Condition. The Company, under a service agreement with New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly owned subsidiary of NYLIC, provides asset allocation and investment advisory services to NYLIAC policyowners who purchase the New York Life Premier Advisory Variable Annuity (“Advisory VA”). The Company provides investment advisory services in the Prosper Portfolios Program and under an agreement with New York Life Investment Management LLC (“NYLIM”), a wholly-owned subsidiary of NYLIC, has appointed NYLIM to serve as model provider for this program. At December 31, 2024, there is a payable to NYLIM of $16,914 related to model provider services which is reflected in other accrued liabilities on the Statement of Financial Condition The Company is party to a service agreement with NYLIC whereby NYLIC provides services to the Company. The Company is charged for certain services based upon separately identifiable actual costs incurred. The services include personnel, office, other services, administrative and professional fees. Also pursuant to the service agreement with NYLIC, the Company is charged administrative expenses from NYLIC which are specifically identifiable to the Company or allocated by NYLIC principally through analyses of time spent on matters relating to the Company or pursuant to agreed upon formulas. At December 31, 2024, there is a payable for these services with NYLIC of $ 303,461which is reflected in payable to New York Life Insurance Company on the Statement of Financial Condition. 7. Income Taxes Pursuant to the tax allocation agreement (see Note 3 - Significant Accounting Policies), as of December 31, 2024 the Company had a net income tax payable of $307,915. Deferred income taxes are generally recognized, based on enacted tax rates, when assets and liabilities have different values for the Statement of Financial Condition and tax purposes. The components of the net deferred tax asset reported as of December 31, 2024 are attributable to the following temporary differences: $ Deferred tax assets Deferred compensation Depreciation Non-deductible Reserves Deferred tax asset $ 184,633 17,744 4,703 207,080 9  Eagle Strategies LLC (An affiliate of New York Life Insurance Company) Notes to Statement of Financial Condition December 31, 2024 (in US dollars) As of December 31, 2024, the Company has no federal net operating or capital loss carryforwards. A valuation allowance against the deferred tax asset established at the date of the Statement of Financial Condition is not considered necessary because it is more likely than not the deferred tax asset will be realized. As a member of NYLIC's consolidated group, the Company’s federal income tax returns are routinely audited by the Internal Revenue Service (“IRS”) and provisions are made in the financial statements in anticipation of the results of these audits. The IRS has completed audits through 2013 and tax years 2014 through 2018 are currently under examination. The Company believes that its recorded income tax liabilities are adequate for all open years. The Inflation Reduction Act ("IRA") of 2022 was enacted on August 16, 2022. The IRA includes a new Federal Corporate Alternative Minimum Tax (CAMT), effective in 2023, that is based on the adjusted financial statement income set forth on the applicable financial statement of an applicable corporation. The Company has determined as of the reporting date that it will be an applicable corporation but will not be liable for CAMT for the reporting year. The Company did not have any uncertain tax positions as of December 31, 2024. 8. Subsequent Events The Company has performed an evaluation of events that have occurred subsequent to December 31, 2024, and through March 28, 2025, the date this financial statement is available. There have been no subsequent events that occurred during such period that would require disclosure or would be required to be recognized in the statement of financial condition as of December 31, 2024. 10