Eagle Capital Management

Our Advisory Firm. Eagle Capital Management, LLC (“Eagle”) was formed in 1988 by Ravenel Boykin Curry, III and his wife, Elizabeth Curry, who died in 2015. Their vision was to create an environment in which equity investment decisions would be made through original, thoughtful research and rigorous valuation techniques. Our principal owner is Mr. Curry who controls over 25% of Eagle. Over time, Mr. Curry has broadened ownership at Eagle such that now 23 of the firm’s 45 employees have ownership interests. Twenty-one of Eagle’s employees are women, of which 9 have ownership interests. In 1995 the organizational structure of the firm was changed to a limited liability company. Assets Under Management. As of December 31, 2025, Eagle managed approximately $35,796,108,152 of client assets on a discretionary basis. Our Advisory Services. The firm’s main strategy is the “Eagle Equity Strategy”, which it has been managing since its inception. The Eagle Equity Strategy invests primarily in U.S. traded public equities. From time to time, we also identify non-U.S. companies with equity interests that trade in the form of American Depository Receipts (“ADRs”) that fit our investment criteria. Additionally, on behalf of our clients, we expect in certain instances to trade on exchanges or markets located outside of the United States and to include such traded securities in model delivery programs. Each Eagle Equity Strategy model portfolio typically holds 25-35 positions. While the Eagle ETF follows a strategy that is substantially similar to the Eagle Equity Strategy, it may be more concentrated than the Eagle Equity Strategy. For more information on the strategy pursued by the Eagle ETF, please see Items 8 and 12 below. As is disclosed in Part 1A of our Form ADV, our clients are primarily high net worth individuals (including family offices), pension and other retirement plans, charitable institutions and other institutional investors for whom we manage investment accounts (“Separate Account Clients”), and pooled investment vehicles (including private funds and UCITS funds) and an exchange-traded fund, the Eagle ETF. For the majority of our clients, we generally manage client portfolios by seeking to replicate the Eagle Equity Strategy model portfolio and we strive to ensure that client accounts conform to the model portfolio at all times. However, as described more fully in Item 8 and Item 12, client portfolios often deviate from the model portfolio; this deviation occurs for a number of reasons, especially in conjunction with anticipated or actual capital flows within a single account or across a broader subset of accounts. Eagle has adopted and follows allocation policies designed to mitigate these situations. Eagle does not provide financial planning services. Our clients and, as applicable, their consultants and other advisors determine that the Eagle Equity Strategy portfolio is appropriate for their circumstances. We serve as the investment adviser, with discretionary trading authority, to a private pooled investment vehicle, Eagle Capital Equity Fund, L.P. (the “Fund”), a Delaware limited partnership, the securities of which are offered to investors on a private placement basis. The Fund’s investment strategy largely tracks that of the Eagle Equity Strategy. Additional information regarding the Fund can be found in Item 8 below and in the Fund’s offering documents. Eagle’s clients are under absolutely no obligation to consider or make an investment in the Fund.

We also serve as the investment adviser, with discretionary trading authority, to an actively managed open-end management ETF registered under the Investment Company Act of 1940 (the “1940 Act”), Eagle Capital Select Equity ETF, a series of The 2023 ETF Series Trust (the “Eagle ETF”). The Eagle ETF’s common shares are traded on NYSE Arca, Inc. with the ticker EAGL. While the Eagle ETF’s investment strategy is substantially similar to the Eagle Equity Strategy, in certain situations there may be differences between the strategy and investment program of the Eagle ETF and the Eagle Equity Strategy. Additional information regarding the Eagle ETF can be found in Items 8 and 12 below. Although Eagle’s clients may, they are under absolutely no obligation to consider or make an investment in the Eagle ETF. Further information regarding the Eagle ETF is also available in its registration statement, available at https://www.eaglecap.com/. Eagle also provides the Eagle Equity Strategy model portfolio to third-party model delivery programs, with such relationships typically set up as either shared-discretion model delivery programs or where Eagle shares a model portfolio on a non-discretionary basis. Tailoring of Services. We do accept Separate Account Client modifications to the extent that we are able to jointly determine with such client that the restrictions do not significantly alter the Eagle Equity Strategy’s investment philosophy. In the event of a client’s death or incapacity, Eagle will continue to manage the account according to the client’s contract until we receive written instructions from an authorized representative. Our investment decisions and advice with respect to the Fund and the Eagle ETF will be subject to each vehicle’s investment objectives and guidelines, as set forth in such vehicle’s offering documents or public filings and disclosures, as applicable. Wrap Fee Programs. Eagle provides investment management for Separate Account Client portfolios participating in wrap fee programs and receives management fees in relation to the provision of these services. In some cases, Eagle’s fee is included in the wrap fee. Consistent with its approach for Separate Account Clients generally, Eagle accepts modifications to the extent that we are able to jointly determine with such client that the restrictions do not significantly alter the Eagle Equity Strategy’s investment philosophy. Eagle’s management of clients is further described in Items 8 and 11 and Eagle follows the trade aggregation and allocation practices, and other brokerage practices, as set out in Item 12. As further explained under Item 12, brokerage commissions or other costs for the execution of transactions in certain client accounts may not be negotiated by Eagle, such as where the client participates in a wrap fee program as discussed herein. This brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Fund are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933 and other applicable state, federal or non-U.S. laws. Significant suitability requirements apply to prospective investors in the Fund, including requirements that they be “accredited investors” as defined in Regulation D, “qualified purchasers” as defined in the 1940 Act, or non-“U.S. Persons” as defined in Regulation S. Persons reviewing this brochure should not construe this as an offer to sell or a solicitation of an offer to buy the securities of the Fund described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum.

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: 

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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

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 impact on ticket charges incurred by certain clients as a result of their arrangements with third-party brokers or service providers. Further, when clients have uninvested cash swept into a money market fund, seeking to maximize the return on that cash, the custodian charges a fee and a proportionate share of other expenses of the money market fund. Eagle does not benefit from any such additional charges. Clients invested in a mutual fund will bear, along with other shareholders in any such fund, a pro rata portion of the mutual fund’s management, trading, and administrative fees and expenses. See Item 12 for a description of Eagle’s use of “soft dollar” arrangements and for further detail regarding brokerage commissions. UCITS Fund. Eagle charges an investment management fee of up to 0.75% of the net asset value of the relevant share class offered by the Eagle Capital US Equity Fund (the “UCITS Fund”), which is calculated monthly and paid to Eagle at the end of each fiscal quarter. In the sole discretion of Eagle, this investment management fee may, in certain instances, be rebated in part with respect to any investor in the UCITS Fund. The UCITS Fund will also bear fees and expenses as set forth in detail in its offering documents, including those in respect of the administrator and depositary. Eagle Capital Equity Fund, L.P. The fees and expenses applicable to the Fund are set forth in detail in its offering documents. A brief summary of such fees and expenses is provided below. Generally, the Fund pays Eagle a fee for investment management services (the “Fund Management Fee”) for each month equal to a percentage (totaling 0.75-1% per annum) of the month-end net asset value of each investor’s capital account for such month. The Fund will calculate the Fund Management Fee monthly and pay the Fund Management Fee in arrears after the end of each fiscal quarter. The Fund Management Fee will be prorated for any withdrawal by an investor that is effective other than as of the first day of a fiscal quarter. In the sole discretion of Eagle, the Fund Management Fee may be waived, reduced or calculated differently with respect to the capital account of any investor, including Eagle’s employees and affiliates, and certain family members of employees of Eagle.

In addition to the Fund Management Fee, the Fund will bear the following expenses: (i) brokerage, prime brokerage and futures commission merchant fees, commissions and expenses; expenses relating to short sales; clearing and settlement charges; (ii) interest expenses and fees related to financings or refinancings; (iii) taxes; and (iv) extraordinary expenses, including the following: indemnification expenses; fees and expenses incurred in connection with any tax audit by any taxing authority, including any related administrative settlement and judicial review; and fees and expenses incurred in connection with the reorganization, dissolution, winding-up or termination of the Fund or any trading vehicle. Certain expenses related to the Fund are initially charged to the Fund but are ultimately reimbursed by Eagle (“Covered Expenses”). Further information regarding Covered Expenses is provided in the offering documents. Eagle ETF The Eagle ETF pays Eagle a management fee calculated daily and paid monthly at an annual rate of 0.80% of the average daily net assets of the Eagle ETF for the investment management and advisory services provided by Eagle. This management fee is a “unitary” fee that covers ordinary operating expenses of the Eagle ETF except as set forth in its registration statement. Eagle has contractually agreed to waive the Eagle ETF management fee and/or reimburse the Eagle ETF in an amount equal to the amount of acquired fund fees and expenses (“AFFE”) incurred by the Eagle ETF during the period commencing November 1, 2025 and ending October 31, 2026, provided that such waiver and/or reimbursement shall be solely to the extent, and in the amount, that such AFFE exceeds 0.0049% of the Eagle ETF’s average daily net assets over such period. Please refer to the Eagle ETF registration statement for additional information regarding fees and expenses.

Philosophy. Our investment philosophy has not materially changed since the inception of the firm. We believe that most successful equity investments are made when a longer-term perspective is taken. Many of Eagle’s commitments are made with a five-to-seven year holding period in mind. Eagle sees its role as an accumulator of shares of businesses that potentially offer above-average returns over that period, as opposed to focusing on short-term strategies. However, sharp shortterm price fluctuations or other market events may dictate sales and purchases. To target achieving investment returns superior to broad equity market indices in both up and down markets, Eagle uses fundamental analysis: a bottom-up, research-driven approach to seek to find undervalued companies. By identifying change early, seeking to be ahead of the general market, we believe that we minimize risk and maximize the upside potential. Although all of Eagle’s investment professionals work closely together, our CIO Team is the senior investment leadership group at Eagle and responsible for all investment management decisions at Eagle. The CIO Team is led by Alec J. Henry, Managing Chief Investment Officer, and it also includes Adrian Meli, Co-Chief Investment Officer, and Ravenel B. Curry III, Chairman, Co-Chief Investment Officer & Founder. In addition, Alec Henry is primarily responsible for the day-to-day management of the Eagle ETF portfolio. As noted above, we maintain a model portfolio for the Eagle Equity Strategy. For the majority of our clients, we seek to replicate that portfolio, but portfolio dispersion does occur. The reasons for dispersion among portfolios include, among other things, investment restrictions placed on a specific account, different initial funding dates, the effect of withdrawals and deposits, and with respect to the Eagle ETF, the potential exclusion of smaller or less liquid positions and the different timing of trades as compared to Eagle clients other than the Eagle ETF. A stock is generally added to the Eagle Equity Strategy model portfolio when the investment team agrees that:   

the investment thesis is valid and compelling, the valuation is attractive, and on a relative basis, the opportunity is more attractive than others that the investment team is following.

Full positions are often scaled in over time, except in cases where we believe that the opportunity to purchase at value will be fleeting. A stock is generally sold when it meets Eagle’s investment criteria for doing so, which may include one or more of the following considerations:     

the thesis has played out; a new idea offers better relative risk/reward; the growth opportunities are not materializing; the position approaches our maximum investment guideline; and/or the price is appreciating at a faster pace than the stock’s intrinsic value.

Positions are generally scaled out over time. The investment objectives and investment program of the Fund and Eagle ETF are substantially

similar to the investment objectives and investment program of the Eagle Equity Strategy. The Fund’s investment objective is to generate investment returns superior to equity market indices in both up and down markets. The Eagle ETF, similarly, seeks to generate investment returns superior to U.S. equity markets. Both the Eagle ETF and the Fund seek to attain their investment objectives by utilizing a long only investment strategy and by investing primarily in the equity securities of undervalued companies that in Eagle’s view will experience long-term secular change. While the Eagle ETF has investment objectives and strategies substantially similar to the Eagle Equity Strategy, the Eagle ETF may be more concentrated as it may exclude some smaller and/or less liquid positions. The portfolios of Eagle clients other than the Eagle ETF will as a general matter more closely follow changes to the Eagle Equity Strategy model, while trading for the Eagle ETF (each such trade a “Rebalancing”) typically occurs less frequently. This less frequent Rebalancing for the Eagle ETF typically causes trades to be effected in the portfolios of Non-ETF Clients before they are effected for the Eagle ETF portfolio. Please see Item 12. Where Eagle provides the Eagle Equity Strategy model portfolio to third-party model delivery programs, investment managers other than Eagle maintain shared-discretion or have complete discretion over the underlying accounts. Accordingly, such accounts’ holdings can vary, including materially, from the Eagle Equity Strategy model. Eagle ETF or Fund investors should carefully review the investment objectives of those products, which are described in more detail in the registration statement and private placement memorandum, respectively. As noted above, Eagle provides the Eagle Equity Strategy model portfolio to third-party model delivery programs. Where such relationships are considered shared-discretion model delivery programs, Eagle maintains some investment discretion with respect to the underlying accounts and provides certain execution-related actions, subject to engagement with the principal adviser to the underlying accounts. In other instances, Eagle provides the model portfolio on a non-discretionary basis to a program sponsor who is itself, or through agents other than Eagle, responsible for providing investment advice to the underlying accounts of the program and otherwise implementing transactions for those accounts (e.g., Eagle does not select broker-dealers, execute trades or seek best execution for such accounts). In each instance of the model delivery programs, the portfolios of the underlying accounts may have holdings that differ from the model portfolio due to, among other reasons, the discretion of and services provided by parties other than Eagle. Persons participating in the third-party model delivery programs may experience results that are different from and less favorable than those experienced by Eagle investment management clients. The third-party model delivery programs, any sponsor of such program and agents of the program other than Eagle may deviate from the allocations contained with any model portfolio shared by Eagle. The timing of model updates can result in the participants in the third-party model delivery program experiencing different performance than other Eagle clients. Please see Item 12 for further information on Eagle’s policies regarding the aggregation of trades and the allocation of investment opportunities. Underlying accountholders should review their agreements with and disclosures from the third-party model delivery programs and such programs’ sponsors to understand the full scope of fees and expenses charged in connection with such programs and other risks and conflicts associated with such programs. Risk Management. Investing in securities involves risk of loss that clients and investors should be prepared to bear. Eagle considers risk to include the likelihood that events occur which lead to a permanent loss of client and investor capital. A basic tenet of Eagle’s risk management approach is: “risk is greatest when agreement is greatest.” Eagle seeks to avoid higher expectation stocks where the perceived future opportunity has largely

been discounted and seeks stocks where Eagle believes it has a differentiated view with the goal of allowing for significant upside over time while limiting the potential for permanent impairment. Our primary focus is on “fundamental” risk versus “price” risk. We monitor our portfolio companies on an ongoing basis to maintain a high degree of confidence in their fundamental strength. Therefore, we are willing to be patient through periods of stock price volatility if we continue to maintain confidence in the fundamental characteristics and long-term investment opportunity of a particular company. If we are disciplined in our stock selection and consistently adhere to our investment philosophy, we should be managing risk at the single stock level. Our valuation discipline and focus on sound, strong, competitive, and durable businesses with sound balance sheets provide the lion’s share of what we consider to be our fundamental risk protection. Risk Factors. The following list of risk factors cannot be and is not intended to be exhaustive. These risk factors include only those risks that we believe to be material and relate to our management, operations, investment strategy, methods of analysis, investments and to market conditions impacting our business generally. As Eagle manages a significant number of client accounts and pooled investment vehicles which have varying tax, structural, liquidity and investment considerations, not all of the risk factors are applicable to all client accounts or pooled investment vehicles. Nonetheless, all clients and investors should review the risk factors in this item. Risks Relating to Management Investment and Research Process. Before making investments, we will conduct research that we deem reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting research, we may be required to evaluate important and complex business, financial, tax, accounting and legal issues. When conducting research and making an assessment regarding an investment, we will rely on the resources reasonably available to us, which in some circumstances, whether or not known to us at the time, may not be sufficient, accurate, complete or reliable. Research may not reveal or highlight matters that could have a material adverse effect on the value of a client portfolio. Retention and Motivation of Employees. Our success is dependent upon the talents and efforts of highly skilled individuals we employ and our ability to identify and willingness to provide acceptable compensation to attract, retain and motivate talented investment professionals and other employees. There can be no assurance that our investment professionals will continue to be associated with us, and the failure to attract or retain such investment professionals could have a material adverse effect on a client portfolio. Competition in the financial services industry for qualified employees is intense and there is no guarantee that, if lost, the talents of our investment professionals could be replaced. Key Personnel Risk. The effectiveness of our investment strategy is largely dependent upon the continued services of individuals, including the members of our CIO Team who make the final buy and sell decisions for the portfolio. Banking Relationships. Some of our clients may hold cash and other assets in accounts with one or more banks, custodians or depository or credit institutions (collectively, “Banking Institutions”), which may include both U.S. and non-U.S. Banking Institutions from time to time. These clients may also enter into credit facilities and have other relationships with Banking Institutions. The distress, impairment or failure of, or lack of investor or customer confidence in, any such Banking Institution may limit the ability of each of the clients or Eagle to access, transfer

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Eagle’s clients include public funds, corporate clients, endowments and foundations, union plans, pension funds, high-net-worth individuals, and pooled investment vehicles (including a registered investment company) as described in Item 4. The majority of Separate Account Clients are introduced by consultants and advisers who have deemed Eagle’s equity focus appropriate for their clients. Generally, the minimum account size is $2 million. Certain legacy client accounts have lower account sizes. Further, business considerations may, in certain cases, lead to exceptions to this policy.

Most Eagle clients (including the Fund and Eagle ETF) are assessed a management fee. Exceptions to this include accounts of Eagle clients that have negotiated performance-based fees and accounts of certain entities and individuals, including accounts of current and former Eagle employees, their family, and friends (which are managed on a fee-free basis). The Eagle ETF is not assessed a performance-based fee. As applicable, these clients’ accounts follow the Eagle Equity Strategy (and the Fund’s and Eagle ETF’s investment objectives and program are substantially similar with those of the Eagle Equity Strategy) and the concurrent existence of these different fee structures at times creates a conflict of interest for our firm. In instances where a performance-based fee is charged, there is at times an incentive to favor these clients when making trading decisions. To protect our clients’ interests, we seek to treat these accounts no differently from any other discretionary account when making trading allocations when Eagle has full trading discretion (although for certain of our clients, such as the Eagle ETF, we may use a third-party brokerage to settle or facilitate trades). As noted above, we maintain an allocation policy to address how we apply the Eagle Equity Strategy to a large number of client accounts; our allocation policy makes no provision for differing treatment of accounts based on the applicable fees that the client is charged by Eagle. For more on use of brokerage firms and allocation of trades, please see Item 12. Eagle will devote as much of its time to the activities of each of the clients as it deems necessary and appropriate. Eagle is not restricted from forming additional pooled investment vehicles, from entering into other investment advisory or sub-advisory relationships or from engaging in other business activities, even though such activities may be in direct competition with existing clients and may involve substantial time and resources of Eagle. These activities could be viewed as creating a conflict of interest in that the time and effort of the members and partners of the firm and its officers and employees will not be devoted exclusively to the business of the existing clients but will be allocated between the business of the existing clients and the management of other advisees. The investment activities of an account that Eagle manages, or more generally the activities of Eagle, may result in a client being required to forgo certain investment or divestment activity or otherwise restrict the ability of a client to engage in certain activities that would not otherwise be prohibited. In the event that such a conflict of interest arises, Eagle will attempt to resolve the conflict in a fair and equitable manner, as measured over time.

A related person of Eagle serves as the general partner to the private fund Eagle Capital Equity Fund, L.P. In connection with marketing the Eagle ETF, certain management persons of Eagle are registered representatives of an unaffiliated registered broker dealer. Neither Eagle nor any of Eagle’s management persons have other relationships or arrangements with financial industry participants that may be material to Eagle’s advisory business or clients, including financial industry participants that are broker-dealers, investment advisers, pooled investment vehicles, futures commission merchants, commodity pool operators, commodity trading advisors, banking institutions, accounting firms, law firms, insurance companies, pension consultants, and real estate brokers. Though not material to Eagle’s business, we note that David Boon has been since 2018 a trustee of a 12 fund mutual fund complex advised by North Square Investments LLC, which converted in 2023 to Exchange Place Advisors Trust, a series trust serviced by Ultimus; Richard S. Robie, III has been since 2011 an independent fund trustee of AGF Investments Trust (formerly known as FQF Trust) which is sponsored by AGF Investments LLC; and Michael Falcon, Eagle’s Chief Executive Officer, is chairman and independent trustee of the board of trustees of Nomura Alternative Income Fund, a position he has held since the fund’s inception in September 2022. Other than staff attendance at conferences, the firm and its management do not participate in other financial industry activities.

Trading Code of Ethics Eagle has adopted a Code of Ethics (“Code of Ethics”), pursuant to Rule 204A-1 under the Advisers Act, and will provide a copy to any client or prospective client upon request. The major areas that are covered in the Code of Ethics are summarized below. Reportable Accounts and Transactions. All “access persons” must, on an ongoing basis, report any newly opened employee and employee related securities accounts to the Chief Compliance Officer (“CCO”). In addition, access persons must report, no later than 10 days after becoming an access person and annually thereafter, their “Reportable” securities holdings and, on a quarterly basis, report their “Reportable” securities transactions during the quarter. Personal Trading. All transactions in “Reportable” securities in all personal accounts, including all initial public offerings, must be precleared in accordance with the firm’s written policies and procedures. Eagle, its employees and other affiliates may effect transactions for their personal accounts in the same securities purchased and sold for the accounts of a client. Such transactions can present a variety of conflicts with respect to: (1) the price and availability of securities; (2) the risk that trading by clients could be used to support investments made by employee or affiliate personal accounts; or (3) improper use by employees and affiliates of information regarding a client’s portfolio holdings, future transactions or research paid for by a client, to exploit the same market liquidity as clients. Accordingly, under Eagle’s Code of Ethics, all such personal transactions must be precleared by the CCO, who will assess potential conflicts of interest in connection with the transaction clearance process. Insider Trading Policy. Eagle also maintains a policy statement on insider trading, which describes policies and procedures relating to the prevention or misuse of material, non-public information. All “access persons” and other employees must abide by this policy. Administration of the Code of Ethics. “Supervised Persons” are required to report any violation of the Code of Ethics to the CCO and must cooperate in any investigation relating to possible breaches of the Code of Ethics. Supervised Persons are encouraged to seek advice from the CCO and all relevant “principal officers” with respect to any action or transaction which may violate the Code of Ethics. Violations of the Code of Ethics or of applicable securities laws may result in sanctions imposed by the principal officers in consultation with the CCO and/or outside counsel, including but not limited to a warning, fines, disgorgement, suspension, demotion or dismissal. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate. All personnel have acknowledged and have agreed in writing to adhere to the Code of Ethics and to have read and understood the Eagle Compliance Policies and Procedures Manual. All personnel are required to make such acknowledgments and agreements on annual basis. A signed attestation is retained. Various personal accounts associated with members of the CIO Team and other Eagle personnel are managed by the firm, which, at times, creates a conflict. There is at times an incentive to favor such accounts when making trading decisions. To address such conflicts of interest, purchases and sales in these accounts are executed at the end of the trading day or after all other transactions in

the specific securities are completed. Investments in private placements are required to be precleared by Eagle’s compliance team, which includes the CCO (the “Compliance Team”). Eagle reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. Managing the Fund, Eagle ETF and Separate Accounts. Conflicts of interest arise, at times, from the fact that Eagle provides investment management services to a variety of clients, including investment funds, managed accounts, proprietary accounts, other pooled investment vehicles, the Eagle ETF and the Fund. In general, clients (including the Fund and Eagle ETF) have investment objectives, programs, strategies and positions that are similar to or conflict with each other, or in a sense can be competing with each other for the same investment opportunities. Some clients, such as the Fund and Eagle ETF, have the ability to hedge and make other decisions that could be contrary to or conflict with the investment decisions being made on behalf of other clients. Such conflicts could affect the prices and availability of securities in which the clients invest. In addition, even if one client’s account has investment objectives, programs or strategies that are similar to those of another client account, Eagle at times gives advice or takes actions with respect to the investments held by, and transactions of, one client account that differs from the advice given or the timing or nature of actions taken with respect to the investments held by, and transactions of, other client accounts for a variety of reasons, including differences between availability of investment opportunities, client restrictions, market conditions, regulatory considerations and tax treatment of the accounts. As a result, client accounts at times have different portfolios and investment returns. Conflicts of interests also arise from time to time when Eagle makes decisions on behalf of a client with respect to matters where the interests of Eagle or one or other client accounts differs from the interests of the first client. Please see Item 12 for further information on Eagle’s policies regarding the aggregation of trades and the allocation of investment opportunities. Clients and prospective Clients may obtain a copy of our Code of Ethics by contacting the firm at 212-293-4040.

Eagle, as a matter of policy and practice, seeks to obtain best execution for client transactions (i.e., seeking to obtain not necessarily the lowest commission but the best overall execution in the particular circumstances). In connection with its management of the Eagle ETF, Eagle has entered into an agreement with a third-party broker dealer to provide certain consulting and on-going operational services to the Eagle ETF, which includes execution of the Eagle ETF’s trades, subject to the direction and oversight of Eagle. These brokerage and trading services to Eagle and the Eagle ETF are provided under a separate fee arrangement with Eagle. Eagle considers factors including the responsiveness of the broker to requests for information, the assistance of the sell-side trader in securing best execution, the quality or strategy of the algorithm or crossing network, the broker’s risk pricing abilities, and the promptness and accuracy of the brokers’ back office operations when selecting broker-dealers for client transactions, and the overall quality of research received. With regard to the reasonableness of compensation (e.g., commissions), Eagle uses its market expertise and published materials to judge the current rates being paid. Eagle estimates the cost of the transaction and considers the incremental services that the broker provides. The typically low turnover in the Eagle accounts and the total commissions generated are also considered. In a few instances, the low price of a stock may also affect the commission rate. Additionally, applicable regulatory thresholds may limit client holdings in certain securities. Applicable regulatory thresholds or constraints may also result in additional trading activity and fees incurred in the management of a client account. As it relates to trade errors, it is the policy of Eagle to seek to correct all trade errors promptly upon discovery and to ensure that all trade errors are dealt with in such a manner so as to prevent any loss or harm to any advisory client, in all cases subject to the terms of the client’s agreement with Eagle. Eagle will not be liable to any client for any act or omission resulting in a trade error absent bad faith, gross negligence, willful misconduct or actual fraud on the part of Eagle. As a general matter, Eagle’s trade error correction policy seeks to put advisory clients in a position similar to the one that they would have been in had the trade error not occurred. Research and Other Soft-Dollar Benefits. Eagle maintains soft-dollar arrangements with preselected brokers for research products and services (including brokerage services) that assist Eagle in its investment decision-making process. Because the research, products and services (including brokerage services) obtained through soft-dollars are obtained using client brokerage commissions, Eagle does not pay for them directly. Research services furnished by brokers through which Eagle effects securities transactions may be used in servicing all of Eagle’s accounts, and not all such services may be used by Eagle in connection with the accounts which paid commissions to the broker providing such services. Likewise, Eagle does not seek to allocate soft-dollar benefits to clients’ accounts proportionately to the soft-dollar credits the accounts generate. Because they provide this service, there may be an additional incentive to utilize these brokers beyond most favorable execution, and the commission charged by these brokers may be higher than other brokers. Eagle directs brokerage trades to these pre-selected firms when they are expected to be of equal execution. Eagle’s soft-dollar policy is to make a good faith determination of the value of the research product or services in relation to the commissions paid. Research products and services provided by brokers through which client transactions are executed, settled and cleared may include research reports on

particular industries and companies, economic surveys and analyses, recommendations as to specific securities, access to management and other products and services providing lawful and appropriate assistance to Eagle in the performance of its investment decision-making responsibilities. In the event Eagle obtains any mixed-use products or services on a soft-dollar basis, Eagle will make a reasonable allocation of the cost between that portion which is eligible as research or brokerage services and that portion which is not qualified. The portion eligible as research or other brokerage services will be paid for with discretionary client commissions. The portion not eligible under Section 28(e) of the Securities Exchange Act of 1934 safe harbor, e.g., computer hardware, accounting systems, etc., will be paid for with Eagle’s own funds. Eagle will be subject to a conflict of interest in terms of determining any portion to be paid for with Eagle’s own funds. Including as it relates to seeking to mitigate this conflict, Eagle periodically reviews the firm’s soft-dollar arrangements, budget, and allocations and monitors the firm’s brokerage policy. If a Separate Account Client or prospective Separate Account Client of Eagle has no established relationship with a broker or brokerage firm, the Eagle trader will make the decision about which trading firm to use to execute a particular trade. The Eagle trader works from a pre-approved list of brokers. This list of brokers is compiled after receiving input, as applicable, from the Eagle trader and other internal parties, the portfolio manager and analysts. This list contains information regarding, among other things, the quality of the research and the responsiveness of the broker to requests for information, the assistance of the sell-side trader in securing the best price execution, and the promptness and accuracy of the broker’s back office operations. Drawing from the approved list of brokers at time of trade, Eagle’s trader selects a broker based, in part, upon a stock’s liquidity and a given broker’s relevant area(s) of expertise. Eagle’s trader gains additional insight into who might be currently or potentially involved with a given traded stock (i.e., where he or she might find a natural buyer or seller) by consulting the firm’s supporting subscription services. Aggregation and Allocation of Investments. Aggregation. Given the size of Eagle’s assets under management and the volume of client accounts it manages, transactions of Separate Account Clients, the Fund and the UCITS Funds (collectively, “Non-ETF Clients”) are aggregated, executed in several aggregated trades or executed separately, often to support better execution on transactions. Please see below for trading practices with respect to Directed Accounts, which include certain NonETF Clients, as well with respect to the model delivery programs. Certain Non-ETF Clients, or those sponsors of a wrap fee program, have directed Eagle to trade with specific brokers (“Directed Accounts”), and as such Directed Account orders are generally not aggregated with other Non-ETF Client orders and are generally traded after the Non-ETF Clients that have not placed such restrictions on Eagle. Further, trades will not be aggregated among all Directed Accounts. Rather, within the Directed Accounts, trades will be aggregated among clients utilizing the same directed broker. Trade orders will be traded for Directed Accounts utilizing each directed broker pursuant to an ordering sequence that will be randomly generated for each trade order. For those clients participating in a model delivery program, where Eagle shares discretion with the program’s sponsor, Eagle’s model delivery will be actioned in the same rotation as otherwise applies to the Directed Accounts, which generally occurs prior to trading on

behalf of the Eagle ETF. These shared-discretion clients are included in the ordering sequence referenced above, and an updated model will be shared with the program’s sponsor according to the applicable sequencing generated and the program sponsor determines the brokers utilized. Where Eagle shares a model portfolio on a nondiscretionary basis, it does so after the completion of the complete trading and model sharing process for the Non-ETF Clients and shared-discretion model delivery clients, as well as the complete trading process on behalf of the Eagle ETF (described below). Proprietary accounts trade last. While all clients will not necessarily participate in the same aggregated trades, all clients participating in any given aggregated trade receive the same price and pay the same commission. At times, trades may be effected for certain client accounts and not others because of market movements between order times. Client accounts featuring clientdefined investment restrictions may have their orders entered at different times than unconstrained client accounts; clients’ account restrictions may impact account performance. Allocation Generally. Trades are generally allocated among the Non-ETF Clients on a pro rata basis, within each client group and subject to the order and process described above. Under this approach, Eagle will aggregate the transactions associated with such clients, as described above, and will allocate to each client its applicable pro rata share. A pro rata allocation methodology may cause those clients who incur ticket charges and other fees, due to their arrangements with third-party brokers or other service providers, to incur additional expenses than they might under another allocation methodology. Accordingly, because Eagle does not necessarily have insight into all expenses incurred by Separate Account Clients, such clients may contact Eagle if they would like to opt out of receiving small allocations below a certain basis point threshold that could otherwise cause them to incur ticket charges and other expenses associated with such small allocations. Separate Account Clients who opt out will have the opportunity to opt back in upon request. Eagle currently manages Separate Account Client accounts that receive such small allocations and those that do not. While Eagle will seek to allocate investment opportunities on a pro rata basis for its NonETF Clients consistent with the disclosure provided above, there will be circumstances when Eagle will allocate certain opportunities using alternative approaches (see “Allocation – Investments with Limited Liquidity or Availability” below). Eagle ETF. Eagle executes trades on different timelines for the Non-ETF Clients as compared to the Eagle ETF. While the portfolios of Non-ETF Clients will as a general matter more closely follow changes to the Eagle Equity Strategy model, Rebalancing for the Eagle ETF typically occurs less frequently. This less frequent rebalancing for the Eagle ETF causes trades typically to be effected in the portfolios of Non-ETF Clients before they are effected for the Eagle ETF portfolio. Trade execution for the Eagle ETF is conducted by a third-party broker, subject to Eagle’s oversight, and not by Eagle’s personnel. Although the Eagle ETF’s investment strategy is substantially similar to the Eagle Equity Strategy, certain differences between the Eagle ETF and the other clients may impact trade allocation, including the differences in purchase and redemption structures, investment restrictions, the public nature of ETF positions and legal requirements between the Eagle ETF and the Non-ETF Clients. These differences lead to the use of different trading practices and portfolio decisions. When Eagle implements a portfolio decision for a NonETF Client ahead of, or contemporaneously with, a portfolio decision for the Eagle ETF, market impact, liquidity constraints, or other factors may result in the Eagle ETF or such

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We do not receive economic benefits from non-clients for providing investment advice and other advisory services. With respect to the Non-ETF Clients, Eagle, from time to time, engages one or more individuals or entities to solicit investment advisory clients or to place investors in the pooled investment vehicles managed by Eagle, in accordance with SEC rules, including that all required disclosures are provided to the relevant clients. Generally, the arrangement and compensation entails a share of such fee revenues paid to the agent or solicitor for a period of time, typically so long as such client or investor remains a client of Eagle or investor in a pooled investment vehicle managed by Eagle. Currently, Eagle has one such relationship.

To the best of our knowledge, there are no legal or disciplinary events or facts that are material to a client’s or prospective client’s evaluation of our advisory business or the integrity of our management, nor have there ever been.

Eagle personnel review all trades made in client accounts, including the Fund and the Eagle ETF. Many factors could initiate a client account review other than a periodic review, including (among other possible factors and to the degree applicable) the decision to add or eliminate a particular investment, to balance gains and losses at the direction of the client or adviser, to raise cash for distribution to clients at their request, to invest new cash contributions in a portfolio, or to alter the asset mix as market conditions dictate. The firm employs a system to confirm adherence to client-specific restrictions on a pre- and posttrade basis. In addition, Eagle’s portfolio administration team monitors portfolio administration operations and its trading team monitors portfolio holdings and trading operations, on a periodic basis, to ensure adherence to style and process. Finally, the firm’s client service team serves as an additional point of oversight for Separate Account Client portfolios. Quarterly statements, including specific holdings, current performance, and investment commentary, are provided to clients. In the case of Non-ETF Clients, more frequent information will be provided if requested. Custodians of clients’ funds and securities provide their own separate reports to clients, if applicable. With respect to investors in the Fund, we generally provide annual audited financial statements within 120 days of the Fund’s fiscal year end. In the case of the Eagle ETF, the Eagle ETF’s complete portfolio holdings are disclosed in quarterly public filings with the SEC, within 60 days of the end of each quarter of the Eagle ETFs fiscal year, and the Eagle ETF’s portfolio holdings are available each business day on its website.

For any instances where Eagle is deemed to have custody, as defined by the SEC, of Separate Account Client funds or securities, such Separate Account Clients will receive account statements at least quarterly from the qualified custodian. These statements should be carefully reviewed and compared to quarterly statements delivered by Eagle. Eagle complies with SEC’s custody rule with respect to the Fund in accordance with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that the Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that the Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. Eagle is not required to comply with the “custody rule” under the Advisers Act with respect to the Eagle ETF. The assets of the Eagle ETF are maintained with an eligible custodian in compliance with the 1940 Act.

Eagle has discretionary authority to manage securities accounts on behalf of clients, including the Fund and Eagle ETF, as granted pursuant to Eagle’s investment management agreements. With respect to Separate Account Clients, Eagle will typically accept limitations on this authority, including in the form of specific stock restriction requests from clients. Eagle will abide by restrictions to the extent that they do not significantly alter Eagle’s fundamental investment philosophy. Our investment decisions and advice with respect to the Fund and the Eagle ETF are subject to each investment vehicle’s specific investment objectives and guidelines, as set forth in such vehicle’s offering documents or public filings and disclosures, as applicable.

Eagle, as a matter of policy and as a fiduciary to our clients, has responsibility for voting proxies, unless otherwise instructed by or on behalf of a client, for portfolio securities. For example, the Eagle ETF board has delegated responsibility to vote proxies for securities held in the Eagle ETF’s portfolio to Eagle. In some cases, however, Eagle has been instructed not to vote proxies in relation to certain accounts. In other cases, Eagle has been instructed to vote proxies in accordance with a client’s own proxy voting guidelines. Our policies and practices include the responsibilities to: monitor and evaluate the proposals for the companies we are invested in; assess any conflicts of interest in accordance with the Advisers Act; vote clients’ proxies where Eagle has been given authority to do so; retain information regarding the voting of proxies; and maintain relevant and required records. Eagle seeks to vote all proxies and does so in accordance with its fiduciary duty. At times, conflicts of interest with individual clients arise. In those circumstances, Eagle may, among other things: (i) contact the client who may direct a vote in a particular solicitation; (ii) consult with a third party service provider; or (iii) take action (in consultation with legal counsel) to vote in accordance with its fiduciary duty. Eagle ensures that proxies are voted in an accurate and timely manner and that voting records are maintained. Eagle has engaged the proxy service company, Broadridge Financial Solutions, Inc. (“Broadridge”), an independent firm that provides proxy processing and administrative services to Eagle. Broadridge electronically compiles and maintains voting records of clients’ proxies for a majority of Eagle’s clients. Broadridge provides access to ballots and records via a password protected website, ProxyEdge. Eagle executes its voting actions via this website. Broadridge notifies Eagle of new meeting ballots. Eagle’s analysts determine how Eagle will vote the associated proxies, in accordance with applicable voting guidelines. The analysts make their recommendations to Ravenel B. Curry, III, who gives final approval. For individual proxies related to securities that were historically held in Eagle’s model portfolio but that at the time of the applicable shareholder meeting date have a zero weighting in Eagle’s model portfolio, the voting decision will be made by Ravenel B. Curry, III. Once approved, Eagle votes the electronic ballots via the ProxyEdge platform. Unsupervised assets and money market vehicles will be voted in accordance with management suggestions by designated staff without further internal review. For the avoidance of doubt, Eagle considers “trade away” securities—i.e., those securities held on Eagle’s books for only a short period when, for example, a client makes an in-kind contribution to their account—to be unsupervised assets for purposes of its proxy voting policy. Clients may call Eagle to discuss proxies pertaining to their accounts, obtain a copy of Eagle’s voting policies and procedures, and obtain their voting records upon request. Additionally, upon opening a new account with Eagle, Clients are given the option to utilize a thirdparty vendor that provides class action litigation monitoring and securities claim filing services on their behalf. Clients and investors may obtain Eagle’s proxy voting policy and information about how Eagle voted a client’s proxies by contacting the firm at 212-293-4040.

In certain circumstances, none of which are applicable to Eagle, registered investment advisers are required to provide financial information or disclosures about their financial condition in this Item. Eagle is a privately held, 100% employee-owned firm. The firm’s sole source of revenue is the investment management fees paid by its clients. Eagle has no financial commitment that impairs its ability to meet its contractual and fiduciary obligations to clients. Eagle has never been the subject of a bankruptcy hearing.

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