FIRST EAGLE FUNDS, INC.
AMENDED AND RESTATED RULE 12b-1 DISTRIBUTION SERVICE
PLAN AND AGREEMENT
CLASS A AND CLASS C SHARES
AMENDED AND RESTATED Rule 12b-1 DISTRIBUTION SERVICE PLAN AND AGREEMENT
dated March 12, 2003 (the "Plan") between First Eagle Funds, Inc., a Maryland
corporation (the "Company"), and ASB Securities, LLC, a Delaware limited
liability company ("ASB Securities").
The Company is an open-end management investment company and is
registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act"). The Company currently offers shares of five separate portfolios:
First Eagle Global Fund, ("Global Fund"), First Eagle Overseas Fund, ("Overseas
Fund"), First Eagle Gold Fund ("Gold Fund"), First Eagle U.S. Value Fund ("U.S.
Value Fund") and First Eagle Fund of America. This Amended and Restated Rule
12b-1 Distribution Service Plan and Agreement relates to each of these
portfolios other than First Eagle Fund of America, which has a separate plan and
agreement. ASB Securities acts as the principal underwriter of the Company
pursuant to an Underwriting Agreement dated as of February 18, 2000.
As permitted by Rule 12b-1 (the "Rule") under the 1940 Act, the Company
has adopted a Distribution Service Plan and Agreement for Class A shares and
Class C shares of the Global Fund, Overseas Fund, Gold Fund (Class A shares
only) and U.S. Value Fund pursuant to which (i) each of these Funds may make
certain payments to ASB Securities for expenses incurred in connection with the
distribution and service of the Class A shares of such Funds and (ii) each of
these Funds (other than the Gold Fund) may make certain payments to ASB
Securities for expenses incurred in connection with the distribution and service
of the Class C shares of such Funds. The Company now desires to extend the
coverage of the Plan to the Class C shares of Gold Fund.
Accordingly, the Company hereby adopts this Plan, and the parties
hereto enter into this Plan, on the following terms and conditions:
1. Each of the Funds shall pay ASB Securities a distribution-related
fee as well as service fees, if any, on the first business day of each
month based upon the average daily value of such Fund's net assets
attributable to such Fund's Class A and Class C shares, respectively (as
determined on each business day at the time set forth in such Fund's
currently effective prospectus for determining net asset value per share)
during the preceding month and shall be calculated at an annual rate of
0.25% in the case of Class A shares and at a combined annual rate of 1.00%
in the case of Class C shares. For purposes of calculating each such
monthly fees, the value of a Fund's net assets attributable to Class A and
Class C shares, respectively, shall be computed in the manner specified in
that Fund's currently effective Prospectus and Statement of Additional
Information for the computation of the value of such Fund's net assets in
connection with
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the determination of the net asset value of shares of the Fund. For
purposes of this Plan, a "business day" is any day the New York Stock
Exchange is open for trading.
2. ASB Securities shall be obligated to use all amounts received from
each Fund under this Plan for (i) payments to broker-dealers and other
financial intermediaries for their assistance in the distribution of the
Fund's Class A and Class C shares and (ii) otherwise promoting the sale of
the Fund's Class A and Class C shares and servicing the Fund's Class A and
Class C shareholders, such as by paying the printing and distribution of
prospectuses sent to prospective investors, the preparation, printing and
distribution of sales literature, the expenses associated with media
advertisements and telephone correspondence, and the expenses relating to
servicing efforts, including answering questions of shareholders. No
broker-dealer shall receive payments under the Plan which, on an
annualized basis, exceed, in the case of Class A shares, 0.25% of net
asset value of Fund Class A accounts originated by the broker-dealer and,
in the case of Class C shares, in aggregate 1.00% of net asset value of
Fund Class C accounts originated by the broker-dealer. All other
agreements relating to the implementation of this Plan (the "related
agreements") shall be in writing, and such agreements shall be subject to
termination, without penalty, on not more than sixty days' written notice
to any other party to the agreement, in accordance with the provisions of
clauses (a) and (b) of paragraph 6 hereof.
3. This Plan, together with any related agreements, has been approved
by a vote of the Board of Directors of the Company and of the directors
who are not interested persons of the Company and have no direct or
indirect financial interest in the operation of the Plan or in any
agreements related to the Plan, cast in person at a meeting called for the
purpose of voting on such plan or agreements.
4. This Plan and any related agreements shall continue in effect with
respect to a Fund for a period of more than one year from the date of
their adoption or execution only so long as such continuance is approved
at least annually by a majority of the Board of Directors of the Company,
including a majority of Independent Directors, pursuant to a vote cast in
person at a meeting called for the purpose of voting on the continuance of
this Plan and any related agreements.
5. This Plan may be amended at time with respect to a Fund with the
approval of a majority of the Board of Directors of the Company, provided
that (a) any material of this Plan must be approved by the Company's Board
of Directors in accordance with procedures set forth in paragraph 4
hereof, and (b) any amendment to increase materially the amount to be
expended by a Fund pursuant to this Plan must also be approved by the vote
of the holders of a majority of the outstanding voting securities of each
affected class of shares of that Fund (as defined in the 1940 Act).
6. This Plan may be terminated with respect to a class or a Fund at any
time, without the payment of any penalty, by (a) the vote of a majority of
the Board of Directors of the Company, (b) the vote of a majority of the
Independent Directors or (c) the vote of the holders of a majority of the
outstanding voting securities of each affected class of shares of that
Fund (as defined in the 1940 Act).
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7. While this Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the
Independent Directors then in office.
8. To the extent that this Plan constitutes a plan of distribution
adopted pursuant to the Rule, it shall remain in effect as such so as to
authorize the use of the Fund's assets in the amounts and for the purposes
set forth herein, notwithstanding the occurrence of the Plan's assignment
(as defined in the 1940 Act). To the extent this Plan concurrently
constitutes an agreement relating to the implementation of the plan of
distribution, it shall terminate automatically in the event of its
assignment, and a Fund may continue to make payments pursuant to this Plan
only (a) upon the approval of the Board of Directors of the Company in
accordance with the procedures set forth in paragraph 4 hereof, and (b) if
the obligations of ASB Securities under this Plan are to be performed by
any organization other than ASB Securities, upon such organization's
adoption and assumption in writing of all provisions of this plan as a
party hereto.
9. ASB Securities shall give the Company the benefit of ASB Securities'
best judgment and efforts in rendering services under this Plan. As an
inducement to ASB Securities' undertaking to render these services, the
Company agrees that ASB Securities shall not be liable under this Plan for
any mistakes in judgment or in any other event whatsoever except for lack
of good faith, provided that nothing in this Plan shall be deemed to
protect or purport to protect ASB Securities against any liability to the
Company or its stockholders to which ASB Securities would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of ASB Securities' duties under this Plan or by reason of
ASB Securities' reckless disregard of its obligations and duties
hereunder.
10. ASB Securities may also make payments out of its own funds for
costs and expenses associated with the distribution and sale of a Fund's
Class A and Class C shares, including payments to the persons and for the
purposes set forth in paragraph 2 hereof.
11. ASB Securities shall prepare and furnish to the Company's Board of
Directors, and the Company's Board of Directors shall review at least
quarterly, a written report setting forth all amounts expended pursuant to
this Plan and any related agreements and the purposes for which such
expenditures were made.
12. The Company shall preserve copies of this Plan, any related
agreements and any reports made pursuant to this Plan for a period of not
less than six years from the date of this Plan or any such related
agreement or report. For the first two years, copies of such documents
shall be preserved in an easily accessible place.
13. The provisions of this Plan are severable for each class of shares
and each Fund and if provisions of the Plan applicable to a particular
class or Fund are terminated, the remainder of the Plan provisions
applicable to the other remaining classes or Funds shall not be
invalidated thereby and shall be given full force and effect.
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IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and on its behalf by its duly authorized representative
as of the date first above written.
FIRST EAGLE FUNDS, INC.
By
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Title: Secretary
ASB SECURITIES, LLC
By
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Title: Co-President
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