March 23, 2022
First Eagle Credit Opportunities Fund
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Amended and Restated Expense Limitation for First
Eagle Credit Opportunities Fund (the "Fund")
Dear First Eagle Credit Opportunities Fund:
First Eagle Investment Management, LLC (the
"Investment Adviser") and the Fund hereby confirm their
agreement as follows, which supersedes and replaces in full the
corresponding agreements approved by the Fund on September 11,
2020, September 20, 2020, April 27, 2021 and December 1, 2021
(the "Preceding Agreements") during the Limitation Period (as
defined below). For the avoidance of doubt, nothing herein shall
amend, alter or supersede the ability of the Investment Adviser to
seek reimbursement or repayment under the Preceding
Agreements.
For the periods noted on Schedule A attached hereto (each
a "Limitation Period"), the Investment Adviser agrees to waive
fees and/or reimburse annual operating expenses (excluding
interest, taxes, brokerage commissions, acquired fund fees and
expenses, dividend and interest expenses relating to short sales, and
extraordinary expenses, if any) ("Annual Operating Expenses") so
that the Annual Operating Expenses of each respective Class of the
Fund's shares are limited to the respective rate per annum, as noted
on Schedule A, of that respective Class' average daily net assets
(each an "Expense Limitation"). Commitment fees relating to
borrowings are treated as interest for purposes of this section.
The Fund agrees to repay the Investment Adviser out of
assets attributable to its respective Class noted on Schedule A for
any fees waived or expenses reimbursed by the Investment Adviser
pursuant to the terms of this letter, provided that the repayment
does not cause that Class' Annual Operating Expenses to exceed
the expense limitation in place at the time the fees were waived
and/or the expenses were reimbursed, or the expense limitation in
place at the time the Fund repays the Investment Adviser,
whichever is lower. Any such repayment must be made within
three years after the date in which the Fund incurred the expense.
The Investment Adviser understands that it shall look only
to the assets attributable to the respective Class of the Fund for
performance of this Agreement and for payment of any claim the
Investment Adviser may have hereunder, and no other Class of the
Fund, nor any of the Trust's trustees, officers, employees, agents,
or shareholders, whether past, present or future, shall be personally
liable therefor.
This Agreement is made and is to be performed principally
in the State of New York, and except insofar as the Investment
Company Act of 1940, as amended, or other federal laws and
regulations may be controlling, this Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the
State of New York. Any amendment to this Agreement shall be in
writing signed by the parties hereto, and requires approval of the
Board of Trustees of the Trust, including a majority of the Trustees
who are not "interested persons" of the Trust as that term is defined
in the Investment Company Act of 1940.
If you are in agreement with the foregoing, please sign the
form of acceptance on the enclosed counterpart hereof and return
the same.
FIRST EAGLE CREDIT OPPORTUNITIES FUND
By:
Name: Xxxxxxx X. Xxxxxxx
Title: Secretary and Deputy General Counsel
Agreed and Acknowledged:
FIRST EAGLE INVESTMENT MANAGEMENT, LLC
By:
Name: Xxxxx Xxxxxx
Title: President and Chief Executive Officer
SCHEDULE A
Class Limitation Period Expense Limitation
A 4/30/22 through 4/30/2024 2.25%
A-2 5/31/22 through 4/30/2024 2.75%
I 4/30/22 through 4/30/2024 2.00%
