Exhibit 99.CODEETHICS
Effective September 10, 2020
Code of Ethics
Personal Securities Transaction Policy
FIRST EAGLE INVESTMENT MANAGEMENT, LLC
FEF DISTRIBUTORS, LLC
FIRST EAGLE PRIVATE CREDIT, LLC
FIRST EAGLE PRIVATE CREDIT ADVISORS, LLC
AND
FIRST EAGLE FAMILY OF FUNDS
TABLE OF CONTENTS
| I. | GENERAL POLICY STATEMENT | 3 |
| | Standards of Conduct | 3 |
| II. | CATEGORIES OF COVERED PERSONS | 4 |
| III. | EXEMPT SECURITIES | 5 |
| IV. | preclearance EXEMPTIONS | 6 |
| V. | preclearance PROCEDURES | 7 |
| | A. Personal Trading System | 7 |
| | B. How Long Are Approvals Effective? | 7 |
| | C. Special preclearance Requirements | 8 |
| VI. | AFFILIATED CLOSED-END FUNDS - SPECIAL preclearance PROCEDURES | 8 |
| VII. | BLACKOUT PERIODS - CLIENT TRADES | 8 |
| | A. Blackout Periods | 9 |
| | B. De Minimis Transactions | 10 |
| VIII. | BLACKOUT PERIODS - AFFILIATED OPEN AND CLOSED-END FUNDS | 10 |
| | A. Blackout Period - Affiliated Open-End Funds | 10 |
| | B. Blackout Period - Affiliated Closed-End Funds | . 11 |
| IX. | SHORT-TERM (FREQUENT) TRADING IN OPEN-END MUTUAL FUNDS | 11 |
| X. | BAN ON SHORT-TERM TRADING PROFITS | 11 |
| XI. | RESTRICTED/WATCH LISTS | 12 |
| XII. | PUBLIC OFFERINGS | 12 |
| XIII. | PRIVATE PLACEMENTS | 13 |
| XIV. | REPORTABLE ACCOUNTS | 14 |
| | A. Accounts Required to be Reported | 14 |
| | B. Reporting of Transactions - Designated Broker-Dealers | 15 |
| | C. Reporting of Transactions - Non-Designated Broker-Dealers | 16 |
| XV. | REPORTING AND CERTIFICATION REQUIREMENTS | 17 |
| XVI. | EXEMPTIONS FROM THIS POLICY | 17 |
| XVII. CONSEQUENCES OF VIOLATIONS OF THIS POLICY | 18 |
| XVIII. REPORTING OF VIOLATIONS | 18 |
| XIX. | QUESTIONS CONCERNING THIS POLICY | 18 |
| XX. | CODE OF ETHICS CONTACT INFORMATION | 18 |
| XXI. | DEFINITIONS. | 19 |
Code of Ethics
Personal Securities Transactions Policy
I. GENERAL POLICY STATEMENT
Standards of Conduct
Each officer, director, employee and certain designated Temporary Workers (each, a “Covered Person”) of First Eagle is subject to this Code of Ethics. First Eagle Investment Management, LLC (“FEIM” or the “firm”) has a fiduciary duty that requires Covered Persons to act in the best interest of Clients. As a firm, and as individuals, it must be understood that Clients always come first and that any abuse of the positions of trust and responsibility placed in the firm by Clients will not be tolerated. Furthermore, Covered Persons are obligated to avoid any action or activity that could produce conflicts between their own personal interests and those of Clients. To this end, each Covered Person must act with honesty, integrity, and high ethical standards deserving of Clients’ trust. Covered Persons must exercise reasonable care and professional judgment to avoid engaging in actions that put First Eagle’s image or reputation at risk.
At all times, Covered Persons must:
| 1. | Place the interests of Clients ahead of their personal interests; |
| 2. | Not take inappropriate advantage of their positions; |
| 3. | Conduct all personal securities transactions in full compliance with the letter and spirit of the Code of Ethics and the Insider Trading Policy; |
| 4. | Avoid any actual or potential conflicts of interest or any abuse of their positions of trust and responsibility; and |
| 5. | Comply with all applicable Federal securities laws. |
While First Eagle encourages Covered Persons and their families to develop personal investment programs, they must not take any action in connection with their personal investments that could cause the appearance of unfairness or impropriety. Accordingly, Covered Persons must follow the policies set forth below with respect to personal trading. All Covered Persons must comply with the Code of Ethics adherence to the Code of Ethics is a basic condition of employment. Covered Persons are required to promptly report any violation of this Code of Ethics of which they become aware, whether their own or another Covered Person’s, to FEIM’s Chief Compliance Officer (“CCO”) or designee. Reports of ethical concerns or Code of Ethics violations by others may also be made on a confidential, anonymous basis via the internet at www.feim.ethicspoint.com or via phone at (855) 325-9019.
Application of the Code of Ethics to Disinterested Trustees
Disinterested Trustees of the First Eagle Funds are only subject to the reporting requirement in Section XV of the Code of Ethics. Disinterested Trustees are not subject to other provisions of the Code of Ethics but are subject to the requirements of the Federal Securities Laws and other applicable laws, such as the prohibition on trading in securities of an issuer while in possession of material nonpublic information.
A glossary of certain terms contained within this Policy is set forth in the “Definitions” section at the end of this document for reference. Capitalized terms not defined in context are defined in the glossary.
II. CATEGORIES OF COVERED PERSONS
Different requirements and limitations on Covered Persons are based on their activities and roles within First Eagle. Covered Persons are assigned to one of the categories listed below.
Please note that a Covered Person’s category under this Policy may change if their position within First Eagle changes or if they are transferred to another department or to an affiliated company. It is the Covered Person’s obligation to notify the Legal and Compliance Department of changes to their position. Legal and Compliance will review the status and will notify the Covered Person if their category changes. If there are any questions regarding a Covered Person’s category, please contact Legal and Compliance.
An Access Person is any Covered Person who satisfies the definition of “Access Person” defined in Rule 204A-1(e)(1) under the Advisers Act and/or with respect to a First Eagle Fund as defined in Rule 17j-1(a)(1) under the 1940 Act. An Access Person generally includes any Covered Person who:
| 1. | has access to non-public information regarding any Client’s purchase or sale of Securities; |
| 2. | has access to non-public information regarding Clients’ portfolio holdings; |
| 3. | is involved in making Securities recommendations to Clients; |
| 4. | has access to Securities recommendations to Clients that are non-public; or |
| 5. | is an Investment Person as defined below. |
An Investment Person is an Access Person who, in connection with his/her regular functions and duties:
| 1. | makes, or participates in making, recommendations regarding the purchase or sale of Securities on behalf of any client; |
| 2. | provides information or advice with respect to a purchase or sale of Securities to a portfolio manager; or |
| 3. | helps execute a portfolio manager’s investment recommendations. |
Generally, Investment Persons include, but are not limited to, portfolio managers, research analysts and traders.
A Temporary Worker’s status is determined upon the start of his/her assignment with First Eagle. If a Covered Person hires a Temporary Worker, the Covered Person is required to notify the Human Resources Department, who in turn will notify the Legal and Compliance Department.
Temporary Workers may be designated as Access Persons or Investment Persons subject to the Code of Ethics and certain provisions of the Code of Business Conduct. Temporary Workers who are not designated as an Access Person or Investment Person are deemed to be non-access persons. Non-access persons generally will not be subject to the Code of Ethics.
Temporary Workers will be notified about their designation by the Legal and Compliance Department. The Legal and Compliance Department, with the assistance of the Temporary Worker’s supervisor, will re-review the status of a Temporary Worker periodically thereafter. The Legal and Compliance Department will notify the Temporary Worker as to any change in designation and the imposition of Code of Ethics requirements.
III. EXEMPT SECURITIES
SEC Rule 204A-1 treats all Securities as “Reportable Securities” with certain limited exceptions enumerated below. As a result, this Policy does not apply to any of the following types of Securities or instruments (“Exempt Securities”).
| 1. | Direct obligations of the United States Government, such as Treasury Notes, Treasury Bonds, Treasury Bills and U.S. Savings Bonds. |
| 2. | Money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality shortterm debt instruments, including repurchase agreements. |
| 3. | Shares of unaffiliated open-end mutual funds. Caution: Shares of the First Eagle Funds or mutual funds subadvised by First Eagle are not Exempt Securities and must be reported. |
| 4. | Shares of unit investment trusts that are invested exclusively in unaffiliated open-end mutual funds. |
| 5. | Interests in 529 college savings plans that First Eagle does not manage, distribute, market or underwrite. Note: Please refer to Section XIII for reporting of 529 accounts. |
Covered Persons may engage in transactions in any Exempt Security without preclearing or reporting any such transactions.
IV. preclearance EXEMPTIONS
The following types of transactions are not subject to the preclearance requirements of this Policy. Covered Persons are not required to pre-clear transactions for which they do not exercise investment discretion at the time of the transactions (“non-volitional transactions”) and certain other automated transactions. The transactions listed below are, however, required to be reported through trade confirmations and/ or account statements, unless noted otherwise.
| 1. | Purchases and sales of the First Eagle Funds. While First Eagle Funds are not subject to preclearance, please refer to Section VIII entitled “Short Term Trading in Open-End Mutual Funds for other limitations and restrictions that may apply.” |
| 2. | Transactions in Securities made in an account that is fully managed by a third party. Note: The Covered Person will be required to submit documents demonstrating that the fiduciary has full discretion over the relevant account. The Covered Person will be required to complete and sign an initial and then annual discretionary attestations. |
| 3. | Purchases and sales of Securities in accordance with a preset amount or predetermined schedule effected through an automatic investment plan or dividend reinvestment plan (DRIP). This includes the automatic reinvestment of dividends, income or interest received from a Security in such plans or any other type of account. Note: The purchase or sale of Securities outside of a preset amount and/or predetermined schedule in such plans is subject to preclearance and reporting. |
| 4. | Purchases of Securities due to an exercise of rights issued to the holders of a class of Securities must be pro rata, to the extent they are issued with respect to Securities of which a Covered Person has Beneficial Ownership. |
| 5. | Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spinoff or other similar corporate distribution or reorganization applicable to holders of a class of Securities of which a Covered Person has Beneficial Ownership. |
| 6. | The automatic exercise or liquidation by an exchange of an inthemoney derivative instrument upon expiration, the delivery of Securities pursuant to a written option that is exercised against a Covered Person and the assignment of options. |
| 7. | Purchases or sales of broadbased market exchange traded funds (“BB ETFs”). Information pertaining to BB ETF’s is posted on the personal trading system dashboard. Transactions in all other ETFs must be pre-cleared. |
| 8. | Purchases and sales of ope-nend mutual funds and variable insurance products, including funds organized outside the U.S. with a structure similar to that of open-end mutual funds that are not managed by First Eagle. |
| 9. | Gifts of Securities received, if the Covered Person does not control the timing of the gift. |
| 10. | Transactions in 529 College Savings Plans do not require preclearance and are not reportable. Note: Please refer to Section XIII for reporting 529 accounts. |
V. preclearance PROCEDURES
Covered Persons are required to obtain pre-approval for personal trades as described below.
Note: Covered Persons must pre-clear transactions in Securities in which they have Beneficial Ownership. Additionally, a Covered Person must pre-clear Securities transactions for their spouse, domestic partner, minor children or any other person to whom a Covered Person provides significant financial support, as well as transactions in any other account over which they exercise investment discretion or trading authority, regardless of Beneficial Ownership.
A. Personal Trading System
Covered Persons are required to pre-clear all personal transactions in Securities through the personal trading system, except for (i) transactions in Exempt Securities; and (ii) transactions listed under preclearance Exemptions.
Upon submitting a preclearance request through the personal trading system, a Covered Person will receive an approval or denial message in connection with their request. Although First Eagle retains records of all electronic preclearance requests, it is recommended that the Covered Person print and retain copies for their records. A link to the personal trading system can be found via the First Eagle Intranet.
B. How Long Are Approvals Effective?
preclearance approvals for Securities traded in the local market or exchange of a Covered Person’s country of residence are effective until the close of business on the day that a preclearance request has been approved. preclearance approvals for Securities traded outside the local market or exchange of a Covered Person’s country of residence are effective until the close of business on the business day following approval of a preclearance request. To make any modification to a previously pre-cleared trade request (for instance, date of execution or share quantity), a Covered Person must submit a new preclearance request and receive approval.
C. Special preclearance Requirements
Covered Persons may be subject to special preclearance requirements either in addition to, or in place of, those preclearance requirements described in this section. Such requirements may be necessary due to the risks presented by a particular position held within First Eagle. In such cases, the Legal and Compliance Department will notify Covered Persons of any special preclearance requirements.
VI. AFFILIATED CLOSED-END FUNDS - SPECIAL preclearance PROCEDURES
Covered Persons who want to purchase or sell an Affiliated Closed-End Fund must complete and submit the form for this purpose through the personal trading system. In determining whether to grant approval for the trade, the Code of Ethics Office makes an assessment as to whether the transaction complies with this Policy, including the 60Day Holding Period applicable to Affiliated Closed-End Funds. In addition, the respective Company’s CCO (or designee) for third party funds subadvised by a Company verifies that your transaction does not conflict with any specific Fund information. Your request will be denied if the transaction would violate any requirements of this Policy.
Section 16 Requirements
Common shares of closed-end funds are registered under Section 12 of the Exchange Act. As such, there are specific reporting requirements and trading prohibitions under Sections 16(a) and 16(b) of the Exchange Act and Section 30(h) of the Investment Company Act if you are deemed to be a “Section 16 Person” with respect to a closedend fund that include special filing obligations with the SEC. The Legal Department will notify you in the in the event that you are deemed to be a Section 16 Person in connection with an Affiliated Closed-End Fund. Even though individuals are personally responsible to file the forms with the SEC under Section 16, the Legal Department will manage the Section 16 filings on your behalf, if authorized by you. In connection with Affiliated Closed-End Funds, if you are a Section 16 Person, the COE Office must provide your trade execution details to the Legal Department or to the respective Company’s CCO (or designee) for third party closed-end funds subadvised by First Eagle or its affiliates within one business day for filing purposes.
In addition, Section 16(b) of the Exchange Act (together with Section 30 (h)) prohibits Section 16 Persons from profiting from the purchase and sale, or sale and purchase, of an applicable Closed End Fund within a sixmonth period (referred to as “shortswing profits”). Any such profits realized are required to be forfeited to the applicable Closed-End Fund.
VII. BLACKOUT PERIODS – CLIENT TRADES
Potential conflicts of interest are of particular concern when a Covered Person buys or sells a Security at or near the same time as First Eagle buys or sells that Security or an Equivalent Security for Clients. The potential appearance of impropriety in such cases is particularly severe if the Covered Person acts as the portfolio manager or in another investmentrelated capacity for the Clients in question.
To reduce the potential for conflicts of interest and the potential appearance of im-propriety that can arise in such situations, this Policy prohibits Covered Persons from trading for their Reportable Accounts during certain periods before, during and after trading is being conducted on behalf of Clients. The period during which personal securities transactions are prohibited is commonly referred to as a “blackout period.” The applicable blackout period depends on (i) whether a transaction is classified as a De Minimis Transaction, as defined below; and (ii) whether the potential investor is an Access Person or an Investment Person.
First Eagle recognizes that the application of a blackout period during the period prior to Client transactions may result in inadvertent violations of this Policy from time to time. Covered Persons should consider carefully the potential consequences of the applicable blackout period before engaging in personal securities transactions in Securities or Equivalent Securities, which First Eagle holds, or might consider holding, in Client accounts.
Covered Persons who have any questions about the application of the blackout periods to a particular situation should contact Legal and Compliance before submission of a trade request.
The blackout periods below apply to both Securities and Equivalent Securities.
Caution: Because of the many variations and complexities of options transactions, Covered Persons are strongly encouraged to seek guidance from Legal and Compliance if they are unsure whether a particular option is deemed to be an Equivalent Security.
A. Blackout Periods
The blackout periods described below do not apply to: (i) Exempt Securities; or (ii) the transactions listed under preclearance Exemptions.
Orders Under Consideration
Covered Persons may not purchase or sell a Security or Equivalent Security if such person knows the Security or Equivalent Security is being considered for purchase or sale on behalf of a Client, even though no buy or sell orders have been placed at the time.
SameDay Blackout Period
Access Persons may not purchase or sell a Security or Equivalent Security if there is a pending buy or sell order for a Client in the Security or Equivalent Security, until the order is executed, withdrawn or meets the De Minimis Exemption.
Investment Persons may not purchase or sell the same Security or Equivalent Security on a day during which a buy or sell is made on behalf of any Client in that same Security or Equivalent Security. Note: The De Minimis Exemption is not available to Investment Persons.
SevenDay Blackout Period For Investment Persons only
The purchase or sale of a Security or Equivalent Security are prohibited within seven calendar days before and after the purchase or sale of the relevant Security or Equivalent Security by a Client.
Short Sale of Securities For Investment Persons only
Short sales of any security held by a Client are not permitted. This prohibition also applies to effecting economically equivalent transactions, including, but not limited to, sales of uncovered call options, purchases of put options while not owning the underlying security, and short sales of bonds that are convertible into equity positions, swaps or other derivatives.
B. De Minimis Transactions
The following transactions by non-Investment Persons are defined as “De Minimis
Transactions” under this Policy:
Purchases and sales of a Security or an Equivalent Security where, in aggregate, the trade does not exceed 1,000 shares per day in that issuer and which the issuer has a total market capitalization of $10 billion or greater at the time of investment.
Such transactions present little or no risk of conflict with Client transactions because they involve a relatively small number of highly liquid Securities. However, it should be noted that issuer market capitalization amounts often change from time to time. Accordingly, a Covered Person may purchase a Security that has a market capitalization of greater than $10 billion only to find out that they cannot sell the Security at a later date because the market capitalization has fallen below $10 billion and their sale would be during a blackout period in connection with a Client trade in the same Security or Equivalent Security. If a Covered Person is unsure whether a Security meets the market capitalization criteria, please contact Legal and Compliance.
Note: De Minimis Transactions are nevertheless (i) required to be pre-cleared and reported; and (ii) subject to a ban on shortterm trading profits as described in the section “Ban on ShortTerm Trading Profits.”
VIII. BLACKOUT PERIODS – AFFILIATED OPEN AND CLOSED-END FUNDS
A. Blackout Period Affiliated Open-End Funds
A personal trading blackout may be put in place in connection with shares of Affiliated Open-End Mutual Funds up until the release of certain information regarding the Funds to the public. Reasons for a personal trading blackout with respect to a Fund may include but are not limited to: an upcoming change in portfolio management; a planned reorganization of a Fund, including a merger into an existing Fund; or an anticipated dissolution/liquidation of a Fund. Please note that this type of information regarding the Funds is confidential and must not be discussed with, or disclosed to, anyone outside of First Eagle.
Note: The blackout period applies to all share classes across all accounts in which Covered Persons are Beneficial Owners, including transactions in First Eagle 401(k) Plans if they are not effected through the firm’s automatic investment plan, such as rebalancing transac-tions and fund transfers.
Covered Persons are notified of such a personal trading blackout for the Funds in advance of the blackout period. Information pertaining to a firm-wide blackout period for a Fund is posted on the personal trading system dashboard.
B. Blackout Period - Affiliated Closed-End Funds
Affiliated Closed-End Funds are subject to blackout periods surrounding a Fund’s dividend declaration press release and quarterly earnings release that may prevent you from purchasing or selling the Fund. Affiliated Closed-End Funds may also be subject to blackout periods surrounding events involving Funds that have not yet been disclosed to the public.
Note: Refer to the Closed-End Funds Dividend Blackout Calendar posted on the Compliance tab of the Company Intranet.
IX. SHORT-TERM (FREQUENT) TRADING IN OPEN-END MUTUAL FUNDS
Covered Persons are prohibited from engaging in market timing (frequent trading) in shares of any mutual fund including the First Eagle Funds. Frequent trading (including exchanges) of mutual fund shares, also known as “market timing” may increase mutual fund transaction and administration costs and otherwise negatively affect a mutual fund’s investment program, possibly diluting a mutual fund’s value to its longer-term investors. The Board of Trustees of the First Eagle Funds have adopted a policy to deter inappropriate trading. The policy is set forth in the First Eagle Funds’ prospectus, which governs all trading activity in the First Eagle Funds.
Any activity that may be deemed to be frequent trading or market timing will be reviewed by the Legal and Compliance Department, who will refer instances to the Compliance Committee. The Compliance Committee, based upon its review, will take disciplinary action as it deems appropriate.
Covered Persons must also comply with the holding period policy of any mutual fund held whether or not the mutual fund is part of the First Eagle Funds. Covered Persons are expected to abide by trading restrictions imposed by other mutual funds as described in the relevant prospectus.
X. BAN ON SHORT-TERM TRADING PROFITS
Frequent personal trading can distract a Covered Person from their job and, in turn, conflict with their fiduciary duty to Clients. Short-term trading increases the risks of front running and of abuse of confidential information. Covered Persons are prohibited from profiting from the purchase and sale or sale and purchase (or in the case of derivatives – short sales or similar transactions) of a Security or Equivalent Security within 60 calendar days.
A series of purchases and sales is measured on a last-in, first-out basis (“LIFO” accounting method) until all purchases and sales transactions of the same Security or Equivalent Security within a 60-calendar day period in a Reportable Account are matched. A purchase or sale is ordinarily deemed to occur on trade date. The pur-chase date is day 1, therefore day 61 is the first day a sale of those Securities may be made at a profit.
The ban on short-term trading profits does not apply to the following:
| • | Broad Based ETFs or options on Broad Based ETFs; and |
| • | Broad Based Index Options and Index Futures. |
XI. RESTRICTED/WATCH LISTS
From time to time, First Eagle may place restrictions on personal trading in the Securities of a company. Restrictions may be implemented, for example, to enhance an information barrier by preventing the appearance of impropriety in connection with trading, or by preventing the use or appearance of the use of inside information. Covered Persons are prohibited from trading in the Securities of any issuer on the firm’s restricted list if the restrictions apply to personal account dealings.
First Eagle may also place the Securities of a company on a watch list. In such cases, Legal and Compliance reviews any personal trading activity in the Securities of an issuer on the watch list on a post-trade basis and evaluates whether there is any ap-pearance of impropriety with respect to the personal trades by that Covered Person.
XII. PUBLIC OFFERINGS
Covered Persons may not participate in initial public offerings of equity and equity-related Securities. Acquisitions of Securities in other public offerings are subject to preclearance procedures. Public offerings give rise to potential conflicts of interest that are greater than those present in other types of personal securities transactions since such offerings are generally only offered to institutional and retail investors who have a relationship with the underwriters involved in the offering. To preclude any possibility of a Covered Person profiting from his/her position with First Eagle, the following rules apply to public offerings.
Initial Public Offerings (“IPO’s”) – Equity Securities
As noted above, Covered Persons are prohibited from purchasing equity and equity related Securities in an IPO (including initial offerings of closed-end funds).
Note: This prohibition does not apply to Exempt Securities or to investments in public offerings if such an investment is available due to the Covered Person’s existing investment in a Private Placement. However, any such investments are subject to prior review and approval by the Covered Person’s Department Manager and are subject to Legal and Compliance review.
Secondary Offerings – Equity Securities
Subject to preclearance approval and other provisions of this Code, Covered Persons are generally permitted to purchase equity and equity related Securities in second-ary offerings of those Securities, unless First Eagle is participating in the offering on behalf of its Client accounts.
Debt Offerings
Subject to preclearance approval, Covered Persons are generally permitted to purchase debt Securities in public offerings of those Securities, unless First Eagle is par-ticipating in that offering on behalf of its Client accounts. Covered Persons cannot participate in any public offering of debt Securities if First Eagle is participating in the offering on behalf of its Client accounts unless it is an Exempt Security.
XIII. PRIVATE PLACEMENTS
Acquisitions of Securities in unaffiliated Private Placements are subject to special preclearance procedures. Private Placements typically include investments in non-firm hedge funds, PIPEs and limited partnerships. Prior approval is required by the Covered Person’s department manager and this approval must be submitted for review to the Legal and Compliance Department. The form for this purpose is located in the personal trading system. In determining whether to grant approval, the following should be considered but not limited to:
| • | Whether the investment opportunity should be reserved for Clients; |
| • | Whether the opportunity to invest has been offered to a Covered Person solely by virtue of their position at First Eagle; or |
| • | Whether the opportunity to invest could be considered a favor or gift designed to influence a Covered Person’s judgment as an employee of First Eagle or as compensation for services rendered to the issuer. |
Note: A Covered Person must provide documentation confirming their investment in an approved Private Placement to the Legal and Compliance Department upon completion of their investment. The Covered Person must also notify, in advance, Legal and Compli-ance if there are any changes in the circumstances of their Private Placement investment (e.g., additional contributions, liquidation or dissolution of the company). Additional contributions to an existing Private Placement must be pre-cleared as new Private Place-ment investments. For IPOs stemming from an existing Private Placement, refer to the section “Public Offerings.”
Investment Persons who have acquired Beneficial Ownership of Securities in a Private Placement, must disclose the investment when playing a part in any consideration of an investment by a Client in the issuer of the Securities. Any decision to make such an investment must be independently reviewed by the Head of a Covered Person’s Investment Team or by a portfolio manager who does not have Beneficial Ownership of any Securities of the issuer. The Legal and Compliance Department must also be consulted in such instances.
XIV. REPORTABLE ACCOUNTS
A. Accounts Required to be Reported
The following personal accounts are required to be reported to Legal and Compliance: (i) upon hire; (ii) upon a change in a Covered Person’s category classification; (iii) before or at the time a new account is opened1; and (iv) annually, as described in the section “Reporting and Certification Requirements”:
| 1. | Accounts in the name of, or for the direct or indirect benefit of: |
(b) A Covered Person’s spouse, domestic partner, minor children and any other person to whom a Covered Person provides significant financial support, as well as to transactions in any other account over which they exercise investment dis-cretion or trading authority, regardless of Beneficial Ownership.
| 2. | Accounts that are fully managed by a third party where a Covered Person does not directly or indirectly influence or control investment selections for the ac-count through recommendation, advice, preapproval or otherwise (i.e., suggest or direct any particular purchase or sale of securities or consult a particular allocation of investments to be made). Note: Covered Persons will be required to provide documentation to verify that the account is fully managed by their broker or financial adviser and they will be required to execute an initial attestation and an-nual certification thereafter. |
| 3. | Accounts that have the ability to hold Reportable Securities, even if the account currently only holds Exempt Securities. Example: If a Covered Person has a 401(k) Plan with a prior employer that includes a First Eagle Fund as an investment option, the account is required to be reported regardless of whether a Covered Person holds that particular First Eagle Fund in their account. |
Examples of the types of accounts that a Covered Person must report if the account holds or has the ability to transact Reportable Securities include, but are not limited to, the following:
| • | Individual Retirement Accounts (“IRAs”), including but not limited to, Tradition-al IRAs, Rollover IRAs, Contributory IRAs, Roth IRAs, SEP IRAs and SIMPLE IRAs; |
1 FEFD personnel (includes registered representatives and associated persons) must obtain written autho-rization from Legal and Compliance Department prior to opening a Reportable Account at any Broker-dealer (i.e., Designated or Non-Designated Broker-Dealer).
| • | 401(k) Plans and Other Retirement and Savings Accounts; |
| • | Employee Stock Purchase Plans; |
| • | Automatic Investment Plans; |
| • | Dividend Reinvestment Plans; |
| • | Direct Stock Purchase Plans; |
| • | Deferred Compensation Plan Accounts; |
| • | Variable Annuity Accounts; and |
| • | 529 College Savings Plans. |
If a Covered Person is unsure whether an account is required to be reported, please contact Legal and Compliance for guidance.
B. Reporting of Transactions - Designated Broker-Dealers
SEC Rules 204A-1 and 17j-1 require an adviser’s employees who have been desig-nated as Access Persons and Investment Persons to provide quarterly reports of their personal securities transactions no later than 30 days after the close of each calendar quarter.
To assist Covered Persons with this reporting requirement, First Eagle permits main-taining Reportable Accounts with broker-dealers that provide electronic feeds into the personal trading system as “Designated Broker-Dealers.” A list of First Eagle’s Designated Broker-Dealers is posted on the personal trading system dashboard. Legal and Compliance receives automated trade confirmations and/or account state-ments directly from these broker-dealers, thereby eliminating the need for a Covered Person’s broker-dealer to submit copies of these documents in paper format. At the end of each calendar quarter, Covered Persons are required to review their Securities transactions via the personal trading system and affirm their accuracy.
Covered Persons are required to maintain their Reportable Accounts with a Desig-nated Broker-Dealer, unless they have submitted an exception request in writing and received prior approval from Legal and Compliance to maintain the account(s) with a non-Designated Broker-Dealer. For more information, please refer to the section “Reporting of Transactions – Non-Designated Broker-Dealers.”
If a Covered Person opens a new Reportable Account with a Designated Broker-Deal-er, they must promptly notify Legal and Compliance in writing of the new account and provide account details. FEFD personnel (including registered representatives and associated persons) must obtain written authorization from Legal and Compliance Department prior to opening a Reportable Account at any Broker-dealer (i.e., Designated or Non-Designated Broker-Dealer).
C. Reporting of Transactions - Non-Designated Broker-Dealers
Certain limited exceptions may be granted that would allow a Covered Person to maintain a Reportable Account with a non-Designated Broker-Dealer. For example, an exception may be granted based on the type of the account (e.g., a 401(k) ac-count with a prior employer, a spousal 401(k) account with the spouse’s employer, an employee stock purchase plan account or a direct stock purchase plan account). An exception may also be granted if a Covered Person’s spouse works for another invest-ment adviser or broker-dealer with their own designated or preferred broker-dealer requirement.
If the Covered Person is a new Access Person or Investment Person, they are required to transfer their Reportable Account(s) to a Designated Broker-Dealer within a rea-sonable period of time from the commencement of their employment with First Eagle or from the date they become an Access Person or Investment Person resulting from a change in their category classification, unless they have been granted an excep-tion for the account(s).
Prior to opening an account with a Non-Designated Broker-Dealer, a Covered Per-son must submit a request in writing to Legal and Compliance. The notification must include the name of the broker-dealer, the type of account and the reason(s) for requesting the exception. Legal and Compliance will notify the Covered Person as to whether their request was approved or denied.
Covered Persons are required to submit duplicate trade confirmations and/or ac-count statements no later than 30 days after the end of the calendar quarter. Legal and Compliance will send a FINRA Rule 3210 Letter to the broker-dealer requesting these documents. If the broker-dealer is unable to routinely provide the documents to First Eagle, Covered Persons are required to provide the documents to Legal and Compliance by the deadline. At the end of each calendar quarter, Covered Persons will be required to review the securities transactions via the personal trading system and affirm their accuracy. If the circumstances of the non-Designated Broker-Dealer account change in any way, it is the Covered Person’s responsibility to notify Legal and Compliance immediately. Please note that the nature of the change in circum-stances reported may cause the Designated Broker-Dealer exception to be revoked. Also note that an exception request must be made for each account to Legal and Compliance. Covered Persons may not assume that because an exception was granted in one instance that they would necessarily be permitted to open a new account with the same non-Designated Broker-Dealer or another non-Designated Broker-Dealer.
First Eagle treats all trade confirmations and account statements as confidential and only discloses such information to the personal trading system vendor, in connection with an audit request or upon a request by a regulatory authority.
XV. REPORTING AND CERTIFICATION REQUIREMENTS
Under SEC Rule 204A-1, advisers must provide each Supervised Person with a copy of the Code of Ethics and any amendments. The Code of Ethics must also require each Supervised Person to acknowledge its receipt, in writing. For purposes of this
Code, Supervised Persons are Covered Persons. In addition, Covered Persons are required to provide a complete report of their respective Securities holdings at the time the person becomes a Covered Person and at least once a year thereafter. The information supplied must be current as of a date not more than 45 days prior to the individual becoming a Covered Person (initial report) or prior to the date the report is submitted (annual report). Legal and Compliance provides Covered Persons with notification of, and instructions pertaining to, their initial and annual reporting and certification requirements.
Covered Persons
Within 10 days of becoming a Covered Person (either following the commencement of employment with First Eagle or due to a change in their category classification), Covered Persons are required to (1) certify their receipt and understanding of and compliance with the Code of Ethics; and (2) complete an initial report of personal Securities holdings and accounts and submit the report, along with any relevant documentation as requested by Legal and Compliance.
On an annual basis, Covered Persons are required to (1) recertify their understand-ing of and compliance with the Code of Ethics; (2) provide information regarding their Securities holdings; and (3) certify to a list of their current Reportable Accounts.
Disinterested Trustees
Disinterested Trustees are required to report, with respect to any Securities transaction in which they have Beneficial Ownership, if they knew, or in the ordinary course of fulfilling their official duties as Disinterested Trustees, should have known, that 15 days immediately before or after the date of their transaction, the Security or Equivalent Security was purchased or sold by a First Eagle Fund or considered for purchase or sale by a First Eagle Fund. Such report shall be made not later than 30 days after the calendar quarter in which any Securities transaction was effected.
XVI. EXEMPTIONS FROM THIS POLICY
A Covered Person may apply for an exemption from a provision of this Policy by making a request in writing to Legal and Compliance. The request must fully de-scribe the basis upon which the request is being made. As part of the consideration process, the CCO (or designee) will determine if a Client may be disadvantaged by the request and consider any other relevant factors in deciding whether to grant or deny the request.
No exemptions may be granted for those sections of this Policy that are mandated by Rule 17j-1 or Rule 204A-1.
XVII. CONSEQUENCES OF VIOLATIONS OF THIS POLICY
Compliance with this Policy is considered a basic condition of employment with the firm. First Eagle takes this Policy and Covered Persons’ obligations under it very seriously. Any violation of this Policy may constitute grounds for remedial action, which may include, without limitation: a letter of education, warning or censure, recertifi-cation of the Code, cancellation, liquidations or otherwise unwind the transaction, disgorgement of profits,2 suspension of trading privileges, termination of officer title, and/or suspension or termination of employment. Situations that are questionable may be resolved against a Covered Person’s personal interests. Violations of this Policy may also constitute violations of law, which could result in criminal or civil penalties for a Covered Person and First Eagle.
In addition, the Federal Securities Laws require companies and supervisors to reasonably supervise Covered Persons with a view toward preventing violations of law and violations of a company’s Code. As a result, all Covered Persons who have supervisory responsibility should endeavor to ensure that the Covered Persons they supervise, including Temporary Workers, are familiar with and remain in compliance with the requirements of this Policy.
XVIII. REPORTING OF VIOLATIONS
Violations of this Code must be reported to the CCO (or designee). As required by Rule 17j-1, in connection with any First Eagle Fund, the CCO (or designee) will report, on a quarterly basis or as needed, any material violations of this Policy to the First Eagle Funds’ Board of Trustees.
XIX. QUESTIONS CONCERNING THIS POLICY
Given the seriousness of the potential consequences of violations of this Policy, all Covered Persons are urged to seek guidance with respect to issues that may arise. Determining whether a situation may create a potential conflict of interest, or the appearance of such a conflict, may not always be easy, and situations inevitably arise from time to time that require interpretation of this Policy as related to particular circumstances. If a Covered Person is unsure whether a proposed transaction is con-sistent with this Policy, please consult with Legal and Compliance.
XX. CODE OF ETHICS CONTACT INFORMATION
For purposes of this Policy, the contact information is as follows:
| • | Personal Trading Helpline: (212) 373-5488; or |
| • | Outlook Group E-Mail Address: FEIM.Compliance@FEIM.com |
2 Any profits realized as a result of personal transactions that violate the Code may be required to be disgorged to a charity or charitable foundation selected by First Eagle, in its sole discretion.
XXI. DEFINITIONS
The following definitions apply to terms that appear in this Policy. Additional defini-tions are contained in the text itself.
1940 Act
The Investment Company Act of 1940, as amended, and the rules and regulations thereunder.
Access Person
Any employee, director, trustee, officer, general partner of First Eagle or any Advisory Person of First Eagle, or anyone who has access to non-public information regard-ing the First Eagle Funds’ or Clients purchase or sale of securities and is under First Eagle’s supervision and control. For Disinterested Trustees of the First Eagle Funds, see “Application of the Code of Ethics to Disinterested Trustees.”
Advisers Act
The Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder.
Advisory Person
Any employee of First Eagle who, in connection with their regular function or duties, makes, participates in, or obtains information regarding the purchase or sale of a se-curity by a Client and whose functions relate to the making of any recommendations with respect to such purchases or sales, and shall include any natural person control relationship with First Eagle who obtains information concerning recommendations made to Clients with regard to the purchase or sale of a security.
Affiliated Closed-End Funds
Closed-end funds that are advised or sub-advised by FEIM or its subsidiaries or distributed by FEFD.
Affiliated Open-End Funds
Open-end mutual funds that are advised or sub-advised by FEIM or its subsidiaries or distributed by FEFD.
Beneficial Ownership
For purposes of this Policy, Beneficial Ownership is interpreted in the same way as it would under Rule 16a-1(a)(2) of the Exchange Act, and the rules thereunder. A Covered Person is considered to have Beneficial Ownership of Securities if they have or share a direct or indirect Pecuniary Interest in the Securities. Through indirect Pecuniary Interest, a Covered Person will generally be deemed to have Beneficial Ownership of Securities held by members of their immediate family sharing the same household and other individuals for whom the Covered Person provides significant economic support, and Securities held in investment vehicles for which the Covered Person serves as general partner or managing member, among other circumstances. See the definition of “Pecuniary Interest” below.
A Covered Person is also considered to have Beneficial Ownership of Securities held in a trust where (i) they act as trustee and either their or members of their immediate family have a vested interest in the principal or income of the trust; or (ii) the Covered Person acts as settlor of a trust, unless the consent of all of the beneficiaries is required in order for the trust to be revoked.
Broad Based Market Exchange Traded Fund (“BB ETF”)
Generally, an index designed to reflect the movement of an entire market. BB ETFs will have a minimum of 30 securities with no one security representing more than 25% of the index at the time of purchase.
Clients
Collectively, the First Eagle Funds, sub-advised Funds, private funds, private pooled vehicles and separately managed accounts.
Control
Shall have the same meaning as set forth in Section 2(a)(9) of the 1940 Act.
Designated Broker-Dealer
As determined by the CCO, a broker-dealer that directly provides First Eagle with automated trade confirmations and/or account statements for Covered Persons.
Disinterested Trustee
Disinterested Trustee of the First Eagle Funds shall mean a trustee thereof who is not an “interested person” of the First Eagle Funds within the meaning of Section 2(a) (19) of the Act.
Equivalent Security
An “Equivalent Security” for purposes of this Policy means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or con-version privilege at a price related to the value of the underlying Security, or similar Securities with a price derived from the value of the underlying Security.
ETF
An exchange-traded fund (ETF) is an investment vehicle that has many of the attributes of mutual funds but trades throughout the day on an exchange like a stock.
Exchange Act
Securities Exchange Act of 1934, as amended, and the rules and regulations there-under.
Federal Securities Laws
Including without limitation, the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Act, the Exchange Act, the Sarbanes-Oxley Act of 2002, the Gramm-Leach-Bliley Act, the Dodd-Frank Act of 2010, any rules ad-opted by the SEC and other regulatory bodies under these statutes, the U.S.A. Patriot Act and Bank Secrecy Act as they apply to mutual funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of Treasury.
First Eagle
FEIM, FEF Distributors, LLC, First Eagle Private Credit, LLC, First Eagle Private Credit Advisors, LLC and the First Eagle Funds (individually or collectively, as the context may require).
First Eagle Funds
The Open and Closed-End Funds that are part of the First Eagle Family of Funds (each a “First Eagle Fund” and collectively, the “First Eagle Funds”).
IPO
An initial public offering, also referred to as a “new issue” under Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5130, means an offering of securities reg-istered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the requirements of Section 13 or 15(d) of the Exchange Act to file public periodic reports with the SEC.
Narrow-Based Security Indices for Futures
As set out by the NFA/CFTC (which is different from how we determine narrow based indices for ETFs) an index is considered a narrow-based security index if it has any one of the following characteristics:
| • | The index consists of nine or fewer component securities; |
| • | One stock constitutes more than 30% of the index’s weightings; |
| • | The five highest weighted stocks comprise more than 60 percent of the index’s weightings; or |
| • | Securities in the lowest 25% of the index’s weighting fall below specified thresholds of average daily trading volume. |
Non-Public Information
Non-Public Information is information which has not been made available to investors generally. Information received in circumstances indicating that it is not yet in general circulation or when the recipient knows or should know that the information can only have been provided by an “insider” is also Non-Public Information.
NYSE
New York Stock Exchange
Pecuniary Interest
A Covered Person has a Pecuniary Interest in Securities if they have the opportunity to directly or indirectly benefit or share in any profit derived from a transaction in the Securities. The following are examples of an indirect pecuniary interest in Securities:
| • | Securities held by members of a Covered Person’s immediate family sharing the same household unless it can be established that profits derived from transactions in these Securities do not provide the Covered Person with any economic benefit, subject to review and approval by Legal and Compliance. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, broth-er-in-law or sister-in-law, and includes any adoptive relationship; |
| • | Securities held by any individual for whom the Covered Person provided signifi-cant economic support during the immediately preceding 12-month period, even if such individual does not share the same household; |
| • | A Covered Person’s interest as a general partner in Securities held by a partnership; or |
| • | A Covered Person’s interest as a managing-member in the Securities held by a lim-ited liability company. |
A Covered Person does not have a pecuniary interest in the Securities held by a cor-poration or similar entity in which they hold an equity interest, unless the Covered Person is a controlling shareholder of the entity or has or shares investment control over the Securities held by the corporation or similar entity.
PIPEs
Private investments in public equities.
Policy
This Personal Securities Transactions Policy, also referred to as the Code of Ethics.
Private Placements
A private placement is an offering of securities that is exempt from registration under various laws and rules, such as the Securities Act, including investments in limited partnerships and hedge funds. Although private placements are subject to the Securities Act, the Securities offered do not have to be registered with the SEC if the issu-ance of the securities conforms to an exemption from registration as set forth in the Securities Act and SEC rules.
Reportable Account
An account that is required to be reported by Covered Persons under this Policy.
SEC
Securities and Exchange Commission.
SEC Rule 204A-1
Rule 204A-1 under the Advisers Act, also known as the “Code of Ethics Rule.”
Securities Act
Securities Act of 1933, as amended, and the rules and regulations thereunder.
Security
The term “Security”, as defined in Section 202(a)(18) of the Advisers Act, means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instru-ment commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
For purposes of this Policy, commodities, futures and options traded on a commodities exchange, including currency futures, are not Securities. However, securities fu-tures, financial futures and futures and options on narrow-based security indices of securities are Securities.
Security Future
A security future product is a future whose underlying instrument is either a single security or a narrow-based security index.
Supervised Person
Supervised Person means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser.
Temporary Worker
An intern, consultant or person working on a contract basis.
Revision History
First Eagle Funds and First Eagle Variable Funds
Amended Dates
September 10, 2020; December 17, 2019; January 1, 2019, April 1, 2017; October 2014;
September 2012; April 2012
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First Eagle Investment Management, LLC | 1345 Avenue of the Americas, New York, NY 10105-0048 | www.feim.com |
