FIRST EAGLE FUNDS
(FIRST EAGLE U.S. XXXX CAP OPPORTUNITY FUND)
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
INVESTMENT ADVISORY AGREEMENT
This Investment Advisory Agreement, is entered into as of August 15, 2022
by and between FIRST EAGLE FUNDS, a Delaware statutory trust (the "Trust")
with respect to FIRST EAGLE U.S. XXXX CAP OPPORTUNITY 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 parties wish to enter into an investment advisory 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 Trust and 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 current Prospectus and Statement of Additional Information
or as the Board of Trustees may direct from time to time.
(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 [0.70]% 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 xxxxxx 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 for an initial two-year term
after the effective date hereof and from year to year thereafter,
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:_____________________
Name: XXXXXXX XXXXXXX
Title: Secretary
FIRST EAGLE INVESTMENT MANAGEMENT, LLC
By:_____________________
Name: XXXXX XXXXXX
Title: President and CEO
