FIRST EAGLE FUNDS
(FIRST EAGLE SMALL CAP OPPORTUNITY FUND)
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
INVESTMENT ADVISORY AGREEMENT
This Investment Advisory Agreement,
is entered
into as of July 1, 2021 by and
between FIRST EAGLE FUNDS,
a Delaware statutory trust (the "Trust")
with respect to
FIRST EAGLE SMALL CAP OPPORTUNITY FUND
(a series of the Trust
and referred to herein as the "Fund") and
FIRST EAGLE INVESTMENT MANAGEMENT, LLC, a
registered investment adviser organized
under the laws of the State of Delaware (the "Adviser").
WITNESSETH:
WHEREAS, the Trust is registered under the
Investment Company Act of 1940, as amended
(the "1940 Act");
WHEREAS, the Fund is a separate portfolio
and series of shares of the Trust with assets
and liabilities thereof limited to such portfolio
under the terms set out in Article III of the
Trust's Agreement and Declaration of Trust;
WHEREAS, the parties wish to enter into an investment
advisory agreement and act under such agreement;
NOW, THEREFORE, the parties agree as follows:
1. The Trust hereby appoints the Adviser to act as
investment adviser to the Fund, for the period and on
the terms set forth in this Agreement. The Adviser
accepts such appointment and agrees to render the
services herein described, for the compensation herein
provided.
2. Subject to the supervision of the Board of Trustees
of the Trust (the "Board of Trustees"), the Adviser
shall manage the investment operations of the Trust
and the Fund and the composition of the Fund's portfolio,
including the purchase, retention and disposition thereof,
in accordance with the Fund's investment objective, policies
and restrictions as stated in the Prospectus and Statement of
Additional Information of the Fund and subject to the
following understandings:
(a) The Adviser shall provide supervision of the Fund's
investments and determine from time to time what investments,
securities or commodity futures contracts and options thereon
("futures") will be purchased, retained, sold or loaned
by the Fund, and what portion of the assets will be
invested or held uninvested.
(b) The Adviser shall use its best judgment in the
performance of its duties under this Agreement.
(c) The Adviser, in the performance of its duties and
obligations under this Agreement, shall act in conformity
with the Agreement and Declaration of Trust,
the Prospectus and Statement of Additional Information
of the Fund and with the instructions and directions of the
Board of Trustees and will conform to and comply with
the requirements of the 1940 Act and all other applicable
federal and state laws and regulations.
(d) The Adviser shall determine the investments,
securities and futures to be purchased or sold by the
Fund and will place orders pursuant to its determinations
with or through such persons, brokers, dealers or futures
commission merchants (which may include affiliates of the Adviser)
in conformity with the policy with respect to brokerage as set
forth in the Fund's Prospectus and Statement of Additional
Information or as the Board of Trustees may direct from
time to time. In providing the Fund with investment management,
it is recognized that the Adviser will give primary consideration
to securing most favorable prices and efficient executions.
Consistent with this policy, the Adviser may consider the
financial responsibility, research and investment information
and other services provided by brokers, dealers or futures
commission merchants who may effect or be a party to any such
transaction or other transactions to which other clients of the
Adviser may be a party. It is understood that neither the Fund
nor the Adviser has adopted a formula for allocation of the Fund's
investment business. It is also understood that it is desirable
for the Fund that the Adviser have access to supplemental
investment and market research and security and economic
analysis provided by brokers or futures commission merchants
who may execute brokerage transactions at a higher cost to the
Fund than may result when allocating brokerage to other brokers
or futures commission merchants on the basis of seeking the most
favorable prices and efficient executions. Therefore, the Adviser
is authorized to place orders for the purchase and sale of
securities or futures for the Fund with such brokers or futures
commission merchants, subject to review by the Board of Trustees,
from time to time, with respect to the extent and continuation of
this practice. It is understood that the services provided by
such brokers or futures commission merchants may be useful
to the Adviser in connection with its services to other clients.
On occasions when the Adviser deems the purchase or sale of a
security or a futures contract to be in the best interest of the
Fund as well as other clients, the Adviser, to the extent
permitted by applicable laws and regulations, may, but shall be
under no obligation to, aggregate the securities or futures
contract to be so sold or purchased in order to obtain the
most favorable price or lower brokerage commissions and
efficient execution. In such event, allocation of the
securities or futures contract so purchased or sold, as
well as the expenses incurred in the transaction, will be
made by the Adviser in the manner it considers to be the
most equitable and consistent with its fiduciary obligations
to the Fund and to such other clients.
(e) The Adviser shall maintain all books and records with
respect to the Fund's portfolio transactions that the
Fund is required to keep under Rule 31a-1 under the 1940 Act.
(f) The Adviser shall provide the Fund on each business
day with information relating to all transactions
concerning the Fund's assets.
(g) The investment management services provided by
the Adviser hereunder are not to be deemed exclusive,
and the Adviser shall be free to render similar
services to others.
(h) Nothing herein shall prohibit the Board of Trustees
from approving the payment by the Trust of additional
compensation to others for consulting services,
supplemental research and security and economic analysis.
3. The Fund has delivered (or will deliver the same
as soon as available) to the Adviser copies of each
of the following documents and will deliver to it
all future amendments and supplements, if any:
(a) Certified resolutions of the Board of Trustees
authorizing the appointment of the Adviser and
approving the form of this Agreement;
(b) The Registration Statement under the 1940 Act,
as amended, on Form N-1A (the "Registration Statement"),
as filed with the Securities and Exchange Commission
(the "Commission") relating to the Fund and all
amendments thereto;
(c) The Fund's Notification of Registration of under
the 1940 Act on Form N-8A as filed with the
Commission and all amendments thereto; and
(d) Prospectus and Statement of Additional Information
of the Fund (such Prospectus and Statement of
Additional Information, as currently in effect and
as amended or supplemented, from time to time,
being herein called the "Prospectus").
4. The Adviser shall authorize and permit any
of its directors, officers and employees who
may be elected as directors or officers of the
Fund to serve in the capacities in which they
are elected. Services to be furnished by the
Adviser under this Agreement may be furnished
through the medium of any of such directors,
officers or employees.
5. The Adviser shall keep the Fund's books
and records required to be maintained by it
pursuant to paragraph 2 hereof. The Adviser
agrees that all records which it maintains
for the Fund are the property of the Fund and
it will surrender promptly to the Fund any of
such records upon the Fund's request. The Adviser
further agrees to preserve for the periods prescribed
by Rule 31a-2 of the Commission under the 1940 Act
any such records as are required to be maintained
by the Adviser pursuant to paragraph 2 hereof.
6. (a) For the services provided pursuant to this
Agreement by the Adviser, the Fund will pay monthly
an investment management fee at the annual rate of
0.85% of the average daily net assets of the Fund.
Net assets of the Fund shall be computed on such
days and at such time or times as described in the
Fund's then-current Prospectus and Statement of
Additional Information. Upon any termination of this
Agreement before the end of any month, the fee for
such part of a month shall be prorated and shall be
payable upon the date of termination of this Agreement.
(b) The Adviser will provide investment, advisory,
research and statistical facilities and all clerical
services relating to research, statistical and
investment work. (In this regard, and notwithstanding
anything in this Agreement to the contrary, it is
understood that this Agreement does not obligate
the Adviser to pay for the maintenance of the Trust's
general ledger and securities cost ledger or for
daily pricing of the Trust's securities.) The Adviser
will not be required hereunder to pay any expenses of
the Trust other than those above enumerated in this
paragraph 6(b). In particular, but without limiting the
generality of the foregoing, the Adviser will not be
required to pay hereunder: brokers' commissions; legal or
auditing expenses of the Trust or related to investments
and assets of the Trust; taxes or governmental fees;
any direct expenses of issue, sale, underwriting,
distribution, redemption or repurchase of the Trust's
securities; the expenses of registering or qualifying
securities for sale; the cost of preparing and
distributing reports and notices to stockholders;
the fees or disbursements of dividend, disbursing,
shareholder, transfer or other agent; or the fees or
disbursements of custodians of the Trust's assets.
For the avoidance of doubt, any service required by
the Trust that is not a responsibility of the Adviser
hereunder may be separately contracted with the
Adviser and its affiliates, in which case the Adviser
or such affiliate will be separately compensated.
7. The Adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered
by the Fund in connection with the matters to which
this Agreement relates, except a loss resulting
from a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any
award of damages shall be limited to the period
and the amount set forth in Section 36(b)(3) of
the 0000 Xxx) or a loss resulting from willful
misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from
reckless disregard by it of its obligations
and duties under this Agreement.
8. This Agreement shall continue for an
initial two-year term after the effective
date hereof and from year to year thereafter,
but only so long as such year to year continuance
is specifically approved at least annually in
conformity with the requirements of the 1940 Act;
provided, however, that this Agreement may be
terminated by the Fund at any time, without the
payment of any penalty, by the Board of Trustees
or by vote of a majority of the outstanding
voting interests (as defined in the 0000 Xxx)
of the Fund, or by the Adviser at any time,
without the payment of any penalty, on not
more than 60 days' nor less than 30 days' written
notice to the other party. This Agreement shall
terminate automatically in the event of its assignment
(as defined in the 0000 Xxx) by the Adviser.
9. Nothing in this Agreement shall limit or restrict
the right of any of the Adviser's directors, officers,
or employees who may also be a director, officer or
employee of the Fund to engage in any other business or
to devote time and attention in part to the management
or other aspects of any business, whether of a similar
or a dissimilar nature, nor limit or restrict the
Adviser's right to engage in any other business or
to render services of any kind to any other
corporation, firm, individual or association.
10. Except as otherwise provided herein or
authorized by the Board of Trustees, from time to time,
the Adviser shall for all purposes herein be
deemed to be an independent contractor and shall
have no authority to act for or represent the Fund
in any way or otherwise be deemed an agent of
the Fund.
11. During the term of this Agreement, the Fund
agrees to furnish the Adviser at its principal
office all prospectuses, proxy statements, reports to
Shareholders, sales literature, or other material
prepared for distribution to Shareholders of the
Fund or the public, which refer to the Adviser
in any way, prior to use thereof and not to use
such material if the Adviser reasonably objects
in writing within five business days (or such other
time as may be mutually agreed) after receipt
thereof. In the event of termination of this Agreement,
the Fund will continue to furnish to the Adviser
copies of any of the above-mentioned materials
which refer in any way to the Adviser.
Sales literature may be furnished to the Adviser
hereunder by first class or overnight mail,
facsimile transmission equipment or hand delivery.
The Fund shall furnish or otherwise make available
to the Adviser such other information
relating to the business affairs of the Fund
as the Adviser at any time, or from time to time,
reasonably requests in order to discharge its
obligations hereunder.
12. This Agreement constitutes the entire Agreement
between the parties with respect to the subject
matter hereof. This Agreement may be amended by
mutual consent, but the consent of the Fund must
be approved in conformity with the requirements
of the 1940 Act.
13. Any notice or other communication required
to be given pursuant to this Agreement shall be
deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Adviser
at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000,
Attention: General Counsel; or (2) to the Fund at
0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000,
Attention: Secretary.
14. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
Anything herein to the contrary notwithstanding,
this Agreement shall not be construed to require,
or to impose any duty upon, either of the parties
to do anything in violation of any applicable laws or regulations.
15. The Fund may use the name "First Eagle" in connection
with the name of the Fund or any variant thereof, only
for so long as this Agreement or any extension, renewal or
amendment hereof remain in effect, including any similar
agreement with any organization which shall have succeeded
to the Adviser's business as investment adviser, or the
Distribution and Services Agreement between the Fund and
FEF Distributors, LLC (the "Distributor") or any extension,
renewal or amendment thereof, remains in effect, including
any similar agreement with any organization which shall
have succeeded to the Distributor's business as distributor.
At such time as such Agreement shall no longer be in effect,
the Fund will (to the extent that it lawfully can) cease to
use such a name or any other name indicating that it is
advised by, managed by or otherwise connected with the Adviser,
the Distributor or any organization which shall have so succeeded
to such businesses. In no event shall the Fund use the names
"First Eagle Investment Management," or any variant thereof
if the Adviser's or Distributor's functions are transferred
or assigned to a company of which First Eagle Holdings, Inc.
does not have control. In the event that such Agreement shall
no longer be in effect or the Adviser's or Distributor's
functions are transferred or assigned to a company of
which First Eagle Holdings, Inc. does not have control,
the Fund shall use its best efforts to legally change
its name by filing the required documentation with
appropriate state and federal agencies.
16. If any occasion should arise in which the Adviser
gives any advice to its clients concerning the shares of
the Trust, the Adviser will act solely as investment counsel
for such clients and not in any way on behalf of the Trust
except to the extent that the Adviser is acting as
principal underwriter of the Shares of the Funds. In connection
with purchases or sales of portfolio securities for the account
of a Fund, neither the Adviser nor any of its Trustees,
officers or employees will act as a principal.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused
this instrument to be executed by their officers
designated below as of the day and year first above written.
FIRST EAGLE FUNDS
By:/s/
Name: XXXXXXX XXXXXXX
Title: Secretary
FIRST EAGLE INVESTMENT MANAGEMENT, LLC
By:/s/
Name: XXXXX XXXXXX
Title: President and CEO
