Item 5 Fees and Compensation
Eagle manages investment accounts for a variety of clients, including Separate Account Clients and
pooled investment vehicles (including the Fund, the UCITS Fund (as defined below) and the Eagle
ETF). These accounts are subject to different terms and fee structures, as is disclosed to those clients
and any of their investors. Below is a brief overview of the fees and compensation Eagle may
receive from its clients.
Separate Account Clients. Eagle receives a management fee for its investment advisory services
determined on the basis of the market value of the account assets. While Eagle’s fees are negotiated
and vary by each Separate Account Client (e.g., with respect to aggregated client accounts), Eagle’s
basic management fee range is 0.75% to 1%, each as an annual rate on assets managed and charged
quarterly. Certain Separate Account Clients’ fees are calculated using a performance fee, which is
negotiated and varies by client, as described in Item 6 below.
Accounts are billed in arrears or in advance and generally based on quarterly asset valuations. For
certain Separate Account Clients, the quarterly fee is determined based on the average of the three
month-end values, the average of the balance at the beginning of the quarter and at the end of the
quarter, or an average daily amount. Generally, fees are adjusted for material intra-quarter
contributions and withdrawals. Separate Account Clients may terminate Eagle at any time and a
pro rata portion of any fees otherwise accrued will be calculated upon termination. For instances
where a Separate Account Client paid fees in advance, following termination of Eagle’s
management, the client will be refunded or billed considering the date of termination and subject
to any adjustments based on the average daily amount.
Eagle’s investment advisory fees are, in most cases, remitted to Eagle by the custodian and charged
against the account. A copy of the invoice is sent to the client. Some Separate Account Clients
prefer to pay our fee from another source after receipt of an original invoice.
Where Eagle manages assets within a wrap fee program, it will typically do so under either a “single
contract” or “dual contract” arrangement:
Under a single contract arrangement, the underlying account pays an asset-based fee to the
sponsor firm and, out of that fee, the sponsor firm is responsible for paying an investment
advisory fee (as described above) to Eagle. In these programs, the sponsor firm and Eagle
enter into a sub-advisory or other agreement under which Eagle agrees to manage the
assets. As part of that agreement, Eagle and the sponsor firm agree on the investment
advisory fees to be charged by Eagle on the assets. Eagle’s advisory fees are negotiable
and may vary from program to program, but do not exceed 1% per year on assets under
management. There are other non-asset-based fees and expenses that will be charged to the
client as discussed below in this Item 5 and in Item 12 of this Brochure.
Under a dual contract arrangement, the Separate Account Client has one contract with the
sponsor firm and another contract with Eagle. As such, the Separate Account Client pays
Eagle an investment advisory fee in addition to the asset-based fee they pay to the sponsor
firm for its services. Eagle’s management fee is negotiated and varies by Separate Account
Client but does not exceed 1% per year on assets under management. Other fees and
expenses will also apply and are discussed in more detail below in this Item 5 and in Item
12 of this Brochure.
Specific information on the investment advisory fees payable to Eagle under a wrap fee program
will be provided by the applicable sponsor firm. For information on the asset-based fees charged
Eagle Capital Management, LLC Page 6 03/20/2026
Disclosure Brochure
by the sponsor firm, clients should consult with the sponsor firm or refer to the sponsor firm’s Wrap
Fee Program Brochure (also known as Form ADV Part 2A Appendix 1). Eagle is not positioned to
and is not responsible for determining the overall suitability of any sponsor’s wrap fee program or
the investment options available under the program. The sponsor determines the fees and services
offered under the wrap fee program. Investors participating in a wrap fee program should carefully
review the sponsor’s Wrap Fee Program Brochure as well as any agreement with or other disclosure
from the program sponsor. Each investor participating in a sponsor’s wrap fee program should
consider the services that are covered by the wrap fee, such as whether Eagle’s services are covered,
and what charges the investor’s account may incur in addition to the wrap fee for the management
of the account. Depending upon the wrap fee charged, the amount and type of account activity, the
value of custodial and other services provided and other factors, the total wrap fee may exceed the
aggregate fees that the investor might pay other parties for these services if they were obtained
separately outside of a wrap fee program.
Clients incur costs other than Eagle’s management fee or (as applicable) performance-based fee,
including custodian fees, brokerage and transaction commissions and ADR conversion fees. Some
of the Separate Account Clients also utilize certain securities for cash management purposes, which
come with added fees and expenses. Ticket charges and other additional fees may also be assessed
on certain transactions based upon agreements that certain clients have with one or more of their
brokers or service providers. Eagle’s use of a pro rata investment allocation methodology with
respect to Separate Account Clients, the UCITS Fund and the Fund (described in Item 12) has an
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