FIRST EAGLE FUNDS (FIRST EAGLE HIGH INCOME 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 HIGH INCOME FUND
(f/k/a First Eagle High Yield 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 Fund and the Adviser are parties to
an Investment Advisory Agreement entered into as
of December 1, 2015, as appended by that certain
fee waiver agreement between the Fund and the
Adviser, as amended, attached thereto as Appendix A,
and continued up to and including June 30, 2021
(the "Prior Agreement");
WHEREAS, the parties wish to enter into a new
investment advisory agreement reflecting a
reduction of the investment management fee
but otherwise substantially identical to the
terms of the Prior 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 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 0.45% 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 from
year to year, 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
