POS EX 1 c91487_posex.htm

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).

 

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.

 

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 2nd 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 2nd 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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