0001104659-20-126990 Sample Contracts

AGENCY AGREEMENT
Agency Agreement • November 19th, 2020 • First Eagle Credit Opportunities Fund • Missouri

THIS AGREEMENT made the first day of March, 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”).

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FIRST EAGLE CREDIT OPPORTUNITIES FUND MANAGEMENT AGREEMENT
Management Agreement • November 19th, 2020 • First Eagle Credit Opportunities Fund • New York

This Management Agreement, is entered into as of September 11, 2020 by and between FIRST EAGLE CREDIT OPPORTUNITIES FUND, a Delaware statutory trust (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 CREDIT OPPORTUNITIES FUND New York, New York 10105 UNDERWRITING AGREEMENT
Underwriting Agreement • November 19th, 2020 • First Eagle Credit Opportunities Fund • New York

This Underwriting Agreement, is entered into as of , 2020 by and between First Eagle Credit Opportunities Fund (the “Trust”), a Delaware statutory trust, and FEF Distributors, LLC, a Delaware limited liability company (“FEF Distributors”).

JOINDER AND AMENDMENT TO GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • November 19th, 2020 • First Eagle Credit Opportunities Fund • New York

This Joinder and Amendment (“Amendment”) to the Global Custody Agreement dated April 18, 2017, as amended or supplemented as of the date hereof (the “Principal Agreement”), among each entity managed by First Eagle Investment Management, LLC that is set forth on Exhibit A (each, the “Customer”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), in entered into among each of the aforementioned parties, and the New Fund (as defined below), and is effective as of August , 2020 (the “Effective Date”).

SUB-ADVISORY AGREEMENT AMONG FIRST EAGLE CREDIT OPPORTUNITIES FUND FIRST EAGLE INVESTMENT MANAGEMENT, LLC, AND FIRST EAGLE ALTERNATIVE CREDIT, LLC
Sub-Advisory Agreement • November 19th, 2020 • First Eagle Credit Opportunities Fund • Delaware

This Sub-Advisory Agreement (this “Agreement”) is made as of September 11, 2020, by and among First Eagle Credit Opportunities Fund, a Delaware statutory trust (the “Fund”), First Eagle Investment Management, LLC, a Delaware limited liability company (the “Adviser”), and First Eagle Alternative Credit, LLC, a Delaware limited liability company (the “Sub-Adviser”).

AMENDED AND RESTATED FUND SERVICES AGREEMENT BETWEEN EACH FIRST EAGLE ENTITY SET FORTH ON EXHIBIT A HERETO AND
Fund Services Agreement • November 19th, 2020 • First Eagle Credit Opportunities Fund • New York

This agreement, dated September , 2020 (this “Agreement”), is between each entity managed by First Eagle Investment Management, LLC or First Eagle Alternative Credit, LLC, that is set forth on Exhibit A, each of whose principal place of business is at 1345 Avenue of the Americas, New York, NY 10105 (each, the “Customer”), and JPMORGAN CHASE BANK, N.A. with a place of business at 70 Fargo Street, Boston, MA 02210 (“J.P. Morgan”).

AMENDMENT To Agency Agreement between First Eagle Funds, First Eagle Variable Funds and DST Systems, Inc.
Agency Agreement • November 19th, 2020 • First Eagle Credit Opportunities Fund

This amendment (the “Amendment”), effective as of August 10, 2020 (the “Amendment Effective Date”), is by and between First Eagle Funds, First Eagle Variable Funds and First Eagle Credit Opportunities Fund (each of First Eagle Funds, First Eagle Variable Funds and First Eagle Credit Opportunities Fund referred to herein as the “Fund”) and DST Systems, Inc. (“DST”). DST, First Eagle Funds and First Eagle Variable Funds are parties to the Agency Agreement dated March 1, 2016 (the “Agreement”).

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