0000930413-16-005707 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 26th, 2016 • First Eagle Funds • New York

This Investment Advisory Agreement, is entered into as of December 1, 2015 by and between FIRST EAGLE FUNDS, a Delaware statutory trust (the “Trust”) with respect to FIRST EAGLE GLOBAL INCOME BUILDER 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”).

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FIRST EAGLE FUNDS (FIRST EAGLE HIGH YIELD FUND) New York, New York 10105 ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • February 26th, 2016 • First Eagle Funds • New York

AGREEMENT effective as of December 1, 2015 between First Eagle Funds, a Delaware statutory trust (the “Trust”) having its principal place of business at 1345 Avenue of the Americas, New York, NY 10105 and acting solely on behalf of its separate series designated the First Eagle High Yield Fund (the “Fund”), and First Eagle Investment Management, LLC (“FEIM”), a Delaware limited liability corporation also having its principal place of business at 1345 Avenue of the Americas, New York, NY 10105.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 26th, 2016 • First Eagle Funds • New York

This Investment Advisory Agreement, is entered into as of December 1, 2015 by and between FIRST EAGLE INVESTMENT MANAGEMENT, LLC, a registered investment adviser organized under the laws of the State of Delaware (the “Adviser”), and First Eagle Gold Cayman Fund, Ltd., a Cayman Islands exempted company (the “Subsidiary”), a wholly-owned subsidiary of the First Eagle Funds, a Delaware statutory trust and open-ended investment company (the “Trust”), on behalf of its series, First Eagle Gold Fund (the “Gold Fund”). The purpose of the Subsidiary is to facilitate the implementation of the Gold Fund’s investment strategies.

FIRST EAGLE FUNDS (FIRST EAGLE GLOBAL FUND, FIRST EAGLE OVERSEAS FUND, FIRST EAGLE GOLD FUND, FIRST EAGLE U.S. VALUE FUND, FIRST EAGLE GLOBAL INCOME BUILDER FUND, FIRST EAGLE HIGH YIELD FUND, FIRST EAGLE FUND OF AMERICA AND FIRST EAGLE ABSOLUTE RETURN...
Underwriting Agreement • February 26th, 2016 • First Eagle Funds • Massachusetts

This Underwriting Agreement, is entered into as of December 1, 2015 by and between First Eagle Funds (the “Trust”), a Delaware statutory trust currently consisting of the portfolios listed on Schedule A, attached hereto, together with all other portfolios subsequently established and made subject to this Agreement and FEF Distributors, LLC.

RULE 12b-1 DISTRIBUTION SERVICE PLAN AND AGREEMENT
Rule 12b-1 Distribution Service Plan and Agreement • February 26th, 2016 • First Eagle Funds

This Rule 12b-1 DISTRIBUTION SERVICE PLAN AND AGREEMENT, is entered into as of December 1, 2015 (the “Plan”) between First Eagle Funds, a Delaware statutory trust (the “Trust”), and FEF Distributors, LLC, a Delaware limited liability company (“FEF Distributors”).

FIRST EAGLE INVESTMENT MANAGEMENT, LLC (FIRST EAGLE FUND OF AMERICA) 1345 Avenue of the Americas New York, New York 10105 SUBADVISORY AGREEMENT
Subadvisory Agreement • February 26th, 2016 • First Eagle Funds • New York

This SUBADVISORY AGREEMENT (the “Agreement”) is dated as of December 1, 2015 by and between FIRST EAGLE INVESTMENT MANAGEMENT, LLC, a registered investment adviser organized under the laws of the State of Delaware (the “Adviser”), and IRIDIAN ASSET MANAGEMENT LLC, a registered investment adviser organized under the laws of Delaware (the “Subadviser”).

AGENCY AGREEMENT
Agency Agreement • February 26th, 2016 • First Eagle Funds • Missouri

THIS AGREEMENT made the ___ day of ______________, 2016, by and between First Eagle Funds, a Delaware statutory trust, First Eagle Variable Funds, a Delaware statuatory trust, each having its principal place of business at 1345 Avenue of the Americas, New York, New York 10105 (each of First Eagle Funds and First Eagle Variable Funds referred to herein as the “Fund”), and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 (“DST”).

FIRST EAGLE FUNDS (FIRST EAGLE FUND OF AMERICA) 1345 Avenue of the Americas New York, New York 10105 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 26th, 2016 • First Eagle Funds • New York

This Investment Advisory Agreement, is entered into as of December 1, 2015 by and between FIRST EAGLE FUNDS, a Delaware statutory trust (the “Trust”) with respect to FIRST EAGLE FUND OF AMERICA (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”).

FIRST EAGLE FUNDS (FIRST EAGLE GLOBAL FUND, FIRST EAGLE OVERSEAS FUND, FIRST EAGLE GOLD FUND AND FIRST EAGLE U.S. VALUE FUND) New York, New York 10 105 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 26th, 2016 • First Eagle Funds • New York

This Investment Advisory Agreement is entered into as of December 1, 2015 by and between FIRST EAGLE FUNDS, a Delaware statutory trust (the “Trust”) with respect to FIRST EAGLE GLOBAL FUND, FIRST EAGLE OVERSEAS FUND, FIRST EAGLE GOLD FUND AND FIRST EAGLE U.S. VALUE FUND (each a series of the Trust and referred to herein individually as a “Fund” or collectively as the “Funds”) and FIRST EAGLE INVESTMENT MANAGEMENT, LLC, a registered investment adviser organized under the laws of the State of Delaware (the “Adviser”).

FEE WAIVER AGREEMENT (First Eagle U.S. Value Cayman Fund, Ltd.)
Fee Waiver Agreement • February 26th, 2016 • First Eagle Funds • New York

AGREEMENT, made as of this 23rd day of February, 2016, between First Eagle U.S. Value Cayman Fund, Ltd., a Cayman Islands exempted company (the “Subsidiary”), a wholly-owned subsidiary of the First Eagle Funds, a Delaware statutory trust and open-ended investment company (the “Trust”), on behalf of its series, First Eagle U.S. Value Fund (the “U.S. Value Fund”), and First Eagle Investment Management, LLC (“FEIM”).

Re: Investment Management Fee for First Eagle Fund of America (the “Fund”)
Investment Advisory Agreement • February 26th, 2016 • First Eagle Funds

This letter relates to the December 1, 2015 Investment Advisory Agreement (the “Agreement”) between First Eagle Funds on behalf of the Fund and First Eagle Investment Management, LLC (the “Investment Adviser”), which provides that the Fund will pay monthly an investment management fee at the annual rate of 1.00% of the first $1.5 billion of the average daily net assets of the Fund, 0.95% on the next $1 billion of the average daily net assets of the Fund, 0.90% on the next $2.5 billion of the average daily net assets of the Fund and 0.85% on the average daily net assets of the Fund in excess of $5 billion of the average daily net assets of the Fund.

AMENDED AND RESTATED FEE WAIVER AGREEMENT (First Eagle High Yield Fund)
Fee Waiver Agreement • February 26th, 2016 • First Eagle Funds • New York

This AMENDED AND RESTATED AGREEMENT, made as of this 23rd day of February, 2016, between First Eagle Funds (the “Trust”), on behalf of its series of shares designated as the First Eagle High Yield Fund (“High Yield Fund”), and First Eagle Investment Management, LLC (“FEIM”).

FEE WAIVER AGREEMENT (First Eagle U.S. Value Fund)
Fee Waiver Agreement • February 26th, 2016 • First Eagle Funds • New York

AGREEMENT, made as of this 23rd day of February, 2016, between First Eagle Funds (the “Trust”), on behalf of its series of shares designated as the First Eagle U.S. Value Fund (“U.S. Value Fund”), and First Eagle Investment Management, LLC (“FEIM”).

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