June 22, 2023
First Eagle Variable Funds
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Expense Limitation for First Eagle Overseas Variable Fund (the
"Fund")
Dear First Eagle Variable Funds:
First Eagle Investment Management, LLC (the "Investment
Adviser") and First Eagle Variable Funds
(the "Trust"), on behalf of the Fund, hereby confirm their
agreement as follows:
Effective July 1, 2023 and until the date noted on Schedule A
attached hereto (the "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) ("Operating Expenses")
of the Fund so that the Operating Expenses
are limited to the rate per annum, as noted on Schedule A, of the
Fund's average daily net assets (the "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 for
any fees waived by the Investment
Adviser under the Expense Limitation or any Operating Expenses
the Investment Adviser reimburses in excess
of the Expense Limitation, provided that the repayment does not
cause the Fund's 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 year in
which the Investment Adviser incurred the expense.
The Investment Adviser understands that it shall look only to the
assets of the Fund for performance of
this Agreement and for payment of any claim the Investment
Adviser may have hereunder, and neither any other
series of the Trust, 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 VARIABLE FUNDS,
on behalf of First Eagle Overseas
Variable Fund
By:
Name: Xxxxx Xxxxxx
Title: President
Xxxxxx and Acknowledged:
FIRST EAGLE INVESTMENT MANAGEMENT, LLC
By:
Name: Xxxxx Xxxxxx
Title: President and Chief Executive Officer
SCHEDULE A
Fund Overseas Variable Fund
Limitation Period April 29, 2025
Expense Limitation 1.21%
