A. Eagle Capital Management, LLC (“Eagle”) is a limited liability company formed on
January 21, 2000 in the state of Louisiana. Eagle became an SEC registered investment
advisor firm on February 1, 2000. Eagle is principally owned by Kenneth Ross. Mr. Ross
serves as Executive Vice President and Chief Compliance Officer.
B.
INVESTMENT MANAGEMENT SERVICES
Eagle provides discretionary investment management services on a fee basis. Eagle’s
annual investment management fee is based upon a percentage (%) of the market value of
the assets placed under Eagle’s management, generally between 0.50% and 1.50%.
MISCELLANEOUS
No Financial Planning or Non-Investment Consulting/Implementation Services.
Eagle does not provide financial planning and related consulting services regarding non-
investment related matters, such as estate planning, tax planning, insurance, etc.
Eagle does not serve as an attorney or accountant, and no portion of our services should be
construed as legal, accounting, or insurance implementation services. Accordingly, Eagle
does not prepare estate planning documents, tax returns or sell insurance products. To the
extent requested by a client, Eagle may recommend the services of other professionals for
certain non-investment implementation purposes (i.e., attorneys, accountants, insurance,
etc.). You are under no obligation to engage the services of any such recommended
professional. The client retains absolute discretion over all such implementation decisions
and is free to accept or reject any recommendation made by Eagle or its representatives.
If the client engages any unaffiliated recommended professional, and a dispute arises
thereafter relative to such engagement, the client agrees to seek recourse exclusively from
and against the engaged professional. At all times, the engaged licensed professional[s]
(i.e., attorney, accountant, insurance agent, etc.), and not Eagle, shall be responsible for the
quality and competency of the services provided.
Retirement Rollovers-No Recommendations: A client or prospective client leaving an
employer typically has four options regarding an existing retirement plan (and may engage
in a combination of these options): (i) leave the money in the former employer’s plan, if
permitted, (ii) roll over the assets to the new employer’s plan, if one is available and
rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv)
cash out the account value (which could, depending upon the client’s age, result in adverse
tax consequences). Eagle does not make recommendations regarding client rollovers. To
the extent requested, Eagle may provide clients with certain educational information to
assist the client with making a decision regarding a potential rollover. No client is under
any obligation to roll over retirement plan assets to an account managed by Eagle.
Sub-Advisory Engagements. Eagle serves as a sub-adviser to Gulf Coast B&T (the
"Bank") per a sub-advisory agreement between the Bank and Eagle, whereby Eagle
manages certain accounts designated by, and maintained at, the Bank. With respect to its
sub-advisory services, the Bank maintains both the initial and ongoing day-to-day
relationship with the underlying client, including initial and ongoing determination of
client suitability for Eagle's designated investment strategies. The Bank serves as
custodian, and the Bank (not Eagle) determines and/or negotiates commissions and/or
transaction costs to be paid by the client.
Client Obligations. In performing its services, Eagle shall not be required to verify any
information received from the client or from the client’s other designated professionals and
is expressly authorized to rely thereon. Moreover, each client is advised that it remains
their responsibility to promptly notify Eagle if there is ever any change in their financial
situation or investment objectives for the purpose of reviewing, evaluating or revising
Eagle’s previous recommendations and/or services.
Use Exchange Traded Funds: Most exchange-traded funds are available directly to the
public. Therefore, a prospective client can obtain many of the funds that may be utilized
by Eagle independent of engaging Eagle as an investment advisor. However, if a
prospective client determines to do so, he/she will not receive Eagle’s initial and ongoing
investment advisory services.
Portfolio Activity. Eagle has a fiduciary duty to provide services consistent with the
client’s best interest. As part of its investment advisory services, Eagle will review client
portfolios on an ongoing basis to determine if any changes are necessary based upon
various factors, including, but not limited to, investment performance, fund manager
tenure, style drift, account additions/withdrawals, and/or a change in the client’s
investment objective. Based upon these factors, there may be extended periods of time
when Eagle determines that changes to a client’s portfolio are neither necessary nor
prudent. Clients shall nonetheless remain subject to the fees described in Item 5 below
during periods of account inactivity.
Socially Responsible (ESG) Investing Limitations. Socially Responsible Investing
involves the incorporation of Environmental, Social and Governance (“ESG”)
considerations into the investment due diligence process. ESG investing incorporates a set
of criteria/factors used in evaluating potential investments: Environmental (i.e., considers
how a company safeguards the environment); Social (i.e., the manner in which a company
manages relationships with its employees, customers, and the communities in which it
operates); and Governance (i.e., company management considerations). The number of
companies that meet an acceptable ESG mandate can be limited when compared to those
that do not and could underperform broad market indices. Investors must accept these
limitations, including potential for
underperformance. Correspondingly, the number of
ESG mutual funds and exchange-traded funds are limited when compared to those that do
not maintain such a mandate. As with any type of investment (including any investment
and/or investment strategies recommended and/or undertaken by Eagle), there can be no
assurance that investment in ESG securities or funds will be profitable or prove
successful. Eagle does not maintain or advocate an ESG investment strategy but will seek
to employ ESG if directed by a client to do so. If implemented, Eagle shall rely upon the
assessments undertaken by the unaffiliated mutual fund, exchange traded fund or separate
account portfolio manager to determine that the fund’s or portfolio’s underlying company
securities meet a socially responsible mandate.
Cash Positions. Eagle continues to treat cash as an asset class. As such, unless determined
to the contrary by Eagle, all cash positions (money markets, etc.) shall continue to be
included as part of assets under management for purposes of calculating Eagle’s advisory
fee. At any specific point in time, depending upon perceived or anticipated market
conditions/events (there being no guarantee that such anticipated market conditions/events
will occur), Eagle may maintain cash positions for defensive purposes. In addition, while
assets are maintained in cash, such amounts could miss market advances. Depending upon
current yields, at any point in time, Eagle’s advisory fee could exceed the interest paid by
the client’s money market fund.
Cash Sweep Accounts. Certain account custodians can require that cash proceeds from
account transactions or new deposits, be swept to and/or initially maintained in a
specific custodian designated sweep account. The yield on the sweep account will
generally be lower than those available for other money market accounts. When this
occurs, to help mitigate the corresponding yield dispersion Eagle shall (usually within 30
days thereafter) generally (with exceptions) purchase a higher yielding money market fund
(or other type security) available on the custodian’s platform, unless Eagle reasonably
anticipates that it will utilize the cash proceeds during the subsequent 30-day period to
purchase additional investments for the client’s account. Exceptions and/or modifications
can and will occur with respect to all or a portion of the cash balances for various reasons,
including, but not limited to the amount of dispersion between the sweep account and a
money market fund, the size of the cash balance, an indication from the client of an
imminent need for such cash, or the client has a demonstrated history of writing checks
from the account.
The above does not apply to the cash component maintained within a Eagle actively
managed investment strategy (the cash balances for which shall generally remain in the
custodian designated cash sweep account), an indication from the client of a need for access
to such cash, assets allocated to an unaffiliated investment manager and cash balances
maintained for fee billing purposes.
The client shall remain exclusively responsible for yield dispersion/cash balance decisions
and corresponding transactions for cash balances maintained in any Eagle unmanaged
accounts.
Investment Risk. Different types of investments involve varying degrees of risk, and it
should not be assumed that future performance of any specific investment or investment
strategy (including the investments and/or investment strategies recommended or
undertaken by Eagle) will be profitable or equal any specific performance level(s).
Cybersecurity Risk. The information technology systems and networks that Eagle and its
third-party service providers use to provide services to Eagle’s clients employ various
controls, which are designed to prevent cybersecurity incidents stemming from intentional
or unintentional actions that could cause significant interruptions in Eagle’s operations and
result in the unauthorized acquisition or use of clients’ confidential or non-public personal
information. Clients and Eagle are nonetheless subject to the risk of cybersecurity incidents
that could ultimately cause them to incur losses, including for example: financial losses,
cost and reputational damage to respond to regulatory obligations, other costs associated
with corrective measures, and loss from damage or interruption to systems. Although Eagle
has established procedures to reduce the risk of cybersecurity incidents, there is no
guarantee that these efforts will always be successful, given that Eagle does not directly
control the cybersecurity measures and policies employed by third-party service providers.
Clients could incur similar adverse consequences resulting from cybersecurity incidents
that more directly affect issuers of securities in which those clients invest, broker-dealers,
qualified custodians, governmental and other regulatory authorities, exchange and other
financial market operators, or other financial institutions.
Disclosure Statement. A copy of Eagle’s written Brochure as set forth on Part 2A of Form
ADV as well as a copy of Eagle’s Client Relationship Summary as set forth on Form CRS
shall be provided to each client prior to, or contemporaneously with, the execution of the
Investment Management Agreement.
C. Eagle shall provide investment management services specific to the needs of each client.
Prior to providing investment management services, an investment adviser representative
will ascertain each client’s investment objective(s). Thereafter, Eagle shall allocate and/or
recommend that the client allocate investment assets consistent with the designated
investment objective(s). The client may, at any time, impose reasonable restrictions, in
writing, on Eagle’s services.
D. Eagle does not participate in a wrap fee program.
E. As of December 31, 2023, Eagle had $396,382,558 in assets under management on a
discretionary basis.