FEF DISTRIBUTORS, LLC
0000 XXXXXX XX XXX XXXXXXXX
XXX XXXX, XX 00000
(000) 000-0000
FIRST EAGLE FUNDS
SELLING GROUP AGREEMENT
As Distributor and principal underwriter of the Shares (the
"Shares") of beneficial interest of First Eagle Funds, a Delaware statutory
trust (the "Fund"), and the series thereof as set forth in Exhibit A hereto, FEF
Distributors, LLC, invites OneAmerican Securities, Inc. (collectively "you") to
join a selling group for the distribution of the Shares of the Fund. As
exclusive agent of the Fund, we offer to sell you Shares on the following terms:
1. Orders received from you will be accepted only at the public
offering price per share applicable to each order, as described in the then
current Prospectus(es) and Statement of Additional Information of the Fund (the
"Prospectus"). Acceptance of orders shall be subject to all provisions of the
Prospectus, including the applicable minimum and the Fund's right to decline to
accept any order, and to the terms and conditions set forth herein. No
conditional orders will be accepted. As Distributor of the Shares, we shall have
full authority to take such action as we may deem advisable in respect of all
matters pertaining to the distribution of such Shares. The procedures relating
to the handling of orders shall be subject to instructions that we shall forward
to you from time to time.
2. Each series of the Fund currently issues multiple classes of
Shares as reflected in the Prospectus. In the future, the Fund may create
additional series and classes of Shares. The Prospectus will be revised to
reflect the creation of any such additional series and classes of Shares. This
Agreement is applicable to the distribution of any and all Shares, whether of a
series or class currently issued or issued in the future. The creation of any
series or class of Shares of the Fund in the future will not affect the terms of
this Agreement with respect to any existing series or class of Shares, and will
not constitute an amendment or modification to this Agreement. The sales charges
and dealer concessions applicable to sales of Shares by you which are accepted
by us shall be as set forth in the Prospectus. For the payment of asset based
sales charges and service fees, as set forth in the Prospectus and/or in
accordance with any distribution plan or plans adopted for the Fund by its Board
of Trustees pursuant to Rule 12b-1 under the Investment Company Act of 1940,
as amended, with respect to any class of Shares of any series, you will assist
us in providing services to your customers who may, from time to time, directly
or beneficially own Shares, including, but not limited to, distributing (or
causing to be distributed) prospectuses, sales literature, advertising and
promotional material, answering routine customer inquiries regarding the Fund,
assisting customers in effecting administrative changes, such as, changing
dividend options, account designations and addresses, assisting in the
establishment and maintenance of customer accounts and records and in the
processing of purchase and redemption transactions, investing dividends and
distributions automatically in Shares and providing such other information and
services as the Fund or customer may reasonably request.
3. All fees, concessions or commissions payable to you shall be in
accordance with the then current Prospectus. You understand that all fees and
concessions relating to the Shares, including any Rule 12b-1 fees applicable to
any series or class of Shares, shall be payable to you only if and to the extent
that such fees, concessions, or commissions are actually received by us from the
Fund. Any sales commission due upon a sale of Shares, as set forth in the
Prospectus, shall be payable only upon the Fund's receipt of the full public
offering price of Shares in New York clearing house funds, and we shall have no
obligation to make any disbursement thereof to you until after receipt of New
York clearing house funds
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by or for the Fund. We reserve the right at any time without notice to modify,
suspend or terminate such payments hereunder. All such payments shall be subject
to our continued authority to distribute the Shares and the Fund's authority to
terminate or modify its Agreements with us.
4. You shall have the option of placing orders for Shares through
the Transfer Agent as set forth in the Prospectus or through the National
Securities Clearing Corporation's ("NSCC") system and facilities. Payment for
Shares purchased through the Transfer Agent shall be made to the Transfer Agent
on or before the settlement date specified in the applicable confirmation, and
as set forth in the Prospectus. Payment for Shares purchased through the NSCC
shall be made through the NSCC's systems and facilities If such payment is not
received or payment is not valid, we reserve the right, without notice,
forthwith to cancel the sale or, at our option, to resell the Shares on your
behalf to the Fund at the prevailing repurchase price. In this event or in the
event you cancel the trade for any reason, you agree to be responsible for any
Fund Dilution resulting from your failure to make payment as aforesaid. When
used herein, the term "Fund Dilution" shall mean any detrimental financial
impact to the Fund, if any, resulting from the cancelled Share purchase
transaction. You shall not be entitled to any benefit, whether by offset or
otherwise, resulting from any increase in the asset value of Shares, payment for
which has not been received by us.
5. By accepting this Agreement you agree that:
a. You will order Shares only from us and our designated agents. All
such purchases shall be made only to cover purchase orders already
received from your customers or for your own bona fide investment.
b. You will not delay in placing orders received from your customers
so as to profit yourself as a result of such delay, you will place orders
for purchases and redemptions promptly upon receipt from your customers,
and you will comply with our policy regarding late trading, as the same is
set out in the Prospectus (and may be changed from time to time to comply
with applicable law or otherwise). You must maintain appropriate
documentation as to the timing of order instructions and make the same
available to us upon our reasonable request at any time within six years
following the date of such order.
c. You will not purchase Shares from your customers at a price lower
than the bid price then quoted by or for the Fund. You may, however, sell
Shares for the account of your customer or to us as agent for the Fund, at
the bid price currently quoted by or for the Fund and charge your customer
a fair commission for handling the transaction. Each party represents that
it has and will maintain policies and procedures to detect and prevent
market timing transactions that contravene the restriction or prohibition
on market timing, if any, as found in the then current Fund's Prospectus,
and each party will reasonably cooperate with the other in this regard.
d. Applicable selling commissions and concessions are based on the
amount of the sale, as set forth in the Prospectus of the Fund as amended
periodically. All commissions and concessions are subject to change
without notice by us and will comply with any changes in regulatory
requirements. You agree that you will not combine customer orders to reach
breakpoints in commissions for any purposes whatsoever unless authorized
by the Prospectus.
6. By opening an omnibus account for any series or class of Shares
of the Fund, you thereby represent, warrant and covenant that you will
accurately perform the necessary sub-accounting functions, including properly
computing and remitting applicable contingent deferred sales charges and any
conversions or exchanges of a series or class of Shares to another under the
terms of the Prospectus.
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7. If any of the Shares sold through you hereunder are redeemed by
the Fund or repurchased by us as agent for the Fund within seven business days
after confirmation of the original purchase, it is agreed that you shall forfeit
your right to the entire dealer concession received by you on such Shares. We
will notify you of any such repurchase or redemption within ten business days
from the date thereof and you shall forthwith refund to us the entire amount of
all concessions or payments received by you on such sale. We agree, in the event
of any such repurchase or redemption, to refund to the Fund our share of the
sales charge or fees retained by us, if any, and upon receipt from you of the
refund of the concession allowed to you, to pay such refund forthwith to the
Fund.
8. No person is authorized to make any representations concerning
the Shares except those contained in the Prospectus and in sales literature
issued by us supplemental to the Prospectus. You will provide to each of your
customers on their initial investment in Shares of the Fund with a Prospectus
prior to or at the time such purchase. We will furnish additional copies of the
Prospectus and any sales literature and other information issued by us or the
Fund in reasonable quantities upon your request. If you wish to use your own
advertising material, such as mailers, brochures, prospecting letter, etc., with
respect to the availability of Shares of the Fund, all such advertising must be
submitted to us for review and approval prior to use. You shall be responsible
for filing and obtaining any approvals of such advertising as may be required by
applicable law or regulation.
9. In all sales of Shares to the public, you shall act as dealer for
your own account, and in no transaction shall you have any authority to act as
agent for the Fund, for us or for any other member of the selling group. You are
responsible for your own conduct, for the employment, control and conduct of
your employees and agents, for injury to such employees or agents or to others
through such employees or agents, and for thorough and prior training of such
employees or agents concerning the selling methods to be used in connection with
the offer and sale of Shares, giving special emphasis to the principles of full
and fair disclosure to prospective investors. In furtherance of such disclosure
principles, you will be responsible for clearly advising your clients of
relevant sales charges and redemption fees. You have an obligation to assist
your clients in obtaining any reduced sales charge to which they are entitled.
Please refer to the Prospectus to review (i) the schedule at which breakpoints
apply and (ii) additional information regarding the Funds' redemption fee
policies. You assume full responsibility for your employees and agents under
applicable laws and agree to pay all employer taxes relating thereto.
10. This Agreement is conditioned upon your representation and
warranty that you (i) are a member in good standing of the Financial Industry
Regulatory Authority ("FINRA") and are registered as a broker-dealer under the
Securities Exchange Act of 1934 or in the alternative, that you are a foreign
broker-dealer not eligible for membership in the FINRA; (ii) are qualified to
act as a broker-dealer in each jurisdiction in which you will offer Shares; and
(iii) will maintain such registrations, qualifications and memberships
throughout the term of this Agreement. You shall comply with all applicable
federal laws, the laws of each jurisdiction in which you will offer Shares and
the rules and regulations of the FINRA and any self-regulatory organization to
which you, the Fund or we are subject. You will provide immediate notice to us
if you become the subject of any order of expulsion or suspension. Expulsion
from the FINRA will automatically terminate this Agreement. You shall not be
entitled to any compensation during any period in which you have been suspended
or for any period following your expulsion from membership in the FINRA. You
further agree that you will not make available Shares in any state or other
jurisdiction in which such Shares may not be lawfully offered for sale. You
shall promptly answer all written complaints received by you relating to Fund
accounts and forward copies of such complaints and your responses to FEF
Distributors, LLC, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000. (Because
foreign broker-dealers may be asked to make additional representations or
provide additional information, foreign broker-dealers must contact the
Distributor at this address before executing this Agreement.)
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11. You represent and warrant that you and your affiliates have
adopted policies and procedures reasonably designed to detect and prevent money
laundering activities in compliance with applicable laws, regulations and
regulatory interpretations, including policies and procedures implementing
applicable sections of the USA PATRIOT Act and of regulations promulgated
thereunder ("Anti-Money Laundering Program," "AML"). You represent that you have
implemented such policies and procedures, including relevant customer
identification procedures. You undertake that you shall (a) conduct your
operations in accordance with applicable laws, regulations and regulatory
interpretations; (b) provide that all customers that you introduce to us have
been subjected to and will continue to be subjected to such AML Program; (c) in
the event of requests by appropriate regulatory authorities, provide access to
requested information relating to your anti-money laundering compliance to us
and, if appropriate, the Fund; (d) upon reasonable request, provide a summary of
your AML program to us and, if appropriate, the Fund; (e) upon reasonable
request, certify, in writing that you are in compliance with applicable
anti-money-laundering laws, rules, regulations and regulatory interpretations
with respect to the services provided under this Agreement.
12. In accordance with Rule 22c-2 under the Investment Company Act
of 1940, you agree that:
a. You must maintain and make available to us or the Fund upon our
or the Fund's reasonable request at any time the following account
information: the taxpayer identification number ("TIN"), if known, of any
or all Shareholder(s) of the account and the amount, date, name or other
identifier of any investment professional(s) associated with the
Shareholder(s) or account (if known), and transaction type (purchase,
redemption, transfer, or exchange) of every purchase, redemption,
transfer, or exchange of Shares held through an account maintained by you
during the period covered by the request. Requests made under this Section
12(a) must set forth a specific period, not to exceed 30 days from the
date of the request, for which transaction information is sought. We or
the Fund may request transaction information older than 90 days from the
date of the request as we or they deem necessary to investigate compliance
with policies established by us or the Fund for the purpose of eliminating
or reducing any dilution of the value of the outstanding shares issued by
the Fund.
b. You will provide all requested transactional information to us
promptly, but in any event not later than 5 business days, after receipt
of the request. If the requested information is not on your books and
records, you agree to: (i) provide or arrange to provide to us or the Fund
the requested information from Shareholders who hold an account with an
"indirect intermediary," or (ii) if directed by us or the Fund, block
further purchases of Shares from such indirect intermediary. In such
instance, you agree to inform us or the Fund whether you plan to perform
(i) or (ii). To the extent practicable, the format for any transaction
information provided to us should be consistent with the NSCC Standardized
Data Reporting Format.
c. You will execute written instructions from us or the Fund to
restrict or prohibit further purchases or exchanges of Shares by a
Shareholder that has been identified by us or the Fund as having engaged
in transactions of the Fund's Shares that violate policies established by
the Fund for the purpose of eliminating or reducing any dilution of the
value of the outstanding Shares issued by the Fund. This is provided that
such instructions must include the TIN, if known, and the specific
restriction(s) to be executed. If the TIN is not known, the instructions
must include an equivalent identifying number of the Shareholder(s) or
account(s) or other agreed upon information to which the instruction
relates.
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d. You will execute instructions as described in Section 12(c) of
this Agreement as soon as reasonably practicable, but not later than 5
business days after your receipt of our or the Fund's instructions.
e. You will provide written confirmation to us or, as directed, the
Fund that the instructions as described in Section 12(c) of this Agreement
have been executed. You will provide this confirmation as soon as
reasonably practicable, but not later than 10 business days after the
instructions have been executed.
For purposes of this Section 12 only, the term "Fund" includes the
Fund's transfer agent, the term "Shares" is limited to shares held in an
account maintained by you, the terms "written" and "in writing" include
electronic writings and facsimile transmissions and the term "Shareholder"
means the beneficial owner of Shares, whether the Shares are held directly
or by you in nominee name, PROVIDED, HOWEVER, that, first, if your
relevant relationship to such a person is primarily that of a retirement
plan recordkeeper, the term "Shareholder" means a plan participant
notwithstanding that the plan may be deemed to be the beneficial owner of
Shares, and, second, if your relevant relationship to such a person is
primarily that of an insurance company issuer of a variable annuity or
variable life insurance contract, the term "Shareholder" means a holder of
interests in such a contract.
13. We agree not to use information received from you in keeping
with Section 12(a) of this Agreement for marketing or any other similar purpose
without your prior written consent.
14. As required by applicable provisions of the Xxxxx-Xxxxx-Xxxxxx
Act, and at all times in accord with the Fund's privacy policy described in its
Prospectus, we agree to provide appropriate protections for personal financial
information of persons invested in the Fund.
15.
a. You agree to indemnify, defend and hold us and our directors and
officers and the Fund and its trustees and officers and any person who controls
us and/or the Fund within the meaning of Section 15 of the Securities Act of
1933, as amended, free and harmless from and against any and all claims,
demands, liabilities and expenses (including the cost of investigating or
defending such claims and any counsel fees incurred or in connection therewith)
which we or our directors and officers, or the Fund and its trustees and
officers, and any such controlling person, as aforesaid, may incur arising out
of or based upon (i) any breach of any representation, warranty or covenant made
by you herein, (ii) any failure by you to perform your obligations as set forth
herein, (iii) your action or inaction relating to any duties, functions,
procedures or responsibilities undertaken by you pursuant to your use of the
Transfer Agent or the NSCC, including that which may arise out of the
malfunction of your programs, systems and equipment, or (iv) any violation by
you of any law, rule or regulation, which violation may result in liability to
us or to the Fund. In the event that we or the Fund determine to refund any
amounts paid by an investor by reason of your breach, failure or violation, you
shall return to us or the Fund any fees previously paid to you by us with
respect to the transaction for which the refund is being made. This section
shall survive termination of this Agreement.
b. We agree to indemnify, defend and hold you and your directors and
officers and any person who controls you within the meaning of Section 15 of the
Securities Act of 1933, as amended, free and harmless from and against any and
all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims and any counsel fees incurred or in
connection therewith) which you or your directors and officers, and any such
controlling person, as aforesaid, may incur arising out of or based upon (i) any
breach of any representation, warranty or covenant made by us herein, (ii) any
failure
5
by us to perform our obligations as set forth herein, or (iii) any violation by
us of any law, rule or regulation, which violation may result in liability to
you. This section shall survive termination of this Agreement.
c. Neither party, without prior written consent, shall settle a
claim if such settlement were to negatively impact the rights and obligations of
the other party. Prompt written consent will not be unreasonably withheld.
d. The provisions of this Section 15 shall survive termination of
this Agreement.
16. This Agreement shall become effective when accepted by you
below. We and the Fund reserve the right, in our discretion upon notice to you,
to amend, modify or terminate this Agreement at any time or to suspend sales or
withdraw the offering of Shares entirely or to change the fees payable
hereunder. You may, upon notice to us, terminate this Agreement at any time.
Orders received following notice to you of any amendment or modification to this
Agreement shall be deemed to be a confirmation of your acceptance of such
amendment or modification.
17. This Agreement is not assignable or transferable, except that we
may assign or transfer this Agreement to any successor which becomes general
distributor to the Fund.
18. This Agreement shall be construed under the laws of the State of
New York. This agreement is subject to the Prospectus from time to time in
effect, and, in the event of a conflict, the terms of the Prospectus shall
control. Any changes, modifications or additions reflected in any Prospectus
shall be effective on the date of the Prospectus (or supplement thereto) unless
specified otherwise.
19. All communications to us should be sent to: FEF Distributors,
LLC, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Attn: Operations. Any
notice to you shall be sent to: OneAmerica Securities, Inc. ATTN: Xxxxxxx
Xxxxxxxxx Xxx Xxxxxxxx Xxxxxx, X.X. Xxx 000 Xxxxxxxxxxxx, XX 00000.
20. If any provision of this Agreement is held invalid or
unenforceable, the other provisions of this Agreement shall remain in full force
and effect. Any provision of this Agreement held invalid or unenforceable only
in part or degree shall remain. in full force and effect to the extent not held
invalid or unenforceable.
21. This Agreement may be executed by different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and the same
instrument.
Please confirm your acceptance of this Agreement by executing both
copies of this Agreement and returning one of the originals to us for our files.
[SIGNATURE PAGE FOLLOWS]
6
FEF DISTRIBUTORS, LLC (Distributor)
By: /s/ Xxxxxx Xxxxx
-----------------------------------------
Name and Title: Xxxxxx Xxxxx, President
-----------------------------
ONEAMERICA SECURITIES, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
-------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
-------------------------------------
Title: President
------------------------------------
7
EXHIBIT A
EFFECTIVE MARCH 1, 2017
FIRST EAGLE FUNDS
SELLING GROUP AGREEMENT
This Exhibit A to the Selling Group Agreement between you as a Selling Group
Member and FEF Distributors, LLC, is applicable to Shares of:
First Eagle Funds, a Delaware statutory trust, and its Series:
First Eagle Global Fund - Classes A, C, R3, R4, R5, R6 & I
First Eagle Overseas Fund - Classes A, C, R3, R4, R5, R6 & I
First Eagle Gold Fund -- Classes A, C, R3, R4, R5, R6 & I
First Eagle U.S. Value Fund -- Classes A, C, R3, R4, R5, R6 & I
First Eagle Global Income Builder Fund -- Classes A, c; R3, R4, R5, R6 & I
First Eagle High Yield Fund -- Classes A, C, R3, R4, R5, R6 & I
First Eagle Fund of America -- Classes A, C, R3, R4, R5, R6, Y & I
For First Eagle Global Fund - Class A, First Eagle Overseas Fund - Class A,
First Eagle Gold Fund -- Class A, First Eagle U.S. Value Fund -- Class A, First
Eagle Global Income Builder Fund -- Class A and First Eagle Fund of America --
Class A the public offering price per share is the net asset value per share
plus the share charge as described below:
SALES CHARGE AS SALES CHARGE AS DEALER DISCOUNT
PERCENT OF PUBLIC PERCENT OF THE AS PERCENT OF
AMOUNT INVESTED OFFERING PRICE AMOUNT INVESTED OFFERING PRICE
------------------------------------- ------------------ ------------------ -----------------
Less than $25,000 5.00% 5.26% 4.50%
$ 25,000 but less than $50,000 4.50% 4.71% 4.25%
$ 50,000 but less than $100,000 4.00% 4.17% 3.75%
$ 100,000 but less than $250,000 3.25% 3.36% 3.00%
$ 250,000 but less than $500,000 2.50% 2.56% 2.25%
$ 500,000 but less than $1,000,000 1.50% 1.52% 1.25%
$ 1,000,000 and above 0.00% 0.00% 0.00%
For First Eagle High Yield Fund -- Class A the public offering price per share
is the net asset value per share plus the share charge as described below:
SALES CHARGE AS SALES CHARGE AS DEALER ALLOWANCE
PERCENT OF PERCENT OF NET AS PERCENT OF
AMOUNT INVESTED OFFERING PRICE AMOUNT INVESTED OFFERING PRICE
--------------------------------------- ------------------ ----------------- ------------------
Less than $100,000 4.50% 4.71% 4.00%
$100,000 but less than $250,000 3.50% 3.63% 3.00%
$250,000 but less than $500,000 2.50% 2.56% 2.25%
$ 500,000 but less than $1,000,000 2.00% 2.04% 1.75%
$ 1,000,000 and above 0.00% 0.00% 0.00%
8
For First Eagle Global Fund -- Class C, First Eagle Overseas Fund -- Class C,
First Eagle U.S. Value Fund -- Class C, First Eagle Gold Fund -- Class C, First
Eagle Global Income Builder Fund -- Class C, First Eagle High Yield Fund --
Class C and First Eagle Fund of America -- Class C, the public offering price
per share is the net asset value per share. Class C shares of First Eagle Global
Fund, First Eagle Overseas Fund, First Eagle U.S. Value Fund, First Eagle Gold
Fund, First Eagle Global Income Builder Fund, First Eagle High Yield Fund and
First Eagle Fund of America redeemed within the first year of purchase are
subject to a contingent deferred sales charge, which is paid to the Distributor.
For certain services you provide, you may also receive an annual 0.25% Rule
12b-1 fee in connection with First Eagle Global Fund -- Class A, First Eagle
Overseas Fund -- Class A, First Eagle Gold Fund -- Class A, First Eagle U.S.
Value Fund -- Class A, First Eagle Global Income Builder Fund -- Class A, First
Eagle High Yield Fund -- Class A and First Eagle Fund of America -- Class A. For
certain services you provide, you may also receive an annual 1.00% Rule 12b-l
fee (including a 0.25% service fee and a 0.75% distribution fee) fee in
connection with First Eagle Global Fund -- Class C, First Eagle Overseas Fund --
Class C, First Eagle U.S. Value Fund -- Class C, First Eagle Gold Fund -- Class
C, First Eagle Global Income Builder Fund -- Class C, First Eagle High Yield
Fund -- Class C and First Eagle Fund of America -- Class C.
For First Eagle Global Fund -- Class R3, First Eagle Overseas Fund -- Class R3,
First Eagle U.S. Value Fund -- Class R3, First Eagle Gold Fund -- Class R3,
First Eagle Global Income Builder Fund -- Class R3, First Eagle High Yield Fund
-- Class R3 and First Eagle Fund of America -- Class R3, the public offering
price per share is the net asset value per share.
For First Eagle Global Fund -- Class R4, First Eagle Overseas Fund -- Class R4,
First Eagle U.S. Value Fund -- Class R4, First Eagle Gold Fund -- Class R4,
First Eagle Global Income Builder Fund -- Class R4, First Eagle High Yield Fund
-- Class R4 and First Eagle Fund of America -- Class R4, the public offering
price per share is the net asset value per share.
For First Eagle Global Fund -- Class R5, First Eagle Overseas Fund -- Class R5,
First Eagle U.S. Value Fund -- Class R5, First Eagle Gold Fund -- Class R5,
First Eagle Global Income Builder Fund -- Class R5, First Eagle High Yield Fund
-- Class R5 and First Eagle Fund of America -- Class R5, the public offering
price per share is the net asset value per share.
For First Eagle Global Fund -- Class R6, First Eagle Overseas Fund -- Class R6,
First Eagle U.S. Value Fund -- Class R6, First Eagle Gold Fund -- Class R6,
First Eagle Global Income Builder Fund -- Class R6, First Eagle High Yield Fund
-- Class R6 and First Eagle Fund of America -- Class R6, the public offering
price per share is the net asset value per share.
For certain services you provide, you may also receive an annual 0.35% Rule
12b-1 fee (including a 0.10% service fee and a 0.25% distribution fee) in
connection with First Eagle Global Fund -- Class R3, First Eagle Overseas Fund
-- Class R3, First Eagle U.S. Value Fund -- Class R3, First Eagle Gold Fund --
Class R3, First Eagle Global Income Builder Fund -- Class R3, First Eagle High
Yield Fund -- Class R3 and First Eagle Fund of America -- Class R3. For certain
services you provide, you may also receive an annual 0.10% service fee in
connection with First Eagle Global Fund -- Class R4, First Eagle Overseas Fund
-- Class R4, First Eagle U.S. Value Fund -- Class R4, First Eagle Gold Fund --
Class R4, First Eagle Global Income Builder Fund -- Class R4, First Eagle High
Yield Fund -- Class R4 and First Eagle Fund of America -- Class R4.
9
For First Eagle Global Fund -- Class I, First Eagle Overseas Fund -- Class I,
First Eagle U.S. Value Fund -- Class I First Eagle Gold Fund -- Class I, First
Eagle Global Income Builder Fund -- Class I, First Eagle High Yield Fund --
Class I and First Eagle Fund of America -- Class I the public offering price per
share is the net asset value per share.
For First Eagle Fund of America -- Class Y, the public offering price per share
is the net asset value per share. You may also receive an annual 0.25% Rule
12b-1 fee in connection with First Eagle Fund of America -- Class Y.
Thank you for your support.
FEF DISTRIBUTORS, LLC
10
FUND SERVICES AGREEMENT
THIS FUND SERVICES AGREEMENT (the "AGREEMENT") is made as of January 18,
2019 (the "Effective Date") by FEF Distributors, LLC, a Delaware limited
liability company (the "Fund Agent"), as distributor and principal underwriter
of each separate series set forth on Schedule A hereto of the First Eagle Funds
(each, a "FUND" and, together, the "FUNDS"), and American United Life Insurance
Company, an Indiana company (the "SERVICE PROVIDER").
WHEREAS, the Funds are registered under the Investment Company Act of 1940
(the "1940 ACT") as an open-end management investment company and offers for
public sale shares in the separate series of the Funds;
WHEREAS, the Fund Agent is the distributor and principal underwriter of
the Funds;
WHEREAS, the Service Provider has certain institutional customers (the
"CUSTOMERS") which may include, banks, third party administrators,
broker-dealers, consultants and registered investment advisers;
WHEREAS, the Customers have certain underlying employee benefit plan
clients and their participants (the "CLIENTS") which invest or desire to invest
in the Funds;
WHEREAS, the Customers and Clients of the Service Provider are retirement
plans who are or desire to be shareholders of the Funds that require
recordkeeping and other services, and the provision of such services may benefit
plan shareholders and facilitate their ability to invest in the Funds;
WHEREAS, the Service Provider, directly or through its affiliates or
designees, provides or desires to provide shareholder support services with
respect to the Funds (the "SERVICES") such as those listed on SCHEDULE B.
NOW, THEREFORE, in consideration of the mutual promises in this Agreement,
the Fund Agent and the Service Provider (the "PARTIES") agree that:
1. THE SERVICES.
Service Provider agrees to provide various Services with respect to a Fund's
Shares which shall include those Services listed on Schedule B, as may be
mutually agreed to in writing (including via electronic mail) between the
Parties from time to time. The Fund Agent hereby appoints Service Provider as
its agent for the sole and limited purpose of accepting purchase, exchange or
redemption orders for mutual fund shares (the "SHARES") on the order or
instruction of the Customer on behalf of Customer's Client ("INSTRUCTIONS").
Service Provider hereby accepts its appointment on the terms and conditions set
forth herein. Service Provider shall not be deemed an agent for the Funds by
providing Services except in accepting such Instructions. Service Provider shall
solely accept Instructions from the Customer, and the Fund Agent shall only
accept Instructions from Service Provider. For the avoidance of doubt, the
Parties agree that Services furnished by the Service Provider under this
Agreement are of a recordkeeping and administrative nature only, and are not
intended to constitute legal, investment advisory or distribution services and
are not in any way whatsoever intended to promote the sale of Shares.
2. TERM. The term of this Agreement shall commence on the Effective Date and
shall continue until the earliest to occur of the following:
1
(a) 30 days written notice from the Fund Agent of its desire to
terminate the Agreement with respect to the Company or with respect to one or
more Funds (in the latter case, for avoidance of doubt, the Agreement shall
terminate only with respect to such specified Fund(s));
(b) The written consent of the Fund Agent to a written request from the
Service Provider to terminate the Agreement, which consent shall not be
unreasonably withheld;
(c) a material breach by either Party of any of its representations,
warranties, covenants or agreements hereunder, and the failure of such Party to
cure such breach for 60 days following receipt of notice by the other Party of
such breach; or
(d) the first anniversary of the Effective Date; provided that, this
Agreement shall be automatically renewed for successive one year terms unless
either Party not less than 30 days prior to the then current term notifies the
other Party that the Agreement will not be renewed.
3. INCORPORATION OF THE RULES OF THE NSCC.
The Rules & Procedures Manual of National Securities Clearing Corp. ("NSCC"),
including the rules and procedures applicable to the utilization of the Defined
Contribution Clearing and Settlement System, as amended from time to time or any
successor rules and procedures to such Manual (the "PROCEDURES"), are hereby
made a part of this Agreement as if fully set forth herein, and Service Provider
shall adhere to them, in processing each transaction on behalf of the Fund
Agent. Sections 4 and 5 shall apply as the operational procedures for this
Agreement in the event that the NSCC is unavailable or the Parties otherwise
agree to use them, which agreement may be manifest in any writing or verbally
notwithstanding the amendment provisions of Section 19 of this Agreement.
4. INFORMATION PROVIDED BY THE FUND AGENT.
(a) The Fund Agent shall use best efforts to provide to the Service
Provider via the NSCC Price & Rate File or any other mutually agreed pricing
provider, on each business day that the New York Stock Exchange LLC (the "NYSE")
is open for business (a "BUSINESS DAY") with respect to each Fund the (i) net
asset value (the "NAV") as of or about the close of trading on the NYSE or at
such other time at which each Fund's NAV is calculated as specified in such
Fund's current prospectus (the "CLOSE OF TRADING"); (ii) dividend and capital
gains distribution information; (iii) in the case of income Funds, the daily
accrual for interest rate factor (mil rate); and (iv) any other information that
the Service Provider needs to perform the Services. The Fund Agent will provide
the foregoing information to the Service Provider by 9:00 P.M. Eastern Time
("ET") on each Business Day.
(b) The Fund Agent shall use best efforts to provide the Service
Provider with (i) a confirmation of each Instruction herein no later than the
start of trading of the NYSE on the Business Day following the date on which the
Instruction is deemed to be received by the Fund Agent; (ii) share positions for
each Fund on each Business Day; and (iii) such other reports as Service Provider
may reasonably request.
5. INSTRUCTIONS AND SETTLEMENT.
(a) The Service Provider shall transmit Instructions in writing to the
Fund Agent for all accounts opened on behalf of Customers' Client (collectively,
"ACCOUNTS") by 6:00 A.M. ET on the Business Day following Service Provider's
receipt of such Instructions. Such transmittal shall be sent to such persons and
in such a manner as may be reasonably specified by the Fund Agent in writing
from time to time.
2
(b) The Service Provider will facilitate the processing of purchase,
exchange and redemption of Fund shares (the "TRADES") by performing the
Services. Trades shall be made at the NAV determined as of the Close of Trading
on the Business Day that Service Provider receives an Instruction from Customer;
provided that (i) Customer receives Instructions from Client prior to the Close
of Trading on that Business Day; and (ii) the Fund Agent receives the
Instructions from the Service Provider by 6:00 AM. ET on the following Business
Day. Instructions received by the Customer from the Client after the Close of
Trading on any given Business Day shall be treated as if received on the
following Business Day. The Service Provider shall maintain internal controls
reasonably designed to prevent Instructions received from Customers on behalf of
retirement plans or retirement plans participants after the Close of Trading
from being aggregated with Instructions properly received before that time.
(c) Service Provider shall wire payment for net purchases of Shares
attributable to all Instructions accepted for the Accounts on a given Business
Day no later than 3:00 P.M. ET on the next Business Day to a custodial account
designated by the Fund Agent. The Fund Agent will wire payment for net
redemptions of Shares attributable to all Instructions accepted for the Accounts
on a given Business Day on the next Business Day no later than 3:00 P.M. ET to
an account designed by the Service Provider.
6. SERVICE PROVIDER COMPENSATION.
(a) Fund Agent will pay or cause to be paid the fee listed on Schedule C
to the Service Provider in consideration for the Services provided pursuant to
this Agreement ("SERVICE FEE"). For the avoidance of doubt, the Parties agree
and acknowledge that the Service Fee paid to the Service Provider under this
Agreement is for compensation for its provision of record keeping and
administrative services, only, not legal, investment advisory or distribution
services, and is not in any way whatsoever intended to promote or to provide
compensation in connection with the sale of Shares.
(b) Within 60 days after the close of each quarter (the "COMPENSATION
PERIOD"), Service Provider shall provide the Fund Agent with an invoice for the
Service Fee attributable to such Compensation Period, setting forth in
reasonable detail the basis for the calculation of such Service Fee, and Fund
Agent shall pay or cause to be paid such invoice within 60 days of receipt
thereof.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) Each of the Parties represents and warrants to the other as follows:
(i) it is an entity duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization and is
duly qualified to transact business in each other jurisdiction where
it is required to be so qualified;
(ii) it has duly authorized and executed this Agreement, and this
Agreement represents the legal, valid and binding obligations of it,
enforceable against it in accordance with its terms (except as may
be limited by equitable principles);
(iii) the execution, delivery and performance of this Agreement does
not violate, conflict with or constitute a breach of any provision
of any federal, state or local law applicable it, the organizational
documents of it or any material agreement, contract, consent decree,
order or other instrument to which it is a Party or by which it is
bound;
(iv) other than consents previously obtained, no consent or other
action of any third party is necessary for it to execute, deliver or
perform under this Agreement;
3
(v) it will not represent or imply in any way that it has any
relationship with the other Party except as described in this
Agreement. It will not use the other Party's name in advertising or
marketing material, or otherwise, without the other Party's prior
written consent, except that it may use the name of the other Party
as may be necessary in its respective regulatory filings; and
(vi) it shall materially comply with all federal and state laws and
regulations applicable to it, including, but not limited to, the
1940 Act, the Securities Act of 1933 (the "1933 ACT"), the
Securities and Exchange Act of 1934 (the "1934 ACT") and the
Employee Retirement Income Security Act of 1974 (all as amended).
(b) The Fund Agent represent, warrant, and covenant to the Service
Provider that:
(i) the Funds are series of an investment company registered under
the 1940 Act and offers and sales of Shares by the Funds will be
registered under the 1933 Act;
(ii) all regulatory requirements necessary to permit Shares to be
sold in accordance with the terms of this Agreement have been
satisfied for all fifty states and the District of Columbia. The
Fund Agent will notify the Service Provider immediately if there is
any change in the registration or qualification for sale of any
Shares; and
(iii) the Service Provider is not responsible for any information
contained in or omitted from any prospectus, registration statement,
annual report, proxy statement, or item of advertising, marketing
material or any other document not prepared by the Service Provider.
(c) Service Provider represents, warrants and covenants that:
(i) to the extent Service Provider engages one or more third parties
(including any of its affiliates or designees) to act as
subcontractor(s) or agent(s) ("SUBCONTRACTOR") to perform Services,
Service Provider has determined that each such Subcontractor is
capable of performing the Services, that Service Provider shall be
responsible for the actions of such Subcontractors in accordance
with the terms of this Agreement and applicable law as if the
Services were being performed by Service Provider. All references to
Service Provider in this Agreement shall be deemed to include
Subcontractors to the maximum extent applicable;
(ii) it shall maintain an anti-money laundering program ("AML
PROGRAM") that complies with the Bank Secrecy Act, as amended by the
USA PATRIOT Act (the "PATRIOT ACT," and together with the Bank
Secrecy Act, the "AML Acts"), the rules and regulations under the
AML Acts, and the rules, regulations and regulatory guidance of the
U.S. Securities and Exchange Commission, the Financial Industry
Regulatory Authority, Inc. or any other applicable self-regulatory
organization (collectively, "AML RULES AND REGULATIONS"). The AML
Program (i) designates a compliance officer to administer and
oversee the AML Program, (ii) provides ongoing employee training,
(iii) includes an independent audit function to test its
effectiveness, (iv) establishes internal policies, procedures, and
controls that are tailored to its particular business, (v) includes
a customer identification program for its institutional customers
consistent with the rules under section 326 of the PATRIOT Act, (vi)
provides for the filing of all necessary anti-money laundering
reports including, but
4
not limited to, currency .transaction reports and suspicious
activity reports, (vii) provides for screening all Customers against
the Office of Foreign Asset Control list and will provide for
screening against any other government list required under the AML
Acts, and (viii) allows for appropriate regulators to examine
Service Provider's AML Program books and records;
(iii) it will assist the Fund Agent by agreeing to promptly and
fully cooperate with any reasonable request made by Fund Agent to
address market timing or excessive trading strategies identified by
Fund Agent in accordance with the applicable provisions of Rule
22c-2 in the enforcement of the Fund's policy on abusive, excessive
frequent trading, or arbitrage activity, consistent with the terms
of the then-current Prospectus and/or statement of additional
information of each Fund, including late trading policies
applicable to the Shares. Service Provider shall monitor trading
frequency of and patterns of trades in Shares within the accounts of
Clients. Upon reasonable request and notice to Service Provider,
Service Provider will (a) permit the Fund Agent to review
information, controls and procedures employed by Service Provider to
fulfill its duties and obligations under this Agreement, (b) grant
reasonable access to Service Provider's personnel and records to
allow the Fund Agent to assess the quality and nature of Service
Provider's Services under this Agreement; and (c) provide records to
verify amounts payable or owed to Service Provider under this
Agreement. In connection with this, the Fund Agent and its
representatives will comply with all commercially reasonable
security and confidentiality procedures established by Service
Provider. Upon the Fund Agent's request, Service Provider will
provide copies to the Fund Agent of third-party audit reports of
Service Provider's operational controls (E.G., SSAE~16, SOC-1,
XXXXX, etc.);
(iv) Service Provider shall maintain a contingency plan for the
continuation of business and the preservation and/or recovery of
data so that despite a disruption in Service Provider's ability to
provide Services or to perform its other obligations hereunder from
any particular location or through the efforts of any particular
individuals, Service Provider will promptly be able to provide
Services and perform such obligations from an alternate location or
with replacement individuals.' barring a national catastrophic
event; and
(v) Service Provider shall at all times maintain a commercially
reasonable cybersecurity policy, including employing a current
version of a commercially available virus detection software program
that employs regular updates to test the hardware and software
applications used by it to deliver the Services for the presence of
any computer code designed to disrupt, disable, harm or otherwise
impede the operation of such hardware or software. In the event of a
cyber-attack that materially impacts Service Provider's provision of
Services under this Agreement or compromises any confidential
information or other information or data of the Funds, the Service
Provider will notify the Fund Agent as soon as reasonably
practicable of the details of such attack, and will thereafter
respond to Fund Agent reasonable inquiries relating to such attack
in accordance with the Service Provider's policies and procedures or
as may otherwise be required by applicable law.
8. INDEMNIFICATION.
(a) The Fund Agent shall indemnify, defend and hold harmless the Service
Provider, its affiliates, subsidiaries, parents, and their respective officers,
managers, representatives, and employees (collectively, the "SERVICE PROVIDER
PARTIES") from and against any claims, liabilities, costs, attorneys' fees and
legal costs, expenses, indirect or direct losses, damages and penalties
(collectively, "COSTS") incurred
5
by any such Service Provider Party arising from or relating to any material
breach by the Fund Agent of any representation, warranty, agreement or other
obligation contained in this Agreement, but only to the extent such Costs did
not result from Service Provider's own negligence or willful misconduct.
(b) The Service Provider shall indemnify, defend and hold harmless the
Fund Agent, its affiliates, subsidiaries, parents, and their respective
officers, managers, representatives, and employees (collectively, the "FUND
PARTIES") from and against any Costs incurred by any such Fund Party arising
from or relating to any material breach by the Service Provider of any
representation, warranty, agreement or other obligation contained in this
Agreement, but only to the extent such Costs did not result from Fund Agent's
own negligence or willful misconduct.
(c) INDEMNITY PROCEDURES. A Party seeking indemnity shall: (i) promptly
after receiving notice of a claim or litigation for which indemnity may be
sought, give the indemnifying Party written notice thereof, together with any
and all documentation received related to such claim or litigation; (ii) give
the indemnifying Party full control over the defense and settlement of any claim
or litigation for which indemnification is sought; and (iii) reasonably
cooperate with the indemnifying Party, at the indemnifying Party's expense, to
facilitate the defense or settlement of any such claim or litigation; provided
that a failure to comply with the foregoing procedures shall relieve the
indemnifying Party from its obligation to indemnify solely to the extent that
such failure results in prejudice to the indemnifying Party. The Party seeking
indemnification may participate in the defense or negotiations at its own
expense to protect its interests. The indemnifying Party shall not enter into
any settlement agreement that impairs the rights or expands the obligations of
the Party seeking indemnification without the prior written consent of such
Party, provided that the indemnifying Party may settle any claim or cause of
action to the extent such claim seeks monetary damages if the indemnifying Party
agrees to pay such monetary damages.
9. CONFIDENTIALITY.
(a) DEFINITIONS. "CONFIDENTIAL INFORMATION" means all written and verbal
information relating to the Services, a Party's business strategy, procedures,
finances, pricing information, security, technology, customers, vendors, other
third parties and all other information reasonably understood to be
confidential. Personal information that is exchanged shall also be deemed
Confidential Information hereunder. "PERSONAL INFORMATION" means personal
information about an identifiable individual including, without limitation,
name, address, contact information, age, gender, income, marital status,
finances, health, employment, social security number and trading activity or
history. Personal Information shall not include the name, title or business
address or business telephone number of an employee of an organization in
relation to such individual's capacity as an employee of an organization.
Confidential Information shall not include information which (i) is publicly
available; (ii) the receiving Party (the "RECIPIENT") can show was in its
possession prior to receipt from the disclosing Party (the "PROVIDER") without
an obligation of confidentiality to the Provider; (iii) is independently
acquired or developed by the Recipient without violation of its obligations
hereunder; or (iv) is aggregated and/or statistical data of the Fund Parties
that does not specifically identify any single transaction, person or other
individual Fund Party business record.
(b) OBLIGATIONS. In performing this Agreement, Service Provider may
provide Confidential Information to the Fund Agent, and the Fund Agent shall
provide to Service Provider the Confidential Information required for Service
Provider to provide the Services. The Recipient shall utilize and reproduce
Confidential Information only as needed to carry out the intent of this
Agreement and shall not disclose Confidential Information in any manner without
the Provider's prior written consent except to (i) persons with a "need to know"
as reasonably required to carry out the purpose of this Agreement and (ii) to
its auditors, counsel and other professional advisors and those of its
affiliates in the ordinary course of
6
Recipient's use of the Services; provided, that the foregoing persons have
agreed in writing to hold the Confidential Information in confidence in
accordance with this Section 9. Each Party will take reasonable steps to
prevent, and shall be responsible for, a breach of its obligations by any
employee or third party to whom it has provided Confidential Information. The
Recipient shall promptly notify the Discloser of any unauthorized access to
Confidential Information.
(c) COMPELLED DISCLOSURE. If the Recipient or anyone to whom the
Recipient discloses Confidential Information becomes legally compelled to
disclose any Confidential Information, then, to the extent lawful, the Recipient
will provide the Provider with prompt notice thereof prior to any disclosure,
and will enable Provider to seek a protective order or other appropriate remedy.
If any disclosure of Confidential Information is undertaken in connection with a
legal requirement, the Recipient will disclose only that portion of the
Confidential Information which the Recipient is advised in a reasonable written
opinion of counsel is the minimum legally required, and will assist the Provider
in obtaining confidential treatment therefor. Notwithstanding the forgoing, the
Service Provider may disclose Confidential Information to a regulator without
notice to the Fund Agent upon a request of a regulatory agency.
(d) RETURN OR DESTROY. Upon the termination of this Agreement, the
Parties shall return to each other, or destroy, all Confidential Information of
the other Party, except for (i) copies back-up or archive copies not readily
accessible stored in accordance written policies and (ii) as required by
applicable law. Service Provider may retain Confidential Information to
demonstrate that it has provided the Services. In the event that the Fund Agent
requires the Service Provider to return any Fund Information, the Fund Agent
shall pay Service Provider's then current hourly rates and out of pocket
expenses in connection therewith.
10. NON-EXCLUSIVITY.
The Parties may enter into similar Services agreements with any other person or
persons without the other Party's consent.
11. LIABILITY; ACTS BEYOND CONTROL.
(a) Notwithstanding anything to the contrary in this Agreement, Service
Provider shall not be liable to any of the Fund Parties for any act or omission
of Service Provider, unless such conduct was found to constitute negligence or
willful misconduct. Service Provider shall not be liable for undertaking any act
at the direction of the Fund Agent or for failing to act in the absence of such
direction. Service Provider shall be entitled to rely on the authenticity of any
notice or other communication received from the Fund Agent so long as Service
Provider reasonably believes the same to be genuine. Notwithstanding anything to
the contrary in this Agreement, Service Provider shall not be liable to any Fund
Parties for any indirect, incidental, special, consequential or punitive
damages, including without limitation any damages claimed as a result of lost
profits.
(b) Service Provider shall not be responsible for Costs resulting
directly or indirectly from conditions beyond its reasonable control, including,
but not limited to, war, natural disaster, government or NSCC restrictions or
changes, exchange, market or NSCC rulings, strikes, interruptions of
communications or data processing services, or disruptions in orderly trading on
any exchange or market. The Parties acknowledge that unforeseen circumstances
may temporarily prohibit Service Provider from performing the Services, which
failure shall not be deemed a breach of this Agreement.
7
12. EFFECT OF TERMINATION.
The termination of this Agreement shall not relieve either Party of any
obligation hereunder that accrued prior to such termination and the following
sections under the following captions shall survive the termination of this
Agreement: "Arbitration," "Attorneys' Fees," "Choice of Law," "Confidentiality,"
"Effect of Termination," "Entire Agreement," "Indemnification," "Liability; Acts
Beyond Control," "Notice," "Representations, Warranties and Covenants" and
"Severability."
13. CHOICE OF LAW.
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York without giving effect to the principles of conflicts of
law thereof which would result in the application of the substantive law of
another state.
14. ARBITRATION.
(a) The Parties agree to settle by arbitration, and to cause the Fund
Parties and the Service Provider Parties, as applicable, to settle by
arbitration, any controversy between or among any of them arising out of this
Agreement or the transactions contemplated hereby. Such arbitration will be
conducted in New York County, New York, by, and according to the securities
arbitration rules then in effect of, the American Arbitration Association.
Arbitration may be initiated by serving or mailing a written notice. Any award
the arbitrator makes will be final, and judgment on it may be entered in any
court having jurisdiction. This arbitration agreement shall be enforced and
interpreted exclusively in accordance with applicable federal law, including the
Federal Arbitration Act, and shall survive the bankruptcy of any Party.
(b) The Parties acknowledge that (i) arbitration shall be final and
binding on the Parties; (ii) the Parties are waiving their right to seek
remedies in court, including the right to a jury trial; (iii) pre-arbitration
discovery is generally more limited than and different from court proceedings;
(iv) the arbitrators' award is not required to include factual findings or legal
reasoning and any Party's right to appeal or to seek modification of rulings by
the arbitrators is strictly limited; and (v) the panel of arbitrators will
typically include a minority of arbitrators who were or are affiliated with the
securities industry.
15. ASSIGNMENT BY SERVICE PROVIDER.
Each Party may assign its rights and obligations under this Agreement to any
subsidiary, affiliate or successor by merger or acquisition upon written notice
to, but without the consent of, the other Party, provided each Party maintains
comparable capabilities to fulfill its obligations hereunder.
16. ATTORNEYS' FEES.
In any arbitration, or other proceeding by which one Party either seeks to
enforce its rights under this Agreement (whether in contract, tort or both) or
seeks a declaration of any rights under this Agreement, the prevailing Party
shall be awarded reasonable attorneys' fees, together with any costs and
expenses, to resolve the dispute and enforce the final judgment.
17. NOTICE.
Any notice, demand, or other communication required or permitted under this
Agreement (collectively, a "NOTICE") must be in writing and either delivered
personally, by a nationally recognized overnight courier, or sent by certified
or registered mail, postage prepaid, return receipt requested. A Notice must be
8
addressed to the Fund Agent at the address provided on the signature page hereto
and to Service Provider as follows:
American United Life Insurance Company
Xxx Xxxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxxxxx,XX 00000
Attn: Xxxxx Xxxxx
A Notice delivered personally will be deemed given only when acknowledged in
writing by the Party to whom it is delivered. A Notice delivered via a
nationally recognized overnight courier shall be deemed given as of the next
Business Day after it is sent. A Notice that is sent via mail will be deemed
given three Business Days after it is mailed. The address specified by a party
for notices may be changed by such party by written notice to the other party.
18. SEVERABILITY.
Should any provision of this Agreement be held invalid or unenforceable by any
arbitrator, statute, rule or otherwise, the remaining provisions of this
Agreement will continue in full force and effect. Upon such determination that
provision is invalid or unenforceable,the Parties shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the Parties as
closely as possible in a mutually acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated to
the greatest extent possible.
19. AMENDMENT AND WAIVER.
Any of the terms of this Agreement may be waived, amended or modified in whole
or in part only by a writing signed by the Parties. The Parties may amend any of
the schedules to this Agreement from time to time by exchanging revised executed
copies of them and delivering them to the other Party electronically. No failure
of any Party to insist upon strict performance of any provision of this
Agreement shall constitute a waiver.
20. ENTIRE AGREEMENT; COUNTERPARTS.
This Agreement, together with its accompanying schedule(s),constitutes the
entire Agreement between the Parties with respect to the subject matter hereof.
This Agreement may be executed in two or more counterparts,each of which shall
be an original, and all of which shall constitute one instrument.
[Signature page follows.]
9
IN WITNESS WHEREOF the undersigned have duly executed this Shareholder
Services Agreement as of the date first written above.
FEF DISTRIBUTORS, LLC
By: /s/ Xxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxx Xxxxx
Title: President
Address for Notices:
FEF Distributors, LLC
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Legal Counsel
AMERICAN UNITED LIFE INSURANCE COMPANY, LLC
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
--------------------------------
Title: Assistant Vice President
--------------------------------
SCHEDULE A TO
SHAREHOLDER SERVICES AGREEMENT
THE FUNDS
Please list Funds and CUSIPS:
FUND
NAME R6 R5 R4 R3
----------------------------------- ------------------- ------------------- ------------------- ------------------
First Eagle Global FEGRX 00000X000 FRGLX 00000X000 EAGRX 00000X000 EARGX 00000X000
First Eagle Overseas FEORX 00000X000 FEROX 00000X000 FIORX 00000X000 EAROX 00000X000
First Eagle U.S. Value FEVRX 00000X000 FERVX 00000X000 FIVRX 00000X000 EARVX 00000X000
First Eagle Gold FEURX 00000X000 FERUX 00000X000 FIURX 00000X000 EAURX 00000X000
First Eagle Global Income Builder FEBRX 00000X000 EABRX 00000X000 FIBRX 00000X000 FBRRX 00000X000
First Xxxxx Xxxx Xxxxx XXXXX 00000X000 XXXXX 00000X000 FIHRX 00000X000 EARHX 00000X000
First Eagle Fund of America FEFRX 00000X000 FERFX 00000X000 EAFRX 00000X000 EARFX 00000X000
SCHEDULE B TO
FUND SERVICES AGREEMENT
THE SERVICES
Services provided include, but are not limited to, the following:
a) providing sub-accounting with respect to the Shares or the
information necessary for sub-accounting;
b) establishing and maintaining accounts and records relating to
transactions in the Shares in such form and for such time as may be
required by applicable law;
c) providing a service that invests the assets of Client accounts in
the Shares pursuant to specific or pre-authorized instructions;
d) processing purchase, exchange and redemption requests with the Funds
and placing purchase, exchange and redemption orders with the Funds;
e) collecting, administering and disbursing compensation payments made
by the Funds or its affiliates payable to or for the benefit of the
Customers in connection with the Customers' provision of services to
their Clients;
f) arranging for bank wires;
g) processing dividend and distribution payments from the Funds;
h) assisting the Funds in changing dividend or distribution options,
account designations and addresses;
i) forwarding shareholder communications from the Funds (such as
prospectuses, proxies, shareholder reports, annual and semi-annual
financial statements and dividend, distribution and tax notices);
j) responding to routine inquiries from authorized representatives of
the Customers relating to Services performed by Service Provider;
k) providing or causing to be provided a detailed reporting to the Fund
Agent that includes account type/social code, plan name, account
number, taxpayer identification number ("TIN"), the
individual/international taxpayer identification number ("ITIN"), or
other government-issued identifier ("GII") of any or all
shareholders of the account, name or other identifier of any
intermediary(s), investment professional(s) or agent(s) associated
with the shareholder(s) or account, and beginning account balances,
ending account balances and transactions (purchase, redemption,
transfer or exchange) of shares held through an account maintained
by the Service Provider for each Compensation Period; and
I) other similar services if requested by the Fund Agent.
SCHEDULE C TO
FUND SERVICES AGREEMENT
COMPENSATION
Capitalized terms used in this Schedule have the meanings given them in the
Agreement to which this SCHEDULE C is annexed.
Compensation is indicated in the chart below for each fund & share class and is
shown as an annual rate in one hundredths of one percent (0.XX%) & basis points
(XX bps) of the average daily net asset value of each Fund's Shares held on
record by Service Provider from time to time on behalf of Customers.
FUND
NAME R6 R5 R4 R3
----------------------------------- ------------------ ------------------ ------------------ ------------------
First Eagle Global 0.00% 0.15% 0.15% 0.15%
00 bps 15 bps 15 bps 15 bps
First Eagle Overseas 0.00% 0.15% 0.15% 0.15%
00 bps 15 bps 15 bps 15 bps
First Eagle U.S. Value 0.00% 0.15% 0.15% 0.15%
00 bps 15 bps 15 bps 15 bps
First Eagle Gold 0.00% 0.15% 0.15% 0.15%
00 bps 15 bps 15 bps 15 bps
First Eagle Global Income Builder 0.00% 0.15% 0.15% 0.15%
00 bps 15 bps 15 bps 15 bps
First Eagle High Yield 0.00% 0.15% 0.15% 0.15%
00 bps 15 bps 15 bps 15 bps
First Eagle Fund of America 0.00% 0.15% 0.15% 0.15%
00 bps 15 bps 15 bps 15 bps
