EAGLE BAY ADVISORS LLC

Disclosure Brochure MARCH 26, 2025 Registered Investment Adviser 7 World Trade Center 250 Greenwich Street, 46th Floor New York, NY 10007 604 C. Hoare San Juan, PR 00907 www.eaglebayfamilyoffice.com (212) 634-7879 This brochure provides information about the qualifications and business practices of Eagle Bay Advisors LLC D.B.A. Eagle Bay Family Office (hereinafter “Eagle Bay” or the “Firm”). If you have any questions about the contents of this brochure, please contact the Firm at this telephone number listed above. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional is available on the SEC’s website at https://adviserinfo.sec.gov. The Firm is a registered investment information about the Firm is available on the SEC’s website at https//adviserinfo.sec.gov. The Firm is adviser. Registration does not imply any level of skill or training. a registered investment adviser. Registration does not imply any level of skill or training.  MARCH 26, 2025 Disclosure Brochure Disclosure Brochure Item 2. Material Changes In this Item, Eagle Bay is required to discuss any material changes that have been made to the brochure since the last annual amendment. Since the last amendment on December 26, 2024, no material change have been made. This brochure provides information about the qualifications and business practices of Eagle Bay. If you have any questions about the contents of this brochure, please contact the Firm at this telephone number listed above. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about the Firm is available on the SEC’s website at www.adviserinfo.sec.gov. The Firm is a registered investment adviser. Registration does not imply any level of skill or training.  Disclosure Brochure Eagle Bay Family Office Item 3. Table of Contents Item 2. Material Changes ............................................................................................................................. 2 Item 3. Table of Contents ............................................................................................................................ 3 Item 4. Advisory Business ............................................................................................................................ 4 Item 5. Fees and Compensation .................................................................................................................. 6 Item 6. Performance-Based Fees and Side-by-Side Management .............................................................. 8 Item 7. Types of Clients ............................................................................................................................... 8 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ....................................................... 9 Item 9. Disciplinary Information ................................................................................................................ 15 Item 10. Other Financial Industry Activities and Affiliations ..................................................................... 15 Item 11. Code of Ethics ............................................................................................................................. 15 Item 12. Brokerage Practices ..................................................................................................................... 16 Item 13. Review of Accounts ..................................................................................................................... 19 Item 14. Client Referrals and Other Compensation .................................................................................. 19 Item 15. Custody........................................................................................................................................ 19 Item 16. Investment Discretion ................................................................................................................. 20 Item 17. Voting Client Securities ............................................................................................................... 21 Item 18. Financial Information .................................................................................................................. 21 Page | 3  Disclosure Brochure Eagle Bay Family Office Item 4. Advisory Business Eagle Bay is a multi-family office that offers a variety of advisory services, which include investment advisory and family office services. Prior to Eagle Bay rendering any advisory services, clients are required to enter into one or more written agreements with Eagle Bay setting forth the relevant terms and conditions of the advisory relationship (the “Wealth Management Agreement”). Eagle Bay has been an investment adviser that is majority owned by Michael Nelson since June 12, 2015. As of December 31, 2024, Eagle Bay had $948,458,594 of assets under management, of which $917,282,767 was managed on a discretionary basis and $31,175,827 was managed on a non-discretionary basis. While this brochure generally describes the business of Eagle Bay, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or any other person who provides investment advice on Eagle Bay’s behalf and is subject to the Firm’s supervision or control. Family Office Services Eagle Bay offers clients a broad range of family office services, which may include any or all of the following functions: Investment Consulting Insurance Planning • Business Planning • Cash Flow Forecasting • Trust and Estate Planning • Financial Reporting • • • Retirement Planning • Risk Management • Charitable Giving • Distribution Planning • Tax Planning • Manager Due Diligence Page | 4  Disclosure Brochure Eagle Bay Family Office In performing these services, Eagle Bay is not required to verify any information received from the client or from the client’s other professionals (e.g., attorneys, accountants, etc.,) and is expressly authorized to rely on such information. Eagle Bay may recommend clients engage the Firm for additional related services and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists if clients engage Eagle Bay or its affiliates to provide additional services for compensation. Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act upon any of the recommendations made by Eagle Bay under the engagement. Clients are advised that it remains their responsibility to promptly notify the Firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Eagle Bay’s recommendations and/or services. Investment Advisory Services Eagle Bay manages client investment portfolios on a discretionary or non-discretionary basis. In addition, Eagle Bay may provide clients with wealth management services which generally/may include a broad range of comprehensive family office services as well as discretionary and/or non- discretionary management of investment portfolios. Eagle Bay primarily allocates client assets among various mutual funds, exchange-traded funds (“ETFs”), independent investment managers (“Independent Managers”) in accordance with their stated investment objectives. In addition, Eagle Bay may also recommend that certain eligible clients invest in privately placed securities, which may include debt, equity and/or interests in pooled investment vehicles (e.g., hedge funds). Where appropriate, the Firm may also provide advice about any type of legacy position or other investment held in client portfolios. Clients may engage Eagle Bay to manage and/or advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, Eagle Bay directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or the custodian designated by the product’s provider. Eagle Bay tailors its advisory services to meet the needs of its individual clients and seeks to ensure, on a continuous basis, that client portfolios are managed in a manner consistent with those needs and objectives. Eagle Bay consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. Clients are advised to promptly notify Eagle Bay if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients may impose reasonable restrictions or mandates on the management of their accounts if Eagle Bay determines, in its sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s Page | 5  Disclosure Brochure Eagle Bay Family Office management efforts. Use of Independent Managers As mentioned above, Eagle Bay may select certain Independent Managers to actively manage a portion of its clients’ assets. The specific terms and conditions under which a client engages an Independent Manager may be set forth in a separate written agreement with the designated Independent Manager. In addition to this brochure, clients may also receive the written disclosure documents of the respective Independent Managers engaged to manage their assets. Eagle Bay evaluates a variety of information about Independent Managers, which may include the Independent Managers’ public disclosure documents, materials supplied by the Independent Managers themselves and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent Managers’ investment strategies, past performance and risk results in relation to its clients’ individual portfolio allocations and risk exposure. Eagle Bay also takes into consideration each Independent Manager’s management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other factors. Eagle Bay continues to provide services relative to the discretionary or non-discretionary selection of the Independent Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Managers. Eagle Bay seeks to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. Eagle Bay utilizes recognized consultant(s) in the field in assisting in the selection and due diligence of Independent Managers. Item 5. Fees and Compensation Eagle Bay offers services on a fee basis, which may include fixed and/or hourly fees, as well as fees based upon assets under management or advisement. Family Office Services Eagle Bay offers family office services to clients under various fee arrangements that suit a client’s needs. Some families opt for a flat annual retainer fee, annual fees based on the value of assets under the Firm’s management, project-based fees, and hourly fee arrangements. These fees are negotiable, but generally range from $150 to $1,000 per hour when charged on an hourly basis and between 25 and 150 basis points (0.25% – 1.50%) when based on an asset- based arrangement. The amount of the fee depends upon the scope and complexity of the services and the professional rendering the family office services. Alternatively, the Firm may charge a fixed fee based upon the anticipated hours necessary for a project, in addition to the other factors mentioned above. If the client engages the Firm for additional investment advisory services, Eagle Bay may offset all or a portion of its fees for those services based upon the amount paid for the family office services. Page | 6  Disclosure Brochure Eagle Bay Family Office The terms and conditions of the family office services engagement are set forth in the Wealth Management Agreement and Eagle Bay. Investment Management Fees Eagle Bay offers investment management services for an annual fee based on the value of assets under the Firm’s management. This management fee generally varies between 50 and 150 basis points (0.50% – 1.50%) depending upon the size and composition of a client’s portfolio and the type of services rendered. The Investment Management Fee is prorated and paid monthly or quarterly in advance based upon the market value of the Assets as recently reported by Independent Managers, custodians or the client. The time between the date of the valuations and the receipt by Eagle Bay of valuation reports generally requires the Firm to use valuations from a previous period to calculate the current period’s fees. When certain assets are valued less frequently than monthly, Eagle Bay adjusts the most recent valuation estimates provided to the Firm by any intra- valuation period contributions or withdrawals to or from those assets. In the event the Wealth Management Agreement is terminated, the fee for the final billing period is prorated through the effective date of the termination and the outstanding or unearned portion of the fee is charged or refunded to the client, as appropriate. Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g., held-away assets, accommodation accounts, alternative investments, etc.), Eagle Bay may negotiate a fee rate that differs from the range set forth above. Fee Discretion Eagle Bay may, in its sole discretion, negotiate to charge a lesser fee based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing/legacy client relationship, account retention and pro bono activities. Additional Fees and Expenses In addition to the advisory fees paid to Eagle Bay, clients may also incur certain charges imposed by unaffiliated third parties such as broker-dealers, custodians, trust companies, banks and other financial institutions and Service providers (collectively, “Financial Institutions”). These additional charges may include brokerage commissions, transaction fees, custodial fees, unified managed account fees, reporting service fees, unified managed account platform fees, reporting fees, tax overlay fees, fees for third-party research, due diligence, and other services provided to us, fees attributable to alternative assets, fees charged by the Independent Managers, margin or other borrowing costs, charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer Page | 7  Disclosure Brochure Eagle Bay Family Office and electronic fund fees and other fees and taxes on brokerage accounts and securities transactions. The Firm’s brokerage practices are described at length in Item 12, below. Direct Fee Debit Clients generally provide Eagle Bay and/or certain Financial Institutions with the authority to directly debit their accounts for payment of fees. The Financial Institutions that act as the qualified custodian for client accounts, from which the Firm retains the authority to directly deduct fees, have agreed to send statements to clients not less than quarterly detailing all account transactions, including any amounts paid to Eagle Bay. Alternatively, clients may elect to have Eagle Bay send a separate invoice for direct payment. Account Additions and Withdrawals Clients may make additions to and withdrawals from their account at any time, subject to Eagle Bay’s right to terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or declines to accept particular securities into a client’s account. Clients may withdraw account assets on notice to Eagle Bay, subject to the usual and customary securities settlement procedures. However, the Firm generally designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a client’s investment objectives. Eagle Bay may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g., contingent deferred sales charges) and/or tax ramifications. Item 6. Performance-Based Fees and Side-by-Side Management A. Performance-Based Compensation Neither the Firm nor any supervised persons accept performance-based compensation. B. Side-by-Side Management “Side-by-Side Management” refers to a situation in which the same adviser manages accounts that are billed based only on a percentage of assets under management and at the same time manages other accounts for which fees are performance-based. This item does not apply to the Firm nor the Firm’s supervised persons. Item 7. Types of Clients Eagle Bay offers services to high net-worth individuals and families, trusts, estates, charitable organizations, corporations, and business entities. Minimum Account Requirements Eagle Bay does not impose a stated minimum fee or minimum portfolio value for starting and maintaining an investment management relationship. Certain Independent Managers may, however, impose more restrictive account requirements and billing practices from the Firm. In Page | 8  Disclosure Brochure Eagle Bay Family Office these instances, Eagle Bay may alter its corresponding account requirements and/or billing practices to accommodate those of the Independent Managers. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies The core elements of Eagle Bay’s investment strategy are: • determining the appropriate asset allocation for each client; and • selecting appropriate Portfolio Managers to implement the asset allocation In general, Eagle Bay’s strategy is based on the preservation of capital and generating strong risk adjusted returns through the use of a “multi-manager diversification” strategy. The Firm’s outsourced due diligence providers are responsible for the initial screening, interviewing, evaluating, selecting, and allocating assets to the various managers (including mutual fund, ETF, private fund and Independent Managers, together the “Portfolio Managers”). Eagle Bay’s Investment Committee utilizes this “multi-style, multi-manager” concept when identifying the most appropriate investment managers to recommend to clients. The outsourced due diligence providers, with periodic oversight of the Investment Committee, monitor the activities and performance of Portfolio Managers to ascertain adherence to stated investment goals and strategies and, based on the foregoing periodic evaluation of the portfolio. The asset allocation is determined by Eagle Bay’s view of the macroeconomic environment and a deep understanding of a client’s liquidity needs, risk tolerance and investment expectations. For each client, the asset allocation is further refined and customized based on the specific needs identified. There are no bounds limiting the portfolio customization. Eagle Bay uses a number of factors including discussions with clients and review of client documents to help assess specific client needs. Methods of Analysis The Firm may use the following methods when considering investment strategies and recommendations. Charting Review. Charting is a technical analysis that charts the patterns of stocks, bonds, and commodities to help determine buy and sell recommendations for clients. It is a way of gathering and processing price and volume information in a security by applying mathematical equations and plotting the resulting data onto graphs in order to predict future price movements. A graphical historical record assists the analyst in spotting the effect of key events on a security’s price, its performance over a period of time, and whether it is trading near its high, near its low or in between. Chartists believe that recurring patterns of trading, commonly referred to as indicators, can help them forecast future price movements. Fundamental Review. A fundamental analysis is a method of evaluating a company or security by Page | 9  Disclosure Brochure Eagle Bay Family Office attempting to measure its intrinsic value. Fundamental analysis attempts to determine the true value of a company or security by looking at all aspects of the company or security, including both tangible factors (e.g., machinery, buildings, land, etc.) and intangible factors (e.g., patents, trademarks, “brand” names, etc.). Fundamental analysis also involves examining related economic factors (e.g., overall economy and industry conditions, etc.), financial factors (e.g., company debt, interest rates, management salaries and bonuses, etc.), qualitative factors (e.g., management expertise, industry cycles, labor relations, etc.), and quantitative factors (e.g., debt- to-equity and price-to-equity ratios). The end goal of performing fundamental analysis is to produce a value that an investor can compare with the security's current price with the aim of determining what sort of position to take with that security (e.g., if underpriced, the security should be bought; if overpriced the security should sold). Fundamental analysis uses real data to evaluate a security's value. Although most analysts use fundamental analysis to value stocks, this method of valuation can be used for many types of securities. Technical Review. A technical analysis is a method of evaluating securities that analyzes statistics generated by market activity, such as past prices and volume. Technical analysis does not attempt to measure a security's intrinsic value, but instead uses past market data and statistical tools to identify patterns that can suggest future activity. Historical performance of securities and the markets can indicate future performance. Cyclical Review. A cyclical analysis assumes the market reacts in reoccurring patterns that can be identified and leveraged to provide performance. Cyclical analysis of economic cycles is used to determine how these reoccurring patterns, or cycles, affect the returns of a given investment, asset, or company. Cyclical analysis is a time-based assessment which incorporates past and present performance to determine future value. Cyclical analyses exist because the broad economy has been shown to move in cycles, from periods of peak performance to periods of low performance. The risks of this strategy are two-fold: (1) the markets do not always repeat cyclical patterns; and (2) if too many investors begin to implement this strategy, it changes the very cycles of which they are trying to take advantage. Economic Review. An economic analysis determines the economic environment over a certain time horizon. This involves following and updating historic economic data such as U.S. gross domestic product and consumer price index as well as monitoring key economic drivers such as employment, inflation, and money supply for the world’s major economies. Investment Strategies When implementing investment advice to clients, the Firm may employ a variety of strategies to best pursue the objects of clients. Depending on market trends and conditions, The Firm will employee any technique or strategy herein described, at the Firm’s discretion and in the best interests of the client. The Firm does not recommend any particular security or type of security. Instead, the Firm makes recommendations to meet a particular client’s financial objectives. There is inherent risk to any investment and clients may suffer loss of ALL OR PART of a principal Page | 10  Disclosure Brochure Eagle Bay Family Office investment. Long-Term Purchases. Long-term purchases are securities that are purchased with the expectation that the value of those securities will grow over a relatively long period, generally greater than one year. Long-term purchases may be affected by unforeseen changes in the company in which a client is invested or in the overall market. Long term trading is designed to capture market rates of both return and risk. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Due to its nature, the long-term strategy can expose clients to various other types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include, but are not limited to, inflation (purchasing power) risk, interest rate risk, economic risk, and political/regulatory risk. Short-Term Purchases. Short-term purchases are securities that are purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities’ short-term price fluctuations. Short-term trading generally holds greater risk. Frequent trading can affect investment performance due to increased brokerage fees and other transaction costs and taxes. Strategic Asset Allocation. Asset allocation is a combination of several different types of investments; typically, this includes stocks, bonds, and cash equivalents among various asset classes to achieve diversification. The objective of asset allocation is to manage risk and market exposure while still positioning a portfolio to meet financial objectives. Risk of Loss Investing inherently involves risk up to and including loss of the principal sum. Further, past performance of any security is not necessarily indicative of future results. Therefore, future performance of any specific investment or investment strategy based on past performance should not be assumed as a guarantee. The Firm does not provide any representation or guarantee that the financial goals of clients will be achieved. The potential return or gain and potential risk or loss of an investment varies, generally speaking, with the type of product invested in. Below is an overview of the types of products available on the market and the associated risks of each: General Risks. Investing in securities always involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives can or will be met. Past performance is in no way an indication of future performance. We also cannot assure that third parties will satisfy their obligations in a timely manner or perform as expected or marketed. Market Risks. Investing involves risk, including the potential loss of principal, and all investors Page | 11  Disclosure Brochure Eagle Bay Family Office should be guided accordingly. The profitability of a significant portion of Eagle Bay’s recommendations and/or investment decisions may depend to a great extent upon correctly assessing the future course of price movements of stocks, bonds and other asset classes. There can be no assurance that Eagle Bay will be able to predict those price movements accurately or capitalize on any such assumptions. Common Stocks. Investments in common stocks, both directly and indirectly through investment in shares of ETFs, may fluctuate in value in response to many factors, including, but not limited to, the activities of the individual companies, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject certain strategies to potential losses. During temporary or extended bear markets, the value of common stocks will decline, which could also result in losses for each strategy. Portfolio Turnover Risk. High rates of portfolio turnover could lower performance of an investment strategy due to increased costs and may result in the realization of capital gains. If an investment strategy realizes capital gains when it sells its portfolio investments, it will increase taxable distributions to you. High rates of portfolio turnover in a given year would likely result in short- term capital gains and under current tax law you would be taxed on short-term capital gains at ordinary income tax rates, if held in a taxable account. Non-Diversified Strategy Risk. Some investment strategies may be non-diversified (e.g., investing a greater percentage of portfolio assets in a particular issuer and owning fewer securities than a diversified strategy). Accordingly, each such strategy is subject to the risk that a large loss in an individual issuer will cause a greater loss than it would if the strategy held a larger number of securities or smaller positions sizes. Model Risk. Financial and economic data series are subject to regime shifts, meaning past information may lack value under future market conditions. Models are based upon assumptions that may prove invalid or incorrect under many market environments. We may use certain model outputs to help identify market opportunities and/or to make certain asset allocation decisions. There is no guarantee any model will work under all market conditions. For this reason, we include model related results as part of our investment decision process but we often weigh professional judgment more heavily in making trades or asset allocations. Mutual Funds and ETFs. An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund- level capital gains, as mutual funds and ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, Page | 12  Disclosure Brochure Eagle Bay Family Office purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a mutual fund’s shares may differ significantly from the NAV during periods of market volatility, which may, among other factors, lead to the mutual fund’s shares trading at a premium or discount to actual NAV. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least once daily for indexed based ETFs and potentially more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 20,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares. Use of Independent Managers. As stated above, Eagle Bay may select certain Independent Managers to manage a portion of its clients’ assets. In these situations, Eagle Bay continues to conduct ongoing due diligence of such managers, but such recommendations rely to a great extent on the Independent Managers’ ability to successfully implement their investment strategies. In addition, Eagle Bay generally may not have the ability to supervise the Independent Managers on a day-to-day basis. Use of Private Collective Investment Vehicles. Eagle Bay recommends that certain clients invest in privately placed collective investment vehicles (e.g., hedge funds, private equity funds, etc.). The managers of these vehicles have broad discretion in selecting the investments. There are few limitations on the types of securities or other financial instruments which may be traded and no requirement to diversify. Hedge funds may trade on margin or otherwise leverage positions, thereby potentially increasing the risk to the vehicle. In addition, because the vehicles are not registered as investment companies, there is an absence of regulation. There are numerous other risks in investing in these securities. Clients should consult each fund’s private placement memorandum and/or other documents explaining such risks prior to investing. Inflation, Currency, and Interest Rate Risks. Security prices and portfolio returns will likely vary in response to changes in inflation and interest rates. Inflation causes the value of future dollars to be worth less and may reduce the purchasing power of an investor’s future interest payments and principal. Inflation also generally leads to higher interest rates, which in turn may cause the value of many types of fixed income investments to decline. In addition, the relative value of the U.S. dollar-denominated assets primarily managed by The Firm may be affected by the risk that currency devaluations affect Client purchasing power. Liquidity Risk. Liquidity is the ability to readily convert an investment into cash to prevent a loss, realize an anticipated profit, or otherwise transfer funds out of the particular investment. Generally, investments are more liquid if the investment has an established market of purchasers Page | 13  Disclosure Brochure Eagle Bay Family Office and sellers, such as a stock or bond listed on a national securities exchange. Conversely, investments that do not have an established market of purchasers and sellers may be considered illiquid. Your investment in illiquid investments may be for an indefinite time, because of the lack of purchasers willing to convert your investment to cash or other assets. Legislative and Tax Risk. Performance may directly or indirectly be affected by government legislation or regulation, which may include, but is not limited to: changes in investment advisor or securities trading regulation; change in the U.S. government’s guarantee of ultimate payment of principal and interest on certain government securities; and changes in the tax code that could affect interest income, income characterization and/or tax reporting obligations, particularly for options, swaps, master limited partnerships, Real Estate Investment Trust, Exchange Traded Products/Funds/Securities. We do not engage in tax planning, and in certain circumstances a Client may incur taxable income on their investments without a cash distribution to pay the tax due. Clients and their personal tax advisors are responsible for how the transactions in their account are reported to the IRS or any other taxing authority. Foreign Investing and Emerging Markets Risk. Foreign investing involves risks not typically associated with U.S. investments, and the risks maybe exacerbated further in emerging market countries. These risks may include, among others, adverse fluctuations in foreign currency values, as well as adverse political, social, and economic developments affecting one or more foreign countries. In addition, foreign investing may involve less publicly available information and more volatile or less liquid securities markets, particularly in markets that trade a small number of securities, have unstable governments, or involve limited industry. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws or tax withholding requirements, unique trade clearance or settlement procedures, and potential difficulties in enforcing contractual obligations or other legal rules that jeopardize shareholder protection. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Information Security Risk. We may be susceptible to risks to the confidentiality and security of its operations and proprietary and customer information. Information risks, including theft or corruption of electronically stored data, denial of service attacks on our website or websites of our third-party service providers, and the unauthorized release of confidential information are a few of the more common risks faced by us and other investment advisers. Data security breaches of our electronic data infrastructure could have the effect of disrupting our operations and compromising our customers' confidential and personally identifiable information. Such breaches could result in an inability of us to conduct business, potential losses, including identity theft and theft of investment funds from customers, and other adverse consequences to customers. We have taken and will continue to take steps to detect and limit the risks associated with these threats. Tax Risks. Tax laws and regulations applicable to an account with The Firm may be subject to Page | 14  Disclosure Brochure Eagle Bay Family Office change and unanticipated tax liabilities may be incurred by an investor as a result of such changes. In addition, customers may experience adverse tax consequences from the early assignment of options purchased for a customer's account. Customers should consult their own tax advisers and counsel to determine the potential tax-related consequences of investing. Advisory Risk. There is no guarantee that our judgment or investment decisions on behalf of particular any account will necessarily produce the intended results. Our judgment may prove to be incorrect, and an account might not achieve her investment objectives. In addition, it is possible that we may experience computer equipment failure, loss of internet access, viruses, or other events that may impair access to accounts’ custodians’ software. The Firm and its representatives are not responsible to any account for losses unless caused by The Firm breaching our fiduciary duty. Dependence on Key Employees. An accounts success depends, in part, upon the ability of our key professionals to achieve the targeted investment goals. The loss of any of these key personnel could adversely impact the ability to achieve such investment goals and objectives of the account. Item 9. Disciplinary Information Eagle Bay nor its management persons have not been involved in any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of its management. Item 10. Other Financial Industry Activities and Affiliations This item requires investment advisers to disclose certain financial industry activities and affiliations. This item does not apply to the Firm nor any management persons. Item 11. Code of Ethics Eagle Bay has adopted a code of ethics in compliance with applicable securities laws (“Code of Ethics”) that sets forth the standards of conduct expected of its Supervised Persons. Eagle Bay’s Code of Ethics contains written policies reasonably designed to prevent certain unlawful practices such as the use of material non-public information by the Firm or any of its Supervised Persons and the trading by the same of securities ahead of clients in order to take advantage of pending orders. The Code of Ethics also requires certain of Eagle Bay’s personnel to report their personal securities holdings and transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited offerings). However, the Firm’s Supervised Persons are permitted to buy or sell securities that it also recommends to clients if done in a fair and equitable manner that is consistent with the Firm’s policies and procedures. This Code of Ethics has been established recognizing that some securities trade in sufficiently broad markets to permit transactions by certain personnel to be completed without any appreciable impact on the markets of such securities. Therefore, under Page | 15  Disclosure Brochure Eagle Bay Family Office limited circumstances, exceptions may be made to the policies stated below. When the Firm is engaging in or considering a transaction in any security on behalf of a client, no Supervised Person with access to this information may knowingly effect for themselves or for their immediate family (i.e., spouse, minor children and adults living in the same household) a transaction in that security unless: • • the transaction has been completed; the transaction for the Supervised Person is completed as part of a batch trade with clients; or • a decision has been made not to engage in the transaction for the client. These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. Clients and prospective clients may contact Eagle Bay to request a copy of its Code of Ethics. Item 12. Brokerage Practices Recommendation of Broker/Dealers for Client Transactions Eagle Bay generally recommends that clients utilize the custody, brokerage and clearing services of National Financial Services LLC (“Fidelity”) for investment management accounts. Factors which Eagle Bay considers in recommending Fidelity, or any other broker-dealer, to clients include their respective financial strength, reputation, execution, pricing, research and service. Fidelity may enable the Firm to obtain many mutual funds without transaction charges and other securities at nominal transaction charges. The commissions and/or transaction fees charged by Fidelity may be higher or lower than those charged by other Financial Institutions. The commissions paid by Eagle Bay’s clients to Fidelity, or any other broker-dealer, comply with the Firm’s duty to obtain “best execution.” Clients may pay commissions that are higher than another qualified Financial Institution might charge to effect the same transaction where Eagle Bay determines that the commissions are reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution’s services, including among others, the value of research provided, execution capability, commission rates and responsiveness. Eagle Bay seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. Transactions may be cleared through other broker-dealers with whom the Firm and its custodians have entered into agreements for prime brokerage clearing services. Should an account make use Page | 16  Disclosure Brochure Eagle Bay Family Office of prime brokerage, the Client may be required to sign an additional agreement, and additional fees are likely to be charged. Consistent with obtaining best execution, brokerage transactions may be directed to certain broker/dealers in return for investment research products and/or services which assist Eagle Bay in its investment decision- making process. Such research generally will be used to service all of the Firm’s clients, but brokerage commissions paid by one client may be used to pay for research that is not used in managing that client’s portfolio. The receipt of investment research products and/or services as well as the allocation of the benefit of such investment research products and/or services poses a conflict of interest because Eagle Bay does not have to produce or pay for the products or services. Eagle Bay periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain best execution. Software and Support Provided by Financial Institutions Eagle Bay may receive without cost from Fidelity, or any other broker-dealer, computer software and related systems support, which allow Eagle Bay to better monitor client accounts maintained at Fidelity. Eagle Bay may receive the software and related support without cost because the Firm renders investment management services to clients that maintain assets at Fidelity. The software and support is not provided in connection with securities transactions of clients (i.e., not “soft dollars”). The software and related systems support may benefit Eagle Bay, but not its clients directly. In fulfilling its duties to its clients, Eagle Bay endeavors at all times to put the interests of its clients first. Clients should be aware, however, that Eagle Bay’s receipt of these benefits from a broker/dealer creates a conflict of interest since these benefits may influence the Firm’s choice of broker/dealer over another that does not furnish similar software, systems support or services. Specifically, Eagle Bay may receive the following benefits from Fidelity, or any other broker-dealer: • Receipt of duplicate client confirmations and bundled duplicate statements; • Access to a trading desk that exclusively services its institutional traders; • Access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and • Access to an electronic communication network for client order entry and account information. Brokerage for Client Referrals Eagle Bay does not consider, in selecting or recommending broker/dealers, whether the Firm receives client referrals from the Financial Institutions or other third party. Directed Brokerage The client may direct Eagle Bay in writing to use a particular Financial Institution to execute some Page | 17  Disclosure Brochure Eagle Bay Family Office or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account with that Financial Institution and the Firm will not seek better execution services or prices from other Financial Institutions or be able to “batch” client transactions for execution through other Financial Institutions with orders for other accounts managed by Eagle Bay (as described above). As a result, the client may pay higher commissions or other transaction costs, greater spreads or may receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to its duty of best execution, Eagle Bay may decline a client’s request to direct brokerage if, in the Firm’s sole discretion, such directed brokerage arrangements would result in additional operational difficulties. Trade Aggregation Transactions for each client generally will be effected independently, unless Eagle Bay or the Independent Managers decide to purchase or sell the same securities for several clients at approximately the same time. Eagle Bay may (but is not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Firm’s clients differences in prices and commissions or other transaction costs that might not have been obtained had such orders been placed independently. Under this procedure, transactions will generally be averaged as to price and allocated among Eagle Bay’s clients pro rata to the purchase and sale orders placed for each client on any given day. To the extent that the Firm determines to aggregate client orders for the purchase or sale of securities, including securities in which Eagle Bay’s Supervised Persons may invest, the Firm generally does so in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. Eagle Bay does not receive any additional compensation or remuneration as a result of the aggregation. In the event that the Firm determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which may include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, the Firm may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis. Page | 18  Disclosure Brochure Eagle Bay Family Office Item 13. Review of Accounts Account Reviews Eagle Bay monitors client portfolios on a continuous and ongoing basis while regular account reviews are conducted on at least a quarterly basis. Such reviews are conducted by the Firm’s Principal. All investment advisory clients are encouraged to discuss their needs, goals and objectives with Eagle Bay and to keep the Firm informed of any changes thereto. The Firm contacts ongoing investment advisory clients at least annually to review its previous services and/or recommendations and to discuss the impact resulting from any changes in the client’s financial situation and/or investment objectives. Account Statements and Reports Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions where their assets are held in custody. From time-to-time or as otherwise requested, clients may also receive written or electronic reports from Eagle Bay and/or an outside service provider, which contain certain account and/or market-related information, such as an inventory of account holdings or account performance. Clients should compare the account statements they receive from their custodian with any documents or reports they receive from Eagle Bay or an outside service provider. Item 14. Client Referrals and Other Compensation Eagle Bay may engage with independent solicitors to provide client referrals. If a client is referred to Eagle Bay by a solicitor, this practice is disclosed to the client in writing by the solicitor. Eagle Bay pays the solicitor a portion of the fees earned for advising the referred client. The use of solicitors is strictly regulated under applicable federal and state law. Eagle Bay fully complies with the requirements of Rule 206(4)-1, under the Investment Advisers Act of 1940, as amended, and similar state rules, as applicable. Item 15. Custody The Wealth Management Agreement and/or the separate agreement with any Financial Institution generally authorize Eagle Bay and/or the Financial Institutions to debit client accounts for payment of fees and to directly remit those funds to the Firm and/or the Financial Institutions in accordance with applicable custody rules. The Financial Institutions that act as the qualified custodian for client accounts, from which the Firm retains the authority to directly deduct fees, have agreed to send statements to clients not less than quarterly detailing all account transactions, including any amounts paid to Eagle Bay. In addition, as discussed in Item 13, Eagle Bay may also send periodic supplemental reports to clients. Clients should carefully review the statements sent directly by the Financial Institutions and compare them to those received from Eagle Bay. On February 21, 2017, the SEC issued a no-action letter (“Letter”) with respect to the Rule 206(4)- Page | 19  Disclosure Brochure Eagle Bay Family Office 2 (“Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). The letter provided guidance on the Custody Rule as well as clarified that an adviser who has the power to disburse client funds to a third party under a standing letter of authorization (“SLOA”) is deemed to have custody. As such, our firm has adopted the following safeguards in conjunction with our custodians: • The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. • The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. • The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization and provides a transfer of funds notice to the client promptly after each transfer. The client has the ability to terminate or change the instruction to the client’s qualified custodian. • • The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. • The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. • The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Item 16. Investment Discretion Eagle Bay may be given the authority to exercise discretion on behalf of clients. Eagle Bay is considered to exercise investment discretion over a client’s account if it can effect and/or direct transactions in client accounts without first seeking their consent. Eagle Bay is given this authority through a power-of-attorney included in the agreement between Eagle Bay and the client. Clients may request a limitation on this authority (such as certain securities not to be bought or sold). Eagle Bay takes discretion over the following activities: • The securities to be purchased or sold; • The amount of securities to be purchased or sold; • When transactions are made; and • The Independent Managers to be hired or fired. Page | 20  Disclosure Brochure Eagle Bay Family Office Item 17. Voting Client Securities Eagle Bay generally does not accept the authority to vote a client’s securities (i.e., proxies) on their behalf. Clients receive proxies directly from the Financial Institutions where their assets are custodied and may contact the Firm at the contact information on the cover of this brochure with questions about any such issuer solicitations. Item 18. Financial Information Eagle Bay is not required to disclose any financial information due to the following: • The Firm does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of services rendered; • The Firm does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients; and • The Firm has not been the subject of a bankruptcy petition at any time during the past ten years. Page | 21