OTHER REQUIRED INFO

FIRST EAGLE FUNDS
(FIRST EAGLE SMALL CAP OPPORTUNITY FUND)
1345 Avenue of the Americas
New York, New York 10105
INVESTMENT ADVISORY AGREEMENT
This Investment Advisory Agreement,
is entered
into as of July 1, 2021 by and
between FIRST EAGLE FUNDS,
a Delaware statutory trust (the "Trust")
with respect to
FIRST EAGLE SMALL 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 Prospectus and Statement of Additional
Information or as the Board of Trustees may direct from
time to time. In providing the Fund with investment management,
it is recognized that the Adviser will give primary consideration
to securing most favorable prices and efficient executions.
Consistent with this policy, the Adviser may consider the
financial responsibility, research and investment information
and other services provided by brokers, dealers or futures
commission merchants who may effect or be a party to any such
transaction or other transactions to which other clients of the
Adviser may be a party. It is understood that neither the Fund
nor the Adviser has adopted a formula for allocation of the Fund's
investment business. It is also understood that it is desirable
 for the Fund that the Adviser have access to supplemental
investment and market research and security and economic
analysis provided by brokers or futures commission merchants
who may execute brokerage transactions at a higher cost to the
Fund than may result when allocating brokerage to other brokers
or futures commission merchants on the basis of seeking the most
favorable prices and efficient executions. Therefore, the Adviser
is authorized to place orders for the purchase and sale of
securities or futures for the Fund with such brokers or futures
commission merchants, subject to review by the Board of Trustees,
from time to time, with respect to the extent and continuation of
this practice. It is understood that the services provided by
such brokers or futures commission merchants may be useful
to the Adviser in connection with its services to other clients.
On occasions when the Adviser deems the purchase or sale of a
security or a futures contract to be in the best interest of the
Fund as well as other clients, the Adviser, to the extent
permitted by applicable laws and regulations, may, but shall be
under no obligation to, aggregate the securities or futures
contract to be so sold or purchased in order to obtain the
most favorable price or lower brokerage commissions and
efficient execution. In such event, allocation of the
securities or futures contract so purchased or sold, as
well as the expenses incurred in the transaction, will be
made by the Adviser in the manner it considers to be the
most equitable and consistent with its fiduciary obligations
to the Fund and to such other clients.
(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
0.85% 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 ledger 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 1940 Act) 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 1940 Act)
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 1940 Act) 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 1345 Avenue of the Americas, New York, NY 10105,
Attention: General Counsel; or (2) to the Fund at
1345 Avenue of the Americas, New York, NY 10105,
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:/s/
Name: SHEELYN MICHAEL
Title: Secretary
FIRST EAGLE INVESTMENT MANAGEMENT, LLC
By:/s/
Name: MEHDI MAHMUD
Title: President and CEO

OTHER REQUIRED INFO

FIRST EAGLE FUNDS (FIRST EAGLE HIGH INCOME FUND)
1345 Avenue of the Americas New York,
New York 10105
INVESTMENT ADVISORY AGREEMENT
This Investment Advisory Agreement, is entered
into as of July 1, 2021 by and between
FIRST EAGLE FUNDS,
a Delaware statutory trust (the "Trust") with
respect to FIRST EAGLE HIGH INCOME FUND
(f/k/a First Eagle High Yield 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 Fund and the Adviser are parties to
an Investment Advisory Agreement entered into as
of December 1, 2015, as appended by that certain
fee waiver agreement between the Fund and the
Adviser, as amended, attached thereto as Appendix A,
and continued up to and including June 30, 2021
(the "Prior Agreement");
WHEREAS, the parties wish to enter into a new
investment advisory agreement reflecting a
reduction of the investment management fee
but otherwise substantially identical to the
terms of the Prior 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 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 Prospectus
and Statement of Additional Information or
as the Board of Trustees may direct from
time to time. In providing the Fund with
investment management, it is recognized
that the Adviser will give primary consideration
to securing most favorable prices and efficient
executions. Consistent with this policy, the
Adviser may consider the financial responsibility,
research and investment information and other
services provided by brokers, dealers or futures
commission merchants who may effect or be a party
to any such transaction or other transactions
to which other clients of the Adviser may be a
party. It is understood that neither the Fund
nor the Adviser has adopted a formula for
allocation of the Fund's investment business.
It is also understood that it is desirable for
the Fund that the Adviser have access to
supplemental investment and market research
and security and economic analysis provided
by brokers or futures commission merchants
who may execute brokerage transactions at a
higher cost to the Fund than may result
when allocating brokerage to other brokers
or futures commission merchants on the basis
of seeking the most favorable prices and
efficient executions. Therefore, the Adviser
is authorized to place orders for the purchase
and sale of securities or futures for the Fund
with such brokers or futures commission merchants,
subject to review by the Board of Trustees,
from time to time, with respect to the extent
and continuation of this practice. It is
understood that the services provided by
such brokers or futures commission merchants
may be useful to the Adviser in connection
with its services to other clients.
On occasions when the Adviser deems the purchase
or sale of a security or a futures contract to
be in the best interest of the Fund as well
as other clients, the Adviser, to the extent
permitted by applicable laws and regulations,
may, but shall be under no obligation to,
aggregate the securities or futures contract
to be so sold or purchased in order to obtain
the most favorable price or lower brokerage
commissions and efficient execution. In such
event, allocation of the securities or futures
contract so purchased or sold, as well as the
expenses incurred in the transaction, will be
made by the Adviser in the manner it considers
to be the most equitable and consistent with its
fiduciary obligations to the Fund and to such
other clients.
(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 0.45% 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
ledger 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 1940 Act) 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 from
year to year, 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 1940 Act) 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 1940 Act)
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 1345 Avenue of the Americas,
 New York, NY 10105, Attention: General Counsel;
or (2) to the Fund at 1345 Avenue of the Americas,
New York, NY 10105, 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:/s/
Name: SHEELYN MICHAEL
Title: Secretary
FIRST EAGLE INVESTMENT MANAGEMENT, LLC
By:/s/
Name: MEHDI MAHMUD
Title: President and CEO

INTERNAL CONTROL RPT

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of First Eagle Funds

In planning and performing our audits of the financial statements of
First Eagle Global Fund, First Eagle Overseas Fund, First Eagle
U.S. Value Fund, First Eagle Gold Fund, First Eagle Global Income
Builder Fund, First Eagle High Income Fund, First Eagle Small Cap
Opportunity Fund and First Eagle Fund of America (constituting
the First Eagle Funds, hereafter collectively referred to as the Funds)
as of and for the period ended October 31, 2021, in accordance
with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), we considered the Funds internal control over
financial reporting, including controls over safeguarding securities,
as a basis for designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-CEN, but not for the purpose of expressing an opinion
on the effectiveness of the Funds internal control over financial
reporting.  Accordingly, we do not express an opinion on the
effectiveness of the Funds internal control over financial reporting.

The management of the Funds is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this
responsibility, estimates and judgments by management are required to assess
the expected benefits and related costs of controls. A companys internal
control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A companys internal control
over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of a companys assets
that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the
design or operation of a control does not allow management or employees, in
the normal course of performing their assigned functions, to prevent or
detect misstatements on a timely basis. A material weakness is a deficiency,
or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material
misstatement of the companys annual or interim financial statements
will not be prevented or detected on a timely basis.

Our consideration of the Funds internal control over financial reporting
was for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control over financial
reporting that might be material weaknesses under standards established by
the PCAOB. However, we noted no deficiencies in the Funds internal control
over financial reporting and their operations, including controls over
safeguarding securities, that we consider to be material weaknesses as
defined above as of October 31, 2021.

This report is intended solely for the information and use of the Board of
Trustees of First Eagle Funds and the Securities and Exchange Commission
and is not intended to be and should not be used by anyone other than
these specified parties.



/s/PricewaterhouseCoopers LLP
New York, New York
December 23, 2021