As filed with the Securities and Exchange Commission on July 2, 2018
REGISTRATION NO. 033-63560 and 811-7762
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | x | ||
PRE-EFFECTIVE AMENDMENT NO. | o | ||
POST-EFFECTIVE AMENDMENT NO. 89 | x |
AND/OR
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | x | ||
AMENDMENT NO. 91 | x |
(CHECK APPROPRIATE BOX OR BOXES)
FIRST
EAGLE FUNDS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 698-3300
SHEELYN MICHAEL
FIRST EAGLE FUNDS
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY
TO:
NATHAN J. GREENE, ESQ.
SHEARMAN & STERLING LLP
599 LEXINGTON AVENUE
NEW YORK, NY 10022
This post-effective amendment will become effective immediately pursuant to Rule 462(d).
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EXPLANATORY NOTE
This Post-Effective Amendment No. 89 to the Registration Statement on Form N-1A (File No. 33-63560) of First Eagle Funds (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 89 consists only of a facing page, this explanatory note, Part C of the Registration Statement, and exhibits (h)(7), (n) and (q) filed pursuant to Item 28 of the Registration Statement. This Post-Effective Amendment No. 89 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 89 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
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FIRST EAGLE FUNDS
PART C
OTHER INFORMATION
Item 28. Exhibits
EXHIBIT | |||
(a) | — | Amended and Restated Agreement and Declaration of Trust of Registrant.(19) | |
(b) | — | Amended and Restated By-Laws of the Registrant.(19) | |
(c) | — | Specimen Certificates representing shares of Common Stock ($.001 par value). (1) | |
(d)(1) | — | Investment Advisory Contract between the Registrant and First Eagle Investment Management, LLC (“FEIM”).(17) | |
(d)(2) | — | Investment Advisory Contract between the Registrant and FEIM with respect to First Eagle Fund of America.(17) | |
(d)(3) | — | Sub-advisory Agreement between FEIM and Iridian Asset Management LLC with respect to the First Eagle Fund of America.(17) | |
(d)(4) | — | Investment Advisory Contract between the Registrant and FEIM with respect to First Eagle High Yield Fund.(17) | |
(d)(5) | — | Investment Advisory Contract between the Registrant and FEIM with respect to First Eagle Global Income Builder Fund. (17) | |
(d)(6) | — | Investment Advisory Contract between FEIM and First Eagle Global Cayman Fund, Ltd.(17) | |
(d)(7) | — | Investment Advisory Contract between FEIM and First Eagle Overseas Cayman Fund, Ltd.(17) | |
(d)(8) | — | Investment Advisory Contract between FEIM and First Eagle U.S. Value Cayman Fund, Ltd.(17) | |
(d)(9) | — | Investment Advisory Contract between FEIM and First Eagle Gold Cayman Fund, Ltd.(17) | |
(d)(10) | — | FEIM side letter with respect to FEIM investment management fee amendment for First Eagle Fund of America. (23) | |
(e)(1) | — | Underwriting Agreement between the Registrant and FEF Distributors, LLC. (“FEF Distributors”).(17) | |
(e)(2) | — | Forms of Selling Group Agreement. (12) | |
(f) | — | Not applicable. | |
(g)(1) | — | Global Custody Agreement between the Registrant and JPMorgan Chase Bank, N.A. (23) | |
(g)(2) | — | Transfer Agency and Registrar Agreement between the Registrant and DST Systems, Inc.(17) | |
(h)(1) | — | Administrative Services Agreement between the Registrant (on behalf of First Eagle High Yield Fund) and FEIM.(17) | |
(h)(2) | — | Administrative Services Agreement between the Registrant (on behalf of First Eagle Global Income Builder Fund) and FEIM.(17) | |
(h)(3) | — | Amended and Restated Fee Waiver Agreement between the Registrant (on behalf of First Eagle U.S. Value Fund) and FEIM.(24) | |
(h)(4) | — | Amended and Restated Fee Waiver Agreement between the Registrant (on behalf of First Eagle U.S. Value Cayman Fund) and FEIM.(24) | |
(h)(5) | — | Amended and Restated Fee Waiver Agreement between the Registrant (on behalf of First Eagle High Yield Fund) and FEIM.(24) | |
(h)(6) | — | Fund Services Agreement between the Registrant and JPMorgan Chase Bank, N.A. (23) | |
(h)(7) | — | FEIM side letter with respect to FEIM investment management fee waiver for First Eagle High Yield Fund. Filed herewith. | |
(i) | — | Not applicable. | |
(j)(1) | — | Consent of PricewaterhouseCoopers LLP.(24) | |
(j)(2) | — | Shearman & Sterling LLP Opinion with respect to 2004 Reorganization.(7) | |
(j)(3) | — | Stradley Ronan Stevens & Young, LLP Opinion with respect to the tax consequences of the 2011 Reorganization.(11) |
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EXHIBIT | |||
(j)(4) | — | Richards, Layton & Finger, P.A. Opinion with respect to the offering of shares of First Eagle High Yield Fund.(11) | |
(k) | — | Not applicable. | |
(l) | — | Not applicable. | |
(m) | — | Rule 12b-1 Distribution Plan and Agreement between the Registrant and FEF Distributors.(20) | |
(n) | — | Amended and Restated Multiple Class Plan pursuant to Rule 18f-3. Filed herewith. | |
(o) | — | Not applicable. | |
(p) | — | Code of Ethics.(22) | |
(q) | — | Powers of Attorney. Filed herewith. |
(1) | Incorporated herein by reference to Pre-Effective Amendment No. 2 filed on or about August 30, 1993. |
(2) | Reserved. |
(3) | Reserved. |
(4) | Reserved. |
(5) | Reserved. |
(6) | Reserved. |
(7) | Incorporated herein by reference to Post-Effective Amendment No. 26 filed on or about February 27, 2007. |
(8) | Reserved. |
(9) | Reserved. |
(10) | Incorporated herein by reference to Post-Effective Amendment No. 37 filed on or about October 14, 2011. |
(11) | Incorporated herein by reference to Pre-Effective Amendment No. 1 on Form N-14 filed on or about November 28, 2011. |
(12) | Incorporated herein by reference to Post-Effective Amendment No. 44 filed on or about February 24, 2012. |
(13) | Reserved. |
(14) | Reserved. |
(15) | Incorporated herein by reference to Post-Effective Amendment No. 65 filed on or about February 25, 2015. |
(16) | Incorporated herein by reference to Post-Effective Amendment No. 67 filed on or about March 2, 2015. |
(17) | Incorporated herein by reference to Post-Effective Amendment No. 73 filed on or about February 26, 2016. |
(18) | Incorporated herein by reference to Post-Effective Amendment No. 74 filed on or about February 26, 2016. |
(19) | Incorporated herein by reference to Post-Effective Amendment No. 78 filed on or about December 23, 2016. |
(20) | Incorporated herein by reference to Post-Effective Amendment No. 79 filed on or about February 3, 2017. |
(21) | Reserved. |
(22) | Incorporated herein by reference to Post-Effective Amendment No. 84 filed on or about April 7, 2017. |
(23) | Incorporated herein by reference to Post-Effective Amendment No. 86 filed on or about July 5, 2017. |
(24) | Incorporated herein by reference to Post-Effective Amendment No. 87 filed on or about February 28, 2018. |
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Item 29. Person Controlled or Under Common Control With Registrant
None.
Item 30. Indemnification
Reference is made to the provisions of Article Three, Section Seven and Article Seven, Section Two of Registrant’s Amended and Restated Agreement and Declaration of Trust, which document is incorporated herein by reference to Post-Effective Amendment No. 78 to the Registration Statement on Form N-1A (File No. 811-7762) filed on December 23, 2016, together with the entirety of Article Six of Registrant’s Amended and Restated By-Laws, which document is incorporated herein by reference to Post-Effective Amendment No. 78 to the Registration Statement on Form N-1A (File No. 811-7762) filed on December 23, 2016.
The general effect of these provisions, and related statutory indemnification benefits as may be available under Delaware or other applicable state or federal laws, is to protect trustees, officers, employees and agents of Registrant against legal liability and expenses incurred by reason of their service to Registrant. In accord with the foregoing, Registrant shall indemnify its trustees, officers, employees and agents against judgments, fines, penalties, settlements and expenses to the fullest extent authorized, and in the manner permitted, by applicable state and federal law.
In addition, the Registrant will maintain a trustees’ and officers’ errors and omissions liability insurance policy protecting directors and officers against liability for claims made by reason of any acts, errors or omissions committed in their capacity as trustees or officers. The policy will contain certain exclusions, among which is exclusion from coverage for active or deliberate dishonest or fraudulent acts and exclusion for fines or penalties imposed by law or other matters deemed uninsurable.
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Item 31. Business and Other Connections of Investment Adviser
First Eagle Investment Management, LLC is the Registrant’s investment adviser. Its primary office is located at 1345 Avenue of the Americas, New York, New York, 10105. In addition to the Registrant, First Eagle Investment Management, LLC acts as investment adviser to First Eagle Variable Funds and to certain investment vehicles and accounts not subject to registration with the Securities and Exchange Commission.
First Eagle Investment Management, LLC is a subsidiary of First Eagle Holdings, Inc. (“First Eagle Holdings”), a privately-owned holding company organized under the laws of the State of New York, which has a substantial amount of assets under management in the form of individual accounts, and, through the Adviser, Fund accounts. In connection with another subsidiary, FEF Distributors, LLC, a registered broker-dealer, the principal underwriter to the Registrant, First Eagle Holdings is substantially involved in the distribution of mutual fund shares. The business and other connections of the Adviser’s directors and officers are as follows:
Name | Position with the Adviser | Business and Other Connections | ||
Mehdi Mahmud | President and Chief Executive Officer | President, First Eagle Funds and First Eagle Variable Funds; Director, First Eagle Amundi; prior to March 2016, Chairman and Chief Executive Officer, Jennison Associates LLC; prior to 2012, Vice Chairman and Chief Operating Officer, Jennison Associates LLC | ||
David O’Connor | General Counsel and Senior Vice President | General Counsel, First Eagle Funds and First Eagle Variable Funds; General Counsel, First Eagle Holdings, Inc.; Secretary and General Counsel, FEF Distributors, LLC; Director, First Eagle Amundi; prior to January 2017, Investment Management Consultant; prior to June 2015, Executive Vice President Strategic Investment Initiatives and General Counsel, Delaware Investments | ||
Robert Bruno | Senior Vice President | President, FEF Distributors, LLC; Senior Vice President, First Eagle Funds and First Eagle Variable Funds | ||
Lynn Perkins | Chief Financial Officer | Prior to February 2013, Managing Director and Global Chief Operating Officer, Credit Suisse Asset Management, Distribution |
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Name | Position with the Adviser | Business and Other Connections | ||
Albert Pisano | Chief Compliance Officer, Senior Vice President | Chief Compliance Officer, First Eagle Funds and First Eagle Variable Funds; prior to June 30, 2014, Director and Chief Compliance Officer of Allianz Global Investors Fund Management LLC, and also served as Deputy Chief Compliance Officer for Allianz Global Investors U.S. LLC |
Iridian Asset Management LLC (“Iridian”), whose primary office is located at 276 Post Road West, Westport, Connecticut 06880, is the investment sub-adviser to the First Eagle Fund of America. Iridian provides investment management services to other registered and unregistered investment companies, institutional investors and individuals. The business and other connections of Iridian’s directors and officers are as follows:
Name | Position with Iridian | Business and Other Connections | ||
David L. Cohen | Co-President, Co-Chief Executive Officer, and Co-Chief Investment Officer | |||
Harold J. Levy | Co-President, Co-Chief Executive Officer, and Co-Chief Investment Officer | |||
Jeffrey M. Elliott | Chief Operating Officer, Chief Financial Officer and Secretary | |||
Lane Steven Bucklan | General Counsel and Chief Compliance Officer |
Additional information regarding both First Eagle Investment Management, LLC and Iridian is provided in the body of this Registration Statement on Form N-1A under the heading “Investment Advisory and Other Services.”
Item 32. Principal Underwriters
(a) | FEF Distributors, LLC is the Registrant’s distributor (the “Distributor”). It also serves as principal underwriter for First Eagle Variable Funds. |
(b) | The positions and offices of the Distributor’s directors and officers who serve the Registrant are as follows: |
Name and Business Address* |
Position and Offices with
Underwriter |
Position and Offices with
Registrant |
||
Robert Bruno | President | Senior Vice President | ||
David O’Connor | Secretary | General Counsel | ||
Modestino Carullo | Chief Compliance Officer | None | ||
Michael Luzzatto | Vice President | Vice President |
* | The address of each person named above is 1345 Avenue of the Americas, New York, New York 10105. |
(c) The Registrant has no principal underwriter which is not an affiliated person of the Registrant.
Item 33. Location of Accounts and Records
All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are maintained at the offices of the Registrant, 1345 Avenue of
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the Americas, New York, NY 10105 with the exception of certain accounts, books and other documents which are kept by the Registrant’s custodian, JPMorgan Chase Bank, N.A., 4 Chase Metrotech Center, Floor 16, Brooklyn, New York, 11245 and registrar and shareholder servicing agent, DST Systems, Inc., P.O. Box 419324, Kansas City, Missouri, 64141-6324.
Item 34. Management Services
Not applicable.
Item 35. Undertakings
The Registrant undertakes to call a meeting of shareholders for the purpose of voting upon the question of removal of a director, if requested to do so by the holders of at least 10% of a Fund’s outstanding shares, and that it will assist communication with other shareholders as required by Section 16(c) of the Investment Company Act of 1940.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York, as of the 2 nd day of July, 2018.
FIRST EAGLE FUNDS | |||
By: | /s/ MEHDI MAHMUD | ||
MEHDI MAHMUD | |||
PRESIDENT |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE | CAPACITY | DATE | ||
/s/ LISA ANDERSON* | Trustee | July 2, 2018 | ||
(LISA ANDERSON) | ||||
/s/ JOHN P. ARNHOLD* | Trustee | July 2, 2018 | ||
(JOHN P. ARNHOLD) | ||||
/s/ JEAN-MARIE EVEILLARD* | Trustee | July 2, 2018 | ||
(JEAN-MARIE EVEILLARD) | ||||
/s/ CANDACE K. BEINECKE* | Trustee | July 2, 2018 | ||
(CANDACE K. BEINECKE) | ||||
/s/ JEAN D. HAMILTON* | Trustee | July 2, 2018 | ||
(JEAN D. HAMILTON) | ||||
/s/ JAMES E. JORDAN* | Trustee | July 2, 2018 | ||
(JAMES E. JORDAN) | ||||
/s/ WILLIAM M. KELLY* | Trustee | July 2, 2018 | ||
(WILLIAM M. KELLY) | ||||
/s/ PAUL J. LAWLER* | Trustee | July 2, 2018 | ||
(PAUL J. LAWLER) | ||||
/s/ JOSEPH MALONE* | Chief Financial Officer | July 2, 2018 | ||
(JOSEPH MALONE) |
*By: | /S/ SHEELYN MICHAEL | |
Sheelyn Michael | ||
Power-of-Attorney |
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SIGNATURES
First Eagle Global Cayman Fund, Ltd., First Eagle Overseas Cayman Fund, Ltd., First Eagle U.S. Value Cayman Fund, Ltd. and First Eagle Gold Cayman Fund, Ltd. has duly cause this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York and State of New York, as of the 2 nd day of July, 2018.
FIRST EAGLE GLOBAL CAYMAN FUND, LTD.
FIRST EAGLE OVERSEAS CAYMAN FUND, LTD.
FIRST EAGLE U.S. VALUE CAYMAN FUND, LTD.
FIRST EAGLE GOLD CAYMAN FUND, LTD.
SIGNATURE | CAPACITY | DATE | ||
/s/ PETER HUBER* | Director | July 2, 2018 | ||
(PETER HUBER) | ||||
/s/ GLENN MITCHELL* | Director | July 2, 2018 | ||
(GLENN MITCHELL) |
*By: | /S/ SHEELYN MICHAEL | |
Sheelyn Michael | ||
Power-of-Attorney |
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EXHIBIT INDEX
(h)(7) | FEIM side letter with respect to FEIM investment management fee waiver for First Eagle High Yield Fund. |
(n) | Amended and Restated Multiple Class Plan pursuant to Rule 18f-3. |
(q) | Powers of Attorney. |
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Exhibit 99(h)(7)
July 2, 2018
First Eagle Funds
1345 Avenue of the Americas
New York, NY 10105
Re: Investment Management Fee for First Eagle High Yield Fund (the “Fund”)
Dear First Eagle Funds:
This letter relates to the December 1, 2015 Investment Advisory Agreement (the “Agreement”) and the February 21, 2018 Fee Waiver Agreement (the “2018 Waiver Agreement”) between First Eagle Funds on behalf of the Fund and First Eagle Investment Management, LLC (the “Investment Adviser”), which Agreement provides that 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, reduced pursuant to the 2018 Waiver Agreement to an effective annual rate of 0.65% of the average daily net assets of the Fund.
Notwithstanding the foregoing, we intend by this letter to bind the Investment Adviser to a modification of the Agreement and the 2018 Waiver Agreement to provide for the Adviser to waive its management fee by an additional 0.05%, which has the effect of reducing the management fee to an annual rate of 0.60% of the average daily net assets of the Fund.
We will consider us to be bound to this additional waiver, and thus the 0.60% effective management fee as of July 1, 2018 and continuing through and including February 29, 2020. For the avoidance of doubt, this letter affects only the stated fee arrangement (and the term of the 2018 Fee Waiver Agreement), each of which is effectively superseded hereby. No other provision of the Agreement or 2018 Waiver Agreement is changed hereby.
FIRST EAGLE INVESTMENT MANAGEMENT, LLC
By: _______________________________
Name: Mehdi Mahmud
Title: President and CEO
Exhibit 99(n)
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
AMENDED AND RESTATED MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
WHEREAS, First Eagle Funds (the “Trust”) engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, shares of beneficial interest of the Trust are currently divided into seven series: First Eagle Global Fund (“Global Fund”), First Eagle Overseas Fund (“Overseas Fund”), First Eagle Gold Fund (“Gold Fund”), First Eagle U.S. Value Fund (“U.S. Value Fund”), First Eagle Global Income Builder Fund (“Global Income Builder Fund”), First Eagle High Yield Fund (“High Yield Fund”) and First Eagle Fund of America (each, a “Fund” and collectively, the “Funds”); and
WHEREAS, the Trust employs First Eagle Investment Management, LLC (the “Adviser”) as its investment adviser, and FEF Distributors, LLC (“Underwriter”) as underwriter and distributor of the securities of which it is the issuer.
NOW, THEREFORE, the Trust hereby adopts, on behalf of the Funds, an Amended and Restated Multi-Class Plan pursuant to Rule 18f-3 under the 1940 Act (the “Plan”), as set forth below:
1. Features of the Classes . Each Fund shall issue its share of beneficial interest in eight classes (nine classes in the case of First Eagle Fund of America):
§ | Class A Shares |
§ | Class C Shares |
§ | Class R3 Shares |
§ | Class R4 Shares |
§ | Class R5 Shares |
§ | Class R6 Shares |
§ | Class Y Shares (only for First Eagle Fund of America) |
§ | Class I Shares |
§ | Class T Shares |
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Shares of each class of a Fund shall represent an equal pro rata interest in that Fund and, generally, shall have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications, and terms and conditions, except that: (a) each class of a Fund shall have a different designation; (b) each class of a Fund shall bear any Class Expenses, as defined in Section 3 below; (c) each class of a Fund shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its distribution arrangement; and (d) each class of a Fund shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class of the Fund. In addition, shares of each class of a Fund shall have the features described in Paragraphs 2, 3, 4 and 5 below.
2. Distribution Plan . The Trust has adopted a Distribution Plan with respect to the Class A Shares, Class C Shares, Class R3 Shares, Class R4 Shares and Class T Shares of each of the Global Fund, Overseas Fund, Gold Fund, U.S. Value Fund, Global Income Builder Fund and High Yield Fund pursuant to Rule 12b-1 promulgated under the 1940 Act.
§ | The Class A Distribution Plan authorizes the Trust to make payments to the Underwriter for distribution and shareholder services, and for otherwise promoting the sale of the Class A Shares of each Fund, at an annual rate of up to 0.25% of the average daily net asset value of the assets attributable to the Class A Shares of that Fund. |
§ | The Class C Distribution Plan authorizes the Trust to make payment to the Underwriter for distribution and shareholder services, and for otherwise promoting the sale of Class C shares of each Fund, at an annual rate of up to 1.00% of the average daily net asset value of the assets attributable to the Class C shares of that Fund, provided that up to 0.25% of such average daily net assets may be designated out of such payment as a “service fee”, as defined in the rules and policy statements of the Financial Industry Regulatory Authority, Inc. (“FINRA”). |
§ | The Class R3 Distribution Plan authorizes the Trust to make payments to the Underwriter for distribution and shareholder services, and for otherwise promoting the sale of the Class R3 Shares of each Fund, at an annual rate of up to 0.35% of the average daily net asset value of the assets attributable to the Class R3 Shares of that Fund, provided that up to 0.10% of such average daily net assets may be designated out of such payment as a “service fee,” as defined in the rules and policy statements of the FINRA. |
§ | The Class R4 Distribution Plan authorizes the Trust to make payments to the Underwriter for distribution and shareholder services, and for otherwise promoting the sale of the Class R4 Shares of each Fund, at an annual rate of up to 0.10% of the average daily net asset value of the assets attributable to the Class R4 Shares of that Fund. |
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§ | The Class T Distribution Plan authorizes the Trust to make payments to the Underwriter for distribution and shareholder services, and for otherwise promoting the sale of the Class T Shares of each Fund, at an annual rate of up to 0.25% of the average daily net asset value of the assets attributable to the Class T Shares of that Fund. |
The Trust has adopted a Distribution Plan with respect to the Class A Shares, Class C Shares, Class Y Shares, Class R3 Shares, Class R4 Shares and Class T Shares of First Eagle Fund of America.
§ | The Class A Distribution Plan authorizes the Trust to make payments to the Underwriter for distribution and shareholder services, and for otherwise promoting the sale of the Class A Shares, at an annual rate of up to 0.25% of the average daily net asset value of the assets attributable to the Class A Shares. |
§ | The Class C Distribution Plan authorizes the Trust to make payments to the Underwriter for distribution and shareholder services, and for otherwise promoting the sale of Class C Shares, at an annual rate of up to 1.00% of the average daily net asset value of the assets attributable to the Class C Shares, provided that up to 0.25% of such average daily net assets may be designated out of such payment as a “service fee,” as defined in the rules and policy statements of the FINRA. |
§ | The Class Y Distribution Plan authorizes the Trust to make payments to the Underwriter for distribution and shareholder services, and for otherwise promoting the sale of Class Y Shares, at an annual rate of up to 0.25% of the average daily net asset value of the assets attributable to the Class Y Shares. |
§ | The Class R3 Distribution Plan authorizes the Trust to make payments to the Underwriter for distribution and shareholder services, and for otherwise promoting the sale of the Class R3 Shares, at an annual rate of up to 0.35% of the average daily net asset value of the assets attributable to the Class R3 Shares, provided that up to 0.10% of such average daily net assets may be designated out of such payment as a “service fee,” as defined in the rules and policy statements of the FINRA. |
§ | The Class R4 Distribution Plan authorizes the Trust to make payments to the Underwriter for distribution and shareholder services, and for otherwise promoting the sale of the Class R4 Shares, at an annual rate of up to 0.10% of the average daily net asset value of the assets attributable to the Class R4 Shares. |
§ | The Class T Distribution Plan authorizes the Trust to make payments to the Underwriter for distribution and shareholder services, and for otherwise promoting the sale of the Class T Shares, at an annual rate of up to 0.25% of the average daily net asset value of the assets attributable to the Class T Shares. |
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Each Plan further authorizes the Adviser to make assistance payments out of the Adviser’s own resources to brokers, financial institutions and other financial intermediaries for shareholder accounts as to which a payee has rendered distribution services to the Trust. The Class I Shares and those Class R Shares not listed above (i.e., Class R5 and Class R6) of each Fund shall not participate in either Distribution Plan, nor shall any amounts payable under any Distribution Plan be used to make payments for distribution or other services incurred in connection with the sale of Class I and such Class R Shares (i.e., Class R5 and Class R6).
As used herein, the term “distribution and shareholder services” shall include, without limitation, paying for the printing and distribution of prospectuses sent to prospective investors, the preparation, printing and distribution of sales literature and the expenses associated with media advertisements and telephone and written correspondence with investors or prospective investors.
3. Allocation of Income and Expenses .
(a) The gross income of each Fund shall, generally, be allocated among the classes of that Fund on the basis of the relative net assets attributable to each Fund’s classes. To the extent practicable, certain expenses (other than Class Expenses, as defined below, which shall be allocated more specifically) shall be subtracted from the gross income on the basis of the relative net assets of each class of the Fund. These expenses include:
(1) Expenses incurred by the Trust (for example, fees of Trustees, auditors and legal counsel) not attributable to a particular Fund or to a particular class of shares of a Fund (“Trust Level Expenses”) that are allocated to the Fund; and
(2) Expenses incurred by a Fund not attributable to any particular class of the Fund’s shares (for example, advisory fees, custodial fees, or other expenses relating to the management of the Fund’s assets) (“Fund Expenses”).
(b) Expenses attributable to a particular class (“Class Expenses”) shall be limited to: (i) payments made pursuant to a distribution plan and/or a service plan; (ii) transfer agent fees attributable to a specific class; (iii) printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxies to current shareholders of a specific class; (iv) Blue Sky registration fees incurred by a class; (v) SEC registration fees incurred by a class; (vi) the expense of administrative personnel and services to support the shareholders of a specific class; (vii) litigation or other legal expenses relating solely to one class; and (viii) trustees’ fees incurred as a result of issues relating to one class. Expenses in category (i) above must be allocated to the class for which covered distribution expenses are incurred. All other “Class Expenses” listed in categories (ii)-(viii) above may be allocated to a class but only if the President or Chief Financial Officer has determined, subject to Board approval or ratification, that such categories of expenses may be treated as Class Expenses consistent with applicable legal principles under the 1940 Act and the Internal Revenue Code of 1986, as amended.
Accordingly, expenses of a Fund shall be apportioned to each class of shares depending on the nature of the expense item. Trust Level Expenses and Fund Expenses will be
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allocated among the classes of shares of such Fund based on their relative net asset values. Class Expenses shall be allocated to the particular class to which they are attributable. In addition, certain expenses may be allocated differently if their method of imposition changes. Thus, if a Class Expense can no longer be attributed to a class, it shall be charged to a Fund for allocation among the classes, as determined by the Board of Trustees. Any additional Class Expenses not specifically identified above which are subsequently identified and determined to be properly allocated to one class of shares shall not be so allocated until approved by the Board of Trustees of the Trust in light of the requirements of the 1940 Act and the Internal Revenue Code of 1986, as amended.
4. Exchange Privileges . Subject to limitations disclosed in a Fund’s Prospectus or Statement of Additional Information and in accordance with the procedures described therein, the shares of each Fund may be exchanged for the shares of each of the Trust’s other funds. The exchange privileges may be modified or terminated at any time, or from time to time (in each case, upon 60 days’ notice to shareholders with respect to any termination or modification that would have the effect of limiting shareholder exchange privileges, provided that no such notice is required with respect to exchanges for shares of a fund that for any reason ceases to accept subscriptions). Exchanges of Class T shares are not permitted.
5. Conversion Features . (a) Subject to limitations and eligibility requirements disclosed in a Fund’s Prospectus or Statement of Additional Information and to any conversion procedures, including share holding periods and/or conversion charges, described therein, the shares of each Fund may be converted as follows:
(1) Class A shares and Class C shares of a Fund and Class Y shares of the Fund of America having an aggregate value of $1 million or more may be converted into Class I shares of the same Fund, and Class A shares of these Funds held through certain “wrap fee” programs and 401(k) plans also may be eligible to be converted to Class I shares of the same Fund;
(2) Class C Shares and Class T Shares of a Fund may be converted into Class A Shares, Class I Shares or, in the case of Fund of America Class Y Shares, of the same Fund, provided that such conversion is taking place in a broker-dealer sponsored fee-based or “wrap” account or for accounts investing through an investment adviser or financial planner who charges a consulting, management or other fee for its services.
(3) Commencing at a date to be specified by the Funds’ officers (expected on or about March 1, 2019), Class C shares of a Fund will be automatically converted into Class A shares of that Fund ten years after the end of the month of original purchase, provided that the applicable holding period can be identified. In the case of shares held through certain intermediary accounts, such as group retirement plan recordkeeping platforms, a Fund may not be able to independently determine the holding period for the shares to assess eligibility for the conversion. In addition, a financial intermediary may sponsor and/or control accounts, programs or platforms that impose a different conversion schedule or eligibility requirements in regards to the conversion of Class C shares into Class A shares. A Fund may not be able to initiate a conversion without the assistance of the intermediary in those circumstances. Shareholders holding shares of the
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Funds through such accounts will be suggested in the Funds’ prospectus to contact their intermediary with questions regarding conversions. Shorter holding periods than ten years may allow for conversion depending on the schedule and eligibility terms of the applicable intermediary.
(4) Commencing at a date to be specified by the Funds’ officers (expected on or about July 1, 2018), Class C shares of a Fund may, at the option of a particular intermediary, be converted into Class A shares of that Fund ten years after the end of the month of original purchase, provided that the applicable holding period can be identified and prior to the intermediary’s otherwise scheduled conversion date. These earlier conversion dates require approval of the Distributor. Shorter holding periods than ten years may allow for conversion depending on the schedule and eligibility terms of the applicable intermediary.
(5) Shares of any other class may be converted to Class R3, Class R4, Class R5 or Class R6 Shares of the same Fund; and
(6) Class A Shares, Class I Shares and Class C Shares of each Fund and Class Y Shares of the Fund of America may be converted to Class T Shares of the same Fund.
(b) Any such conversion shall take place at net asset value, shall not result in the realization of income or gain for federal income tax purposes and shall be tax free to shareholders. Only Class C Shares held longer than 13 months may be converted.
6. Waiver or Reimbursement of Expenses . Expenses may be voluntarily waived or reimbursed by the Adviser or any other provider of services to the Trust without the prior approval of the Trust’s Board of Trustees. Voluntary waivers or reimbursements may be discontinued at any time, without prior notice, unless notice is required by disclosures made in the Fund’s Prospectus or Statement of Additional Information.
7. Effectiveness of Plan . This Plan shall take effect upon approval by votes of a majority of both (a) the Trustees of the Trust and (b) the Trustees of the Trust who are not “interested persons” (as defined in the 1940 Act) of the Trust, such Trustees having determined that the Plan as proposed to be adopted or amended, including the allocation of expenses, is in the best interests of each class individually and the Trust as a whole.
8. Material Modifications . This Plan may be amended to modify materially its terms, provided that any such amendment will become effective only upon approval in the manner provided for initial approval in Paragraph 7 hereof.
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IN WITNESS WHEREOF, the Trust, on behalf of the Funds, has adopted this Amended and Restated Multiple Class Plan as of the ___ day of __________, 2018.
FIRST EAGLE FUNDS | |||
By: | |||
Name: | Sheelyn Michael | ||
Title: | Secretary |
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Exhibit 99(q)
FIRST EAGLE FUNDS
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Suzan Afifi, Sheelyn Michael and David O’Connor and each of them, each of whom may act without the joinder of others, as such person’s attorney-in-fact to sign and file on such person’s behalf individually and in the capacity stated below such registration statements, amendments, post-effective amendments, exhibits, applications and other documents with the Securities and Exchange Commission or any other regulatory authority as may be desirable or necessary in connection with the public offering of shares of the First Eagle Funds.
Name: |
Title:
Date:
FIRST EAGLE GLOBAL CAYMAN FUND, LTD.
FIRST EAGLE OVERSEAS CAYMAN FUND, LTD.
FIRST EAGLE U.S. VALUE CAYMAN FUND, LTD.
FIRST EAGLE GOLD CAYMAN FUND, LTD.
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Suzan Afifi, Sheelyn Michael and David O’Connor and each of them, each of whom may act without the joinder of others, as such person’s attorney-in-fact to sign and file on such person’s behalf individually and in the capacity stated below such registration statements, amendments, post-effective amendments, exhibits, applications and other documents with the Securities and Exchange Commission or any other regulatory authority as may be desirable or necessary in connection with the public offering of shares of the First Eagle Funds and reference in the course of the same to any or all of the funds listed in the heading to this power of attorney.
Name: |
Title:
Date: