# FEF DISTRIBUTORS, LLC X-17A-5 (2025-02-28) — Broker-dealer annual report - Company: FEF DISTRIBUTORS, LLC - Form: X-17A-5 - Filed: 2025-02-28 - Period: 2024-12-31 - Accession: 0001075919-25-000005 - CIK: 1075919 - File #: 8-51483 - Type: Broker-dealer - Material weakness: No - Auditor: Ernst & Young LLP - Auditor location: New York, NY - Contact: Chun Fong - Phone: 2126983451 - Signed by: Chun Fong (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1075919/000107591925000005/FEFDFS2024FullSet.pdf --- {0}------------------------------------------------ # FEF Distributors, ШС Financial Statements and Supplemental Information December 31, 2024 This report is deemed CONFIDENTIAL in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934. {1}------------------------------------------------ | | UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C, 20549 | | | | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------|---------|-----------------------------|--| | | ANNUAL REPORTS | | SEC FILE NUMBER | | | | FORM X-17A-5 | | B-51483 | | | | PART III | | | | | lnformation Required Pursuant to Rules L7a-5, L7a-12, and 18a-7 under the Securities Exchange Act of 1934 | FACING PAGE | | | | | FILING FOR THE PERIOD BEGINNING | 01 101 124 | | ANDENDTNG 12131 124 | | | | MM/DD/YY | | MM/DD/YY | | | | A. REGISTRANT I DENTI FICATION | | | | | FEF Distributors, LLC
NAME OF FIRM: | | | | | | WPE OF REGISTRANT (check allapplicable boxes):
El Broker-dealer D Security-based swap dealer fl Major security-based swap participant
f Check here il respondent is also an OTC derivatives dealer
ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | 1345 Avenue of the Americas | | | | | | | (No. and Street) | | | | | New York | NY | | 10105 | | | (City) | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Chun Fong | 212-698-345 1 | | Chun. Fon g@firsteag le.com | | | (Na rne) | (Area Code - Telephone Number) | | (Email Address) | | | | B. ACCOUNTANT IDENTI FICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Ernst & Young LLP | | | | | | One Manhattan | (Name - if individual, state last, first, and middle name)
West
New York | | NY
10001-8604 | | | (Address) | (City) | (State) | (Zip Code) | | | fi12an003 | | 42 | | | | with
(Date of | | | ifa
N u rnber | | | | FOR OFFICIAL USE ONLY | | | | | r Claims for exemption from the requirement
accountant must be supported by a statement of facts and circumstances relied on as the basis of the exernption. See 17 | that the annual reports be covered by the reports of an independent public | | | | CFR 240. 17a-5(eXlXii!, if applicable. persons who are to respond io the collection ol information contained in this form are not required to respond unless the form displays a currently vatid OMB control number' {2}------------------------------------------------ #### OATH OR AFFIRMATION | Chun Fong
t, | swear (or affirm) that, to the best of my knowledge and belief, the
t | |--------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------| | financial report pertaining to the firm of | FEF Distributors, LLC
as of | | December 31 | . ZO24 , is true and correct. lfurther swear (or affirm)that neither the company nor any | | | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely | | as that of a customer. | | | | | | L
il*o | Signature: | | | BATVA KA! IF \,IAN
Nntary Pi;h,i : i i:ir ,:i New York | | r
il.-
'i*1, t | Title:
ri
',tr | | ft' | Chief
I | | | 20 | ## This filing\*\* contains (check all appllcable boxesl: - A (a) Statement of financial condition. - D (b) Notes to consolidated statement of financial condition. - q (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in 5 210.1'02 of Regulation S'X). - A (d) statement of cash flows. - E (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - tr (f) Statement of changes in liabilities subordinated to claims of creditors. - ts (d Notes to consolidated financial statements. - A (h)ComputationofnetcapitalunderlTCFR240.l5c3-1or17 CFR 240.18a-l,asapplicable. - ! (i) Computation of tangible net worth under 17 CFR 240.18a-2. - A 0) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3' - D (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - O (l) Computation for Determination of PAB Requirements under Exhibit A to 0 240.15c3-3. - A (m) lnformation relating to possession or control requirements for customers under 17 CFR 240.15c3'3. - tr (n) lnformation relating to possession or control requirements for security-based swap customers under 17 CFR 2a0.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - ul (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worthunderlTCFR 240.15c3-t,L7CFR 240,18a-L,ort7 CFR240.18a-2,asapplicable,andthereserverequirementsunderlT CFR 240.15c3-3 or 17 CFR 24O.L8a-4, as applicable, if material differences exist, or a statement that no material differences exist. - tr (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - E (q) Oath or aflirmation in accordance with 17 CFR 240.17a-5, 17 CFR 24O.l7a-12, or 17 CFR 240't&a-7, as applicable. - n (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 24O.L8a-7 , as applicable. - n (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 24O.L8a-7 , as applicable. - n (t) lndependent public accountant's report based on an examination of the statement of financial condition. - A (u) lndependent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 24O.t8a-7, or 17 CFR 240.77a-72, as applicable' - n (v) lndependent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.L8a-7 , as applicable. - n (w) lndependent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as aPPlicable. - tr (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - tr (y) Repo\* describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or astatement that no material inadequacies exist, under 17 CFR 240.17a-12(k). - n (z)Other: - \*\*To request conlidentiol treotment of certoin portions of this fiting, see 77 cFR 240.17o-5(e)(3) or 17 cFR 240.18o-7(d)(2), os opplicable. {3}------------------------------------------------ | Contents | | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------| | Report of Independent Registered Public Accounting Firm | 1 | | Financial Statements | | | Statement of Financial Condition | 2 | | Statement of Operations | 3 | | Statement of Changes in Member's Equity | 4 | | Statement of Cash Flows | 5 | | Notes to Financial Statements | 6 - 11 | | Supplemental Information | | | Computation of Net Capital Pursuant to SEC Rule 15c3-1 | 13 | | Computation for Determination of Reserve Requirements under SEC Rule 15c3-3 and
Information Relating to Possession or Control Requirements Under SEC Rule 15c3-3 | 14 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) Ernst & Young LLP One Manhattan West New York, NY 10001-8604 Tel: +1 212773 3000 ey.com #### Report of Independent Registered Public Accounting Firm To the Members and the Directors of FEF Distributors, LLC #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of FEF Distributors, LLC (tlrc Company) as of December 31,2024, the related statements of operations, changes in member's equity and cash flows for the year then ended, and the related notes (collectively referredto as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles. #### Basis for Opinion These financial statements are the responsibility ofthe Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement wtrether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial stat€ments. We believe that our audit provides a reasonable basis for our opinion. #### Supplemental Information The accompanying information in Schedules I, II and III has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. Such information is the responsibility of the Company's management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with Rule l7a-5 under the Securities Exchange Act of I 934. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole. tu t LL7 We have served as the Company's auditor since 2013. New Yorh NY February 28,2025 {5}------------------------------------------------ Statement of Financial Condition December 31, 2024 CONFIDENTIAL | Assets | | | |---------------------------------------|---|------------| | Cash and cash equivalents | S | 13,431,668 | | Commissions receivable | | 301,855 | | Receivable from parent | | 20.572 | | Other assets | | 533.258 | | Total assets | S | 14,287,353 | | | | | | Liabilities and Member's Equity | | | | Liabilities | | | | 12b-1 fees payable | S | 11,262,478 | | Accounts payable and accrued expenses | | 193.447 | | Total liabilities | | 11.455.925 | | | | | | Member's equity | | 2.831.428 | | Total liabilities and member's equity | S | 14.287.353 | {6}------------------------------------------------ Statement of Operations For the Year Ended December 31, 2024 CONFIDENTIAL | Revenue | | | |-----------------------------------|---|------------| | 12b-1 income | S | 66,921,142 | | Commissions | | 1,831,058 | | Other income | | 577.876 | | Total revenue | | 69,330,076 | | | | | | Expenses | | | | 12b-1 expense | | 66.921.142 | | Regulatory fees | | 757.364 | | Administrative fees to the parent | | 446.945 | | Professional fees | | 146,142 | | Other | | 90.474 | | Total expenses | | 68,362,067 | | | | | #### Net income S 968,009 {7}------------------------------------------------ Statement of Changes in Member's Equity For the Year Ended December 31, 2024 CONFIDENTIAL | | Retained
Paid-in Capital
Earnings | | | Total | | | |--------------------------------------------------------------------|-----------------------------------------|-------|---|-----------------------------------|---|-----------------------------------| | Balance, beginning of year
Net Income
Distribution to member | ട | 1,000 | റ | 2.362.419
968.009
(500,000) | ട | 2.363.419
968.009
(500,000) | | Balance, end of year | S | 1,000 | ട | 2,830,428 | ട | 2.831.428 | {8}------------------------------------------------ Statement of Cash Flows Fon the Yean Ended Decemben 3L,2024 CONFIDENTIAL | Gash flows from operating activities | | | |-----------------------------------------------------------------------------------|---|--------------| | Net income | s | 968,009 | | Adjustments to neconcile net income to net cash pnovided by openating activities: | | | | Changes in openating assets and liabilities: | | | | Commissions neceivable | | (20,gBB) | | Receivable f nom panent | | L27,7 6I | | Othen assets | | (47,70 5) | | 12b-1 fees payable | | 2,435,055 | | Payable to panent | | (51+ ,0 0 2) | | Accounts payable and accnued expenses | | (18 9,7 47) | | Net cash pnovided by openating activities | | 3,278,3 g 1 | | Cash flows from financing activities | | | | Distnibution to memben | | (500,000) | | Net cash used in financinf activities | | (500,000) | | Net incnease in cash | | 2,7 7.8,3 91 | | Gash and cash equivalents | | | | Beginning of yean | | 10,713,277 | | End of yean | s | 13,431,6 6 B | | | | | {9}------------------------------------------------ Notes to Financial Statements December 31, 2024 CONFIDENTIAL #### 1. Organization Nature of operations: FEF Distributors, LLC (the "Company" or "FEFD") is a non-clearing registered broker-dealer with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company is a wholly owned subsidiary of First Eagle Investment Management, LLC (the "Parent"). The Company is engaged in a single line of business as a non-clearing registered broker dealer engaged in the distribution of shares of the First Eagle group of mutual funds and interval fund (collectively the "FE Funds"). The Company has identified its FINop as the chief operating decision maker ("CODM"), who uses revenue to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital (see Note 5), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay dividends. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the same as those described in footnote 2 - significant accounting policies. The Company derived 96 percent of its total revenues from the 12b-1 income earned by providing the distribution and marketing support services to the FE Funds based on their respective prospectuses. As of December 31, 2024, the FE Funds consist of twelve 1940 Act registered funds: First Eagle Global Fund, First Eagle Overseas Fund, First Eagle U.S. Value Fund, First Eagle Gold Fund, First Eagle High Yield Municipal Fund, First Eagle Global Income Builder Fund, First Eagle Rising Dividend Fund, First Eagle Overseas Variable Fund, First Eagle Small Cap Opportunity Fund, First Eagle Global Real Assets Fund, First Eagle US SMID Cap Opportunity Fund and First Eagle Short Duration High Yield Municipal Fund ("Mutual Funds"), and one interval fund: First Eagle Credit Opportunities Fund ("Interval Fund"). The Company also engages in private placements of securities solely as wholesale placement agent. The private placement activities are limited to advising the placement of direct participation program securities, effecting private securities offerings, and retail or institutional sales and trading activities. The Company is exempt from SEC Rule 15c3-3 under paragraph (k)(2)(i), as the Company is a brokerdealer limited to the distribution of shares of mutual funds and Interval Fund, as well as private placements of securities solely as wholesale placement agent. The Company also does not hold customer accounts or receive customer cash or securities. The Company is also relying on Footnote 74 of the SEC Release No. 34-70073, adopting amendments to 17 C.F.R. § 240. 17a-5 for effecting securities transactions via subscriptions. - 2. Significant Accounting Policies - a) Basis of presentation: The financial statements of the Company are prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") as detailed in the Financial Accounting Standards ("FASB") Accounting Standards {10}------------------------------------------------ Notes to Financial Statements December 31, 2024 CONFIDENTIAL Codification ("ASC"). All of the Company's assets and liabilities that are considered financial instruments are reflected at fair value. The carrying value of all other assets and liabilities approximates fair value. - b) Use of estimates: The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. - c) Cash and cash equivalents: Cash and cash equivalents include highly liquid instruments with original maturities of three months or less at the date of acquivalents may consist of investments with stable net asset value ("NAV") money market funds which are valued based on NAV per share as an acceptable proxy of fair value. The Company maintains deposits with financial institutions in an amount that is in excess of federally insured limits. The Company does not have any restricted cash. - d) Securities: The Company does not carry customer accounts and generally does not carry any securities on its own account. Securities, if any, are traded in active markets and are valued using quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency that are classified within appropriate level of the fair value hierarchy in accordance with ASC 820. - e) Revenue recognition: The Company adopted the guidance under ASU 2014-09, Revenue from Contracts with Customers. The Company classifies its revenues into 12b-1 income and commissions. 12b-1 income: The Company earns fees for providing certain ongoing distribution and marketing support services for the FE Funds based on their respectuses. The Interval Fund offers Class A and A-2 shares which charge 12b-1 fees. 12b-1 income is earned based on basis points of average net assets in the FE Funds, 25 basis points on Class A, 75 basis points on Class A-2 shares of the Interval Fund, 100 basis points on Class C. As a result, 12b-1 income is recognized over time as FE Funds simultaneously receive and consume the benefit from the 12b-1 services performed by the Company. The Company uses estimates in recording the accruals related to 12b-1 income, which are based on historical trends and are adjusted to reflect market fluctuations for the period covered. Commissions: Included in Commissions revenues are underwriting retention, contingent deferred sales charges and 12b-1 fee commission. Semi-monthly the Company earns underwriting retention as underwriter of FE Funds and the Credit Opportunities Fund, including a contingent deferred sales charge on redemptions of Class C shares prior to specified holding period. These revenues are derived from fees based on purchase and redemptions of FE Funds' shares. Underwriting retention revenue is based on mutual fund purchases if a front-end load is charged. Contingent deferred sales charges are also based on mutual fund positions redeemed if applicable. The Company, as underwriter of the FE Funds, earns up to 50 basis {11}------------------------------------------------ ## FEF DistnibutoPS, LLC Notes to Financial Statements December 31 ,2024 CON FIDENTIAL points on sales changes of Class A shanes. The Cnedit Oppontunities Fund may change up to 250 basis points on sales change fon Class A and A-2 shanes. Contintent defenned sales charge is 1% fee changed on redemptions of Class C shanes on Class A shanes as applicable, pnion to specif ied holding peniod. Fon the Cnedit Oppontunities Fund, punchases of \$250,000 on mone of Class A and A-2 shanes will be subject to an eanly withdnawal change of 1.5%, if the shanes ane sold duning the finst 12 months aften thein punchase. The Company also neceives quantenly 12b-1 fee commission payments whene there ane no default dealens. These commissions nevenues ane genenally recognized at a point in time when the tnansaction is placed, on tnade date. On such date the shaneholden of the FE Fund shanes obtains contnol thnough a night to eithen own a secunity fon a punchase on neceive payment fon a sale. Fon the punposes of the disclosune of disaggnegated nevenue fnom contnacts with customens nequined by ASU 2014-09, the Company pnesents the following types of nevenue by sounces: The Company recognized S66,921,142 in 12b-1 income which was then paid out to non-affiliated financial institutions as 12b-1 fees. Additionally, commissions nevenues include \$672,848 in undenwniting netention, S101,792 in contingent defenned sales changes, as well as 51,056,418 in 12b-1fee commission. Arcangementfees; Finst Ea\$le Altennative Cnedit, LLC ('FEAC') is a 100% owned subsidiany of the Panent and an affiliate of the Company. As pant of its dinect lending business, FEAC oniginates, neSotiates, and annanges cnedit facilities and the lendens necessany to panticipate in the facility. FEAC has named the Company as the annangen of the cnedit facility deals, and in tunn, the Company eanns annangen fees fnom bornowens fon its wonk in stnuctunint and annanging the cnedit facility. These fees ane typically a pencentage of between 0.25%-1..0% of the total cnedit facility size. FEAC and FEFD have entened into an agneement in which FEFD neceives the gnoss annangen fees and pays out 95% to FEAC, as the majonity of the senvice is penfonmed by FEAC. As FEAC is the pnincipal anrangen of the deals, and FEFD is acting as an agent in the deal, FEFD neconds its annangement fees net on the f inancial statements. As of Decemben 31, 2024, the Company necognized S186,413 in net Annangement fees unden Other income in the Statement of Openations. Other income: Othen income consists of intenest income eanned on cash and Annangement fees. Othen income is neconded on an accnual basis as eanned. As of Decemben 31, 2024, 5301,855 of commissions neceivable, S15,990 of contingent defenned sales changes and 53,771 of 12b-1 neceivable nelated to nevenue contnacts ane neconded on the Statement of Financial Condition. The Company adopted the Cunnent Expected Cnedit Loss (CECL) guidance issued by the FASB as of Januany 7, 2020. Based on management estimate, an allowance was not nequined as of December 31,2O24. 0 12b-1fees: The Company pays 12b-1 fees to non-aff iliated financial institutions fon manketing, pnomotional and shaneholder senvices on behalf of the FE Funds. The fees ane based on contnacted amounts and ane paid monthly on quantenly, in accondance with the nespective {12}------------------------------------------------ ## FEF DistnibutoPS, LLC Notes to Financial Statements December 31 ,2024 CON FIDENTIAL agneements. Fon the yean ended Decemben 31,2024,12b-1 fees amounted to 566,921,142 and is neflected as 12b-1 expense on the Statement of Openations. As of Decemben 31,2024,12b-l fees payable of S11,262,478 is neflected on the Statement of Financial Condition. g) Taxes: The Company is a single memben limited liability company and is tneated as a disneganded entity fon tax punposes. The Company does not file any tax netunns, but its taxable income is neponted as pant of the Panent's tax netunns. The Panent is an LLC tneated as a pantnenship and does not have tax liabilities in most junisdictions but rathen passes thnough its taxable income to its membens. The Company follows the repontint nequinements of ASU 2019-12, Income Taxes and thenefone the Panent is not nequined to allocate tax expenses, if any, to the Company. # 3. Contingencies In the nonmal counse of business openations, the Company is subject to negulatony examinations on othen inquinies. These mattens could nesult in censunes, fines on othen sanctions, but the Company is unable to pnedict the outcome of these mattens. Howeven, management believes the outcome of any resultint actions will not be matenial to the Company's Financial Statements. # 4. 0then Assets 0then assets include advances paid to FiNRA neganding negistnation fees, centnal negistnation depositony usage and nenewal of the Company's membenship fee. As of Decemben 31, 2024, the pnepaid fees amounted to 5533,258 and ane included in Othen assets on the Statement of Financial Condition. The pnepaid fees ane amontized oven a peniod of 12 months and ane included as a component of Regulatony fees on the Statement of 0penations. # 5. Related-Panty Tnansactions The Company neceives 12b-1 and commissions nevenues fnom the FE Funds fon the distnibution of shares of the FE Funds. For the yean ended Decemben 31, 2024, total nevenue fnom 12b-1 and commissions nevenues wene \$66,927,142 and 51,831,058, nespectively, and neflected in the Statement of 0penations. Punsuant to a Punchase and Sales ASneement between the Company and the Panent, the Company sells centain neceivables due fnom the FE Funds each business day to the Panent as a fonm of facilitating cash settlement of its nevenue necognized from the FE Funds. The funds neceived fnom this Punchase and Sale Alneement ane subsequently disbunsed to non-aff iliated f inancial institutions fon the manketing and pnomotion of the FE Funds. Fon the yean ended Decemben 31,2024, neceivables totaling S66,921,142 wene sold to the Panent. Punsuant to the senvice agneement between FEAC and FEFD nelated to Annangement fees, FEFD eanned 93,728,254 in gnoss Annangement fees, and paid out 33,541,841 to FEAC. The net {13}------------------------------------------------ ## FEF DistnibutoPS, LLC Notes to Financial Statements December 31 ,2024 CONFIDENTIAL Annangement fees earned is neflected as a component of Othen income on the Statement of Operations. Receivables f nom the FE Funds as of Decemben 31, 2O24,were S301,855 of commissions neceivable. In addition, S15,990 of contingent defenned sales charges and 53,771 of 12b-1 neceivable ane neconded in Receivable fnom Panent on the Statement of Financial Condition. The Company pays monthly administnative fees to the Panent fon ongoing administnative senvices pnovided to the Company in accondance with the Senvice Agneement between the Company and the Panent. The fees allocated to the Company ane based on headcount, time spent by centain employees of the Panent, and the pencentages of wages, and include senvices such as pensonnel, nent, telecommunication, and conponate senvices. The total administnative fee incunned by the Company fon the yean ended Decemben 31,2024, was 5446,945 and is included in Administnative fees to the panent on the Statement of Openations. As of Decemben 31-,2024,the amount neceivable f nom Panent fon administnative senvices was S811 and is included as Receivable fnom Panent on the Statement of Financial Condition. The Company is allocated a pontion of occupancy nelated payments f nom the Panent, punsuant to the Senvice Agneement discussed above, based on squane footage occupied by relevant depantments involved with the Company multiplied by pencentages of wages, time spent, and othen allocations on the Company by centain employees of the Panent. This amount is neflected as a component of Administnative fees to the panent on the Statement of Openations. The Company does not have the night to obtain substantially all of the economic benef its f nom the use of the asset, non have the night to dinect how and fon what punposes the asset can be used. On Nrlanch 5,2024, the Company made a distnibution in the amount of 5500,000 to the panent. This nepnesents the withdnawal of centain excess capital. # 6 Regulatony Requinements The Company is a negistened bnoken-dealen and, accondingly, is subjected to Unifonm Net Capital Rule 15c3-1 (the'Rule') of the SEC and capital nules of FINRA. The Company has elected to use the Altennative Net Capital method penmitted by the Rule, which nequines the Company to maintain minimum 'net capital" equal to the gneaten of 5250,000 or 2o/o of aggnegate debit items anising f nom the nesenve f onmula, as def ined by the Rule. Net capital changes fnom day to day. As of Decemben 31, 2024,the Company had net capital of 51,975,743, nesulting in excess net capital of \$L,725,743. The minimum net capital nequinements may nestnict the payment of distnibutions. # 7. Indemnifications In the nonmal counse of business, the Company entens into contnacts that contain a vaniety of nepnesentations and wannanties that pnovide indemnifications unden centain cincumstances. The Company's maximum exposune unden these annangements is unknown, as this would involve f utune {14}------------------------------------------------ Notes to Financial Statements December 31 ,2024 CON FIDENTIAL claims that may be made af,ainst the Company that have not yet occunned. The Company expects the nisk of futune oblitation unden these indemnif ications to be nemote. I Subseq uent Events The Company evaluated all subsequent events, includinS the Company's ability to continue as a going concenn, fon potential necognition and/oe disclosune and concluded that thene wene no subsequent events thnough Febnuany 28,2025, the date of the f iling of this nepont, that would nequine disclosune in this nepont on would be nequined to be necognized in the financial statements as of Decemben 31, 2024. {15}------------------------------------------------ Supplemental Information {16}------------------------------------------------ Computation of Net Capital Pursuant to Rule 15c3-1 December 31, 2024 Schedule I CONFIDENTIAL | Total member's equity | | | S | 2,831,428 | |--------------------------------------------------------------|---|---------|---|-----------| | Deductions and/or charges: | | | | | | Nonallowable assets from Statement of Financial Condition: | | | | | | Commissions receivable | S | 301,855 | | | | Receivable from parent | | 20,572 | | | | Other assets | | 533,258 | | | | Total deductions and/or charges | | | | 855,685 | | | | | | | | Net capital before haircuts on proprietary positions | | | | 1.975.743 | | | | | | | | Haircuts on cash and cash equivalents | | | | | | Net capital | | | | 1,975,743 | | | | | | | | Required net capital, greater of: | | | | | | Minimum dollar requirement | S | 250.000 | | | | 2% of combined aggregate debit items as shown in Formula for | | | | | | Reserve Requirements pursuant to Rule 15c3-3 | | | | 250.000 | | | | | | | | Excess net capital | | | S | 1,725,743 | | | | | | | There are no material differences between the preceding computation included in the most recent unaudited Part II or IIA of Form X-17a-5 as of December 31, 2024. {17}------------------------------------------------ Supplemental Infonmation #### Gomputation for Determination of Reserve Requiroments under Rule 15c3-3 Schedule II #### December 3'|.,2024 The Company claimed an exemption fnom the computation of nesenve nequinements unden panagnaph (k)(2xi) of Rule 15c3-3 of the Secunities Exchange Act of 1934, as the Company is a limited punpose bnoken-dealen fon the distnibution of shanes of Mutual Funds and Intenval Fund, and may also engage in limited pnivate placements of secunities as wholesale placement agent. The Company did not hold customen accounts on neceive customen cash on secunities duning the yean-ended December 31-,2024. The Company is also nelying on Footnote 74 of the SEC Release No. 34-70073, adopting amendments to 17 C.F.R. \$ 240. 17a-5 fon effecting secunities tnansactions via subscniptions. #### Information Relating to Possession or Control Requirements Under Rule 15c3-3 Schedule III #### December 31,2024 The Company is exempt fnom the possession on contnol nequinements unden panagnaph (kX2)(i) of Rule 15c3-3 of the Secunities Exchange Act of 1934, as the Company is a limited punpose bnoken-dealen fon the distnibution of shanes of Mutual Funds and Intenval Fund, and may also engage in limited pnivate placements of secunities as wholesale placement agent. The Company did not hold customen accounts on neceive customen cash on secunities duning the yean-ended December 37,2024. The Company is also nelying on Footnote 74 of the SEC Release No. 34-70073, adoptinf amendments to 17 C.F.R. \$ 240. 17a-5 fon effecting secunities tnansactions via subscniptions. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.