# FEF DISTRIBUTORS, LLC X-17A-5 (2026-03-10) — Broker-dealer annual report - Company: FEF DISTRIBUTORS, LLC - Form: X-17A-5 - Filed: 2026-03-10 - Period: 2025-12-31 - Accession: 0001075919-26-000002 - CIK: 1075919 - File #: 8-51483 - Type: Broker-dealer - Material weakness: No - Auditor: ERNST & YOUNG LLP - Auditor location: NEW YORK, NY - Contact: Sylvia Park - Phone: 2123735452 - Signed by: CHUN FONG (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1075919/000107591926000002/FEFD2025BS.pdf --- {0}------------------------------------------------ # FEF Distributors, ШС Statement of Financial Condition December 31, 2025 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 | | | OMB Number:3235{123
Explres: Nov. 30, 2026 | | | | Washlngton, D.C. 20549 | | Estimated averags burden
hourc per response: 12 | | | | ANNUAL REPORTS | | SEC FILE NUMBTR | | | | FORM X-17A-5 | | B-51483 | | | | PART III | | | | | | | | | | | | FACING PAGE
lnformatlon Required Purruant to Rules 17r-5, 17a-12, and 18a-7 under the Securltles Exchange Act of 19itrl | | | | | | 01 101 125 | | | | | FILING FOR THE PERIOD BEG
TNNTNG | AND ENDING
MM/DD/rY | | 12131 125 | | | | | | MM/DD/Y''r | | | | A. REGISTRANT IDENT! FICATION | | | | | NAME OF FIRM: | FEF Distri butors, LLC | | | | | WPE OF REGISTRANT (check all applicable boxes):
E Broker-dealer fJ Security-based swap dealer
D Check here if respondent is also an OTC derivatives dealer | | | n Major security-based swap participant | | | | 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 | 212-698-3451 | | | | | (Name) | | | Chu n. Fong@firsteag le.com
(Email Address) | | | | (Area Code - Telephone Number) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | Ernst & Young LLP | | | | | | | (Name - if individual, state last, first" and middle name) | | | | | One Manhattan | York
West
New | NY | 10001-8604 | | | (Address) | (Citv) | (State) | (Zip Code) | | | 1012012003 | 42 | | | | | Date | | | if | | | | FOR OFFICIAL USE ONLY | | | | | r Claims for exemption from | requirement that the annual reports be covered by the reports of an independent public | | | | accountant must be supported by a statement ol faas and circumstances relied on as the basis of the exemption. See 17 cFB 240.t7a-5(e)(11(ii), if applicaHe. Pcreons u,rho orc to rcrpond tothc collcctlon of lnformation conttlncd lnthls form lrc not rGqulrcd to rcrpond unlars ttcform dlsphys r currantly vrlid OMB control numbcr. {2}------------------------------------------------ ### OATH OR AFFIRMATION | l, Chun Fong | swear (or affirml that, to the best of my knowledge and belief, the | | |------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------|--| | financial report pertaining to the | firm of FEF Distrlbulors, LLC
. as of | | | December 31 | 2025 . is true and correct. I further swear (or affirm) that neither the company nor any | | | | psrtner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely | | | as that of a customer, | | | | | | | | | | | | Signature: | | | | |-----------------|--|--|--| | Title:
Chief | | | | # Thls flllng" contalns {check all applicable bores): - E (a) statement of financial condition. - E (b) Notes to consolidated statement of financial condition. - tr (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 S 210.1-02 of Regulation S-X). - tr (d) Statement of cash flows. - tr (e) Statement of changes in stockholders' or partners' or sole proprieto/s equity. - tr (f) Statement of dranges in liabilities subordinated to claims of creditors. - tr (g) Notes to consolidated financial statements. - tr (h)ComputationofnetcapitalunderlTCFR240.l5c3-1or17 CFR 240.18a-l,asapplicable. - tr (i) Computation of tangible net worth under 17 CFR 240.18a-2. - tr [] Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 24O.15c3-3. - tr (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 24O.L8a-4, as applicable. - tr (l) Computation for Determination of PAB Requirements under Exhibit A to \$ 240.15c3-3. - tr (m) lnformation relating to possession or control requirements for customers under 17 CFR 24O.15c3-3. - tr (n) lnformation relating to possession or control requirements for security-based swap customers under 17 CFR 2zlo.15c3-3{p)l2l ot 77 CFR 240.18a-4, as applicable. - tr (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CfR 24O.18a-2, as applicable, and the reserye requirements under 17 CFR 24O.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences erist. - tr (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - E (q) Oath or affirmation in accordance with 17 CfR 240.17a-5, 17 CFR 240.l7a-12, or 17 CFR 240-18a-7, as applicable. - n (rf Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 24O.18a-7, as applicable. - n (s) Exemption report in accordance with 17 CFR 24O.17a-5 or 17 CFR 24O.tBa-7 , as applicable. - E (t) lndependent public accountanfs report based on an examination of the staternent of financial condition. - n (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.18a-7, or 17 CFR 24O.77a-12, as applicable. - B (v) lndependent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 24O.17a-5 or 17 CFR 240.l8a-7, as applicable. - tr (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 1 7 CFR 24O.15c3-1e or 17 CFR 24}.l7a-12, as applicable. - tl (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR240.l7a-12(k). n (z) other \*rTo request confidentiol treotment of certoin portions of this filing, see 17 CFR 241.17o-5(e)(3) or 17 CFn 2aOJSo-7(d)(2), os opplicable. {3}------------------------------------------------ | Gontents | | |---------------------------------------------------------|-------| | Report of Independent Registered Public Accounting Firm | | | Statement of Financial Condition | | | Statement of Financial Condition | 2 | | Notes to Statement of Financial Condition | 3 - 7 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) Ernst & Young LLP One Manhattan West New York, NY 1 0001-8604 Tel: +1 212 773 3000 ey.com ### Report of Independent Registered Public Accounting Firm To the Member and the Directors of FEF Distributors, LLC ### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of FEF Distributors, LLC (the Company) as of December 31, 2025 and the related notes (the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company at December 31, 2025, in conformity with U.S. generally accepted accounting principles. ### Basis for Opinion This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement 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 statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, 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 statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. tu \* ruLL7 We have served as the Company's auditor since 2013. New York, NY February 27,2026 {5}------------------------------------------------ # FEF Distributors, LLC Statement of Financial Condition December 31, 2025 CONFIDENTIAL | Assets | | | |---------------------------------------|---|------------| | Cash and cash equivalents | S | 13,032,117 | | Commissions receivable | | 353,133 | | Receivable from parent | | 812,137 | | Other assets | | 610.399 | | Total assets | S | 14,807,786 | | | | | | Liabilities and Member's Equity | | | | Liabilities | | | | 12b-1 fees payable | S | 11.719.678 | | Payable to parent | | 10.040 | | Accounts payable and accrued expenses | | 93.119 | | Total liabilities | | 11,822,837 | | | | | | Member's equity | | | | | | 2,984,949 | | Total liabilities and member's equity | S | 14,807,786 | See notes to the statement of financial condition. {6}------------------------------------------------ ### FEF Distnibuto!'s, LLC Notes to Statement of Financial Condition December 31 ,2025 CONFIDENTIAL # 1. Ongan ization Nature of operations: FEF Distnibutons, LLC (the 'Company" on "FEFD') is a non-cleaning registened bnoken-dealen with the Securities and Exchange Commission ("SEC') and is a memben of the Financial Industny Regulatony Authonity ('FINRA'). The Company is a wholly owned subsidiany of Finst Eagle Investment Mana8ement, LLC (the 'Panent'). As of December 31, 2025, the Finst Eagle gnoup of mutual funds and intenval funds (collectively the 'FE Funds') consist of thinteen 1940 Act negistened funds: First Eagle Global Fund, Finst Eagle Overseas Fund, Finst Eagle U.S. Fund, Finst Eagle Gold Fund, Finst Eagle High Yield Municipal Fund, Finst Eagle Global Income Builden Fund, Finst Eagle Rising Dividend Fund, Finst Eagle Ovenseas Vaniable Fund, Finst Eagle Small Cap 0ppontunity Fund, First Eagle Global RealAssets Fund, Finst Eagle US SMID Cap Oppontunity Fund, Finst Eagle Shont Dunation Hith Yield tr/unicipal Fund and Finst Eagle Cone Plus tt/unicipal Fund ('Mutual Funds'), and thnee intenval funds: Finst Eagle Cnedit Oppontunities Fund, Finst Eagle Real Estate Debt Fund and Finst Eagle Tactical Municipal Oppontunities Fund ('lntenval Funds'). The Company also engages in pnivate placements of secunities solely as wholesale placement agent. The pnivate placement activities ane limited to advising on on facilitating the placement of dinect panticipation prognam secunities, effecting pnivate secunities offenings, and netail on institutional sales and tnading activities. The Company is engaged in a single line of business as a non-cleaning negistened bnoken dealen engaged in the distnibution of shanes of the FE Funds. The Company has identified its FINop as the chief openating decision maken ('CODM'), who uses nevenue to evaluate the nesults of the business, pnedominantly in the fonecasting pnocess, to manage the Company. Additionally, the CODVI uses excess net capital (see Note 5), which is not a measune of profit and loss, to make openational decisions while maintaining capital adequacy, such as whethen to neinvest pnof its on pay dividends. The Company's openations constitute a single openating segment and thenefone, a single nepontable segment, because the CODM manages the business activities usint infonmation of the Company as a whole. The accounting policies used to measune the pnof it and loss of the segment ane the same as those descnibed in footnote 2 - significant accounting policies. The Company derived 97 pencent of its total nevenues fnom the 12b-1 income eanned by pnoviding the distnibution and manketing suppont senvices to the FE Funds based on thein nespective pnospectuses. The Company is exempt f nom SEC Rule 15c3-3 unden panagnaph (k)(2)(i), as the Company is a bnokendealen limited to the distnibution of shanes of mutual funds and intenval fund, as well as pnivate placements of secunities solely as wholesale placement agent. The Company also does not hold customen accounts on neceive customer cash or secunities. The Company is also nelying on Footnote 74 of the SEC Release No. 34-70073, adopting amendments to 17 C.F.R. S 240. 17a-5 fon effecting secunities tnansactions via subscniptions. {7}------------------------------------------------ ### FEF Distributors. LLC Notes to Statement of Financial Condition December 31, 2025 CONFIDENTIAL - 2. Significant Accounting Policies - a) Basis of presentation: The Statement of Financial Condition 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 Board's ("FASB") Accounting Standards 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 Statement of Financial Condition 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 Statement of Financial Condition, 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 acquisition. Cash equivalents 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) 12b-1 receivable: The Company adopted the guidance under ASU 2014-09. The Company earns fees for providing certain ongoing distribution and marketing support services for the FE Funds based on their respective prospectuses. 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. As of December 31, 2025, 12b-1 receivable of \$798,726 is reflected as Receivable from parent, pursuant to a Purchase and Sales Agreement discussed in Note 4. - f) Commissions receivable: Included in Commissions revenues are underwriting retention, contingent deferred sales charges, early withdrawal charges, and 12b-1 fee commission, where there are no default dealers. On a semi-monthly basis, the Company earns underwriting retention as underwriter of FE Funds, including a contingent deferred sales charge on redemptions of Class A or Class C shares prior to specified holding period. These revenues are {8}------------------------------------------------ ### FEF Distributors, LLC ### Notes to Statement of Financial Condition December 31, 2025 CONFIDENTIAL derived from fees based on the purchases and redemptions of FE Funds'. 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 points on sales charges of Class A shares. The Credit Opportunities Fund may charge up to 250 basis points as a sales charge for Class A and A-2 shares. The other two interval funds do not charge commissions. Contingent deferred sales charge is a 1% fee charged on redemptions of Class C shares as applicable, prior to specified holding period. Purchases of \$250,000 or more in First Eagle Credit Opportunities Fund Class A and Class A-2 shares will be subject to an early withdrawal charge of 1.5%, if the shares are sold during the first 12 months after their purchase. The Company also receives quarterly 12b-1 fee commission payments where there are no default dealers. As of December 31, 2025, receivables from these fees were \$35,133, and are reflected in Commissions receivable. As of December 31, 2025, \$13,411 of contingent deferred sales charges related to revenue contracts are reflected as Receivable from parent on the Statement of Financial Condition. The Company adopted the Current Expected Credit Loss (CECL) guidance issued by the FASB as of January 1, 2020. Based on management estimate, an allowance was not required as of December 31, 2025. - g) 12b-1 fees: The Company pays 12b-1 fees to non-affiliated financial institutions for marketing, promotional and shareholder services on behalf of the FE Funds. The fees are based on contracted amounts and are paid monthly or quarterly, in accordance with the respective agreements. As of December 31, 2025, 12b-1 fees payable of \$11,719,678 is reflected on the Statement of Financial Condition. - h) Taxes: The Company is a single member limited liability company and is treated as a disregarded entity for tax purposes. The Company does not file any tax returns, but its taxable income is reported as part of the Parent's tax returns. Until August 14, 2025, the Parent was an LLC treated as a partnership and did not have tax liabilities in most jurisdictions but rather passed through its taxable income to its members. After August 15, 2025, the Parent is a Corporation. The Company follows the reporting requirements of ASU 2019-12, Income Taxes and therefore the Parent is not required to allocate tax expenses, if any, to the Company. #### 3 Contingencies In the normal course of business operations, the Company is subject to regulatory examinations or other inquiries. These matters could result in censures, fines or other sanctions, but the Company is unable to predict the outcome of these matters. However, management believes the outcome of any resulting actions will not be material to the Company's Statement of Financial Condition. #### 4. Other Assets Other assets include advances paid to FINRA regarding registration fees, central registration depository usage and renewal of the Company's membership fee. As of December 31, 2025, the {9}------------------------------------------------ # FEF DistributoPS, LLC ### Notes to Statement of Financial Condition December 31 ,2025 CON FIDENTIAL pnepaid fees amounted to 5583,400 and ane included in Othen assets on the Statement of Frnancial Condition. The pnepaid fees are genenally amortized oven a peniod of 12 months and ane included as a component of Regulatony fees on the Statement of Openations. 5. Related-Panty Tnansactions The Company neceives 12b-1 and commissions nevenues fnom the FE Funds fon the distnibution of shanes of the FE Funds. Punsuant to a Punchase and Sales Agneement 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 fnom the FE Funds. The funds neceived fnom this Punchase and Sale Agneement ane subsequently disbursed to non-aff iliated financial institutions fon the manketing and pnomotion of the FE Funds. Fon the yean ended Decemben 31,2025, neceivables totaling 575,719,142 wene sold to the Panent. Receivables f nom the FE Funds as of Decemben 31, 2025, wene 5353,133 of commissions neceivable. In addition, 513,411 of contingent defenned sales changes and S798,726 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 adminrstnative senvices pnovided to the Company in accondance with the senvice agneement between the Company and the Parent. The fees allocated to the Company ane based on headcount, time spent by centain employees of the Panent, and the pencentage of wages, and include senvices such as pensonnel, nent, telecommunication, and conponate senvices. As of Decemben 31, 2025, the amount payable to the Panent fon administnative senvices was 510,040 and is included as Payable to Panent on the Statement of Financial Condition. The Company is allocated a pontion of occupancy nelated payments fnom the Panent, punsuant to the senvice agneement discussed above, based on square footage occupied by nelevant departments 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 reflected as a component of Administrative fees to the Panent on the Statement of Operations. The Company does not have the night to obtain substantially all of the economic benef its from the use of the asset, non have the night to dinect how and fon what punposes the asset can be used. 0n June 24,2025, the Company made a distnibution in the amount of 51,000,000 to the Panent. This nepnesents the withdnawal of centain excess capital. {10}------------------------------------------------ # FEF Distributors, LLC ### Notes to Statement of Financia! Condition December 31 ,2025 CON FIDENTIAL # 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 fnom the nesenve fonmula, as def ined by the Rule. Net capital changes from day to day. As of December 31, 2O25,the Company had net capital of 51,209,280, nesulting in excess net capital of 5959,280. The minimum net capital nequinements may nestnict the payment of distnibutions. # 7. Indemnrf icatrons 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 futune claims that may be made against the Company that have not yet occurned. The Company expects the nisk of futune obligation unden these indemnif ications to be remote. # 8. Recent Accounting Pnonouncements The FASB issued an update to ASC 326 pnoviding a pnactical expedient f on estimating expected cnedit losses on curnent accounts neceivable and contnact assets unden ASC 606. The guidance simplif ies application by allowing entities to avoid extensive macnoeconomic analysis f on shont-tenm assets and, fon non-public entities, penmits an accounting policy election to consider post-balance sheet collection activity. The amendments aim to neduce cost and complexity f on all entities and ane effective fon f iscal yeans beginning aften Decemben 75,2025 (eanly adoption is penmitted). The Company has not eanly adopted and is assessing the impact on its f inancial statements. # 9. Subsequent Events The Company evaluated all subsequent events, including the Company's ability to continue as a going concenn, fon potential necognition and/or disclosune and concluded that thene wene no subsequent events thnough Febnuany 27 ,2026, 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 Statement of Financial Condition as of Decemben 31,2025. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.