FIRST EAGLE FUND OF AMERICA, INC.
SERVICES AGREEMENT
This Agreement is made as of November 1, 1995, between Xxxxxxx and X.
Xxxxxxxxxxxx, Inc. ("A&SB"), a New York corporation, each registered investment
company ("Fund Company") that has executed Schedule I, on its own behalf and on
behalf of each of the series or classes of shares, if any, listed on Schedule I,
as amended from time to time (such series or classes being referred to as the
"Fund(s)") has executed this Agreement. In the event that there are no series or
classes of shares listed on Schedule I, the term "Fund(s)" shall mean "Fund
Company."
WHEREAS the Fund Company wishes to have A&SB perform certain shareholder
communication and other services for each Fund; and
WHEREAS A&SB is willing to perform such services on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
set forth below, the parties agree as follows:
1. SERVICES
A. During the term of this Agreement, A&SB shall perform the services set
forth on Exhibit A hereto, as such exhibit may be amended from time to time by
the mutual consent of the parties (the "Services").
B. The parties acknowledge and agree that the Services under this Agreement
are not the services of an underwriter or a principal underwriter of any Fund
within the meaning of the Securities Act of 1933, as amended, or the Investment
Company Act of 1940, as amended.
2. FEES
For the Services, A&SB shall receive a fee (the "Fee") which shall be
calculated and paid in accordance with Exhibit B hereto. Should Exhibit A be
amended to revise the Services, the parties shall also amend Exhibit B, if
necessary, in order to reflect any changes in the Fee.
3. INDEMNIFICATION
A. A&SB shall indemnify and hold harmless the Fund Company and their
directors, officers, employees and agents (the "Indemnified Parties") from and
against any and all losses, claims, liabilities and expenses (including
reasonable attorney's fees) ("Losses") incurred by any of them arising out of
A&SB's willful misfeasance, bad faith or gross negligence in the performance of,
or failure to perform, its obligations under this Agreement, except to the
extent such Losses result from the willful misconduct, negligence or breach of
this Agreement by an Indemnified Party.
B. No party shall be liable for any special, consequential or incidental
damages.
4. INFORMATION TO BE SUPPLIED
The Funds shall provide to A&SB:
(i) Certified resolutions of the Board of Directors of each Fund
authorizing the Fund to enter into this Agreement; and
(ii) A copy of the then-current prospectus and statement of additional
information of each Fund and any amendments to or changes in the Fund's
prospectus or statement of additional information as soon as practicable after
such amendments or changes become available.
5. NONEXCLUSIVITY
Each Party acknowledges that the other may enter into agreements similar to
this Agreement with other parties for the performance of services similar to
those to be provided under this Agreement, unless otherwise agreed to in writing
by the parties.
6. ASSIGNABILITY
This Agreement is not assignable by any party without the other parties'
prior written consent and any attempted assignment in contravention hereof shall
be null and void.
7. EXHIBITS AND SCHEDULES
All Exhibits and Schedules attached to this Agreement, as they may be
amended from time to time, are by this reference incorporated into and made a
part of this Agreement.
8. GOVERNING LAW
This Agreement will be governed by the laws of the State of New York.
9. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
will be deemed an original, but all of which together shall constitute one and
the same instrument.
10. EFFECTIVENESS AND TERMINATION OF THE AGREEMENT
A. This Agreement will become effective as to a Fund as of the later of (i)
the date set forth on Schedule I opposite the name of the Fund or (ii) such
later date as A&SB may in its discretion designate.
B. This Agreement may be terminated as to a Fund by any party (i) upon
60 days' written notice to the other parties.
IN WITNESS WHEREOF, the parties have executed this Agreement by a duly
authorized representative of the parties hereto.
XXXXXXX AND X. XXXXXXXXXXXX, INC.
/s/ Xxxxx X. Xxxxxxx
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By: Xxxxx X. Xxxxxxx, Co-Chairman
FIRST EAGLE FUND OF AMERICA, INC.
/s/ Xxxxxx X. Xxxx
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By: Xxxxxx X. Xxxx, President
EXHIBIT A
SERVICES
Respond to customer inquiries regarding, among other things, share prices,
account balances, dividend amounts and dividend payment dates and perform any
other shareholder communication and liaison services.
Coordinate custodial and transfer agency services.
Monitor Fund compliance with state and federal requirements and the Fund's
investment restrictions.
SCHEDULE I
Fund Company hereby agrees to become a party to this Agreement, on its own
behalf and on behalf of each fund listed on Schedule I hereto, as amended from
time to time.
Fund Date
---- ----
FIRST EAGLE FUND OF AMERICA, INC.
/s/ Xxxxxx X. Xxxx
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By: Xxxxxx X. Xxxx, President
Accepted by Xxxxxxx and S. Bleichroeder, Inc.
/s/ Xxxxx X. Xxxxxxx
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By: Xxxxx X. Xxxxxxx, Co-Chairman
EXHIBIT B
CALCULATION OF FEE
The fee paid for the services provided shall be .25% per annum of the
average daily net asset value of the Fund, payable quarterly.
