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. 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/important-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, financial situation and other circumstances when providing investment advice and eliminate or make full and fair disclosure of all material conflicts of interest. In addition, to the extent that IARs provide services that constitute “investment advice” to Plans or individual retirement accounts subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Eagle and its IARs are each a “fiduciary” as defined under Section 3(21) of ERISA or the Internal Revenue Code, as applicable. Where indicated in certain places below, 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(3) 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. Our advice is, at the time provided, in your best interest, and based on your investment objectives, risk tolerance, financial circumstances and needs. We do not place the interests of New York Life, NYLIFE Securities, any other affiliates of ours or the financial professional ahead of yours or subordinate your interests to ours. 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 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 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 advisory programs that are described in Eagle’s Wrap Fee Brochure at www.eaglestrategies.com/important-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. 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 financial services professional 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 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 investment and retirement planning advice. 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 deliver any 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/important-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 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/important-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 components of 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. 2. 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. 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 four Managers available in the program: Brinker Capital Investments, LLC (“Brinker”), Frontier Asset Management, LLC (“Frontier”), Buckingham Strategic Partners and Morningstar Investment Services LLC (“Morningstar”). 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. 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). 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: (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 Annuity 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. 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”) (formerly known as Legg Mason Partners Fund Advisor, LLC) 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. 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, 2023, Eagle had advisory assets of approximately $22,732,220,344, of which approximately $20,357,746,578 are regulatory assets under management. For regulatory assets under management, we manage $1,026,034,576 on a discretionary basis and $19,331,712,002 on a non- discretionary basis. In addition, as of December 31, 2023, accounts for which Eagle acts as a solicitor had assets of approximately $83,364,571.