599 LEXINGTON AVENUE | NEW YORK | NY | 10022-6069
WWW.SHEARMAN.COM | T +1.212.848.4000 | F +1.212.848.7179
ngreene@shearman.com | August 21, 2015 |
(212) 848-4668 |
|
Via Email
Sally Samuel
U.S. Securities and Exchange Commission
Office of Disclosure and Review
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Response to your August 20, 2015 comments to First Eagle Funds Proxy Statement
Dear Sally:
This letter responds to the comments you provided us by telephone on August 20, 2015 to the First Eagle Funds Preliminary Proxy Statement filed on August 14, 2015 (the “Trust” and the “Proxy Statement”, respectively). Below, we identify each of your comments and offer our responses. Capitalized terms used but not defined have the meaning ascribed to them in the Proxy Statement.
COMMENT 1: You asked that the Funds provide the so-called “Tandy representations.”
RESPONSE: Understood, please see the end of this letter.
COMMENT 2: You commented that we should complete all missing dates and data.
RESPONSE: Understood, will do so.
COMMENT 3: You commented that we should include information about internet availability of the Proxy Statement (regardless of whether the Proxy Statement will be mailed to shareholders).
RESPONSE: Understood, will do so.
ABU DHABI | BEIJING | BRUSSELS | DÜSSELDORF | FRANKFURT | HONG KONG | LONDON | MENLO PARK | MUNICH
NEW YORK | PARIS | ROME | SAN FRANCISCO | SÃO PAULO | SHANGHAI | SINGAPORE | TOKYO | TORONTO | WASHINGTON, DC
SHEARMAN & STERLING LLP IS A LIMITED LIABILITY PARTNERSHIP ORGANIZED IN THE UNITED STATES UNDER THE LAWS OF THE STATE OF DELAWARE, WHICH LAWS LIMIT THE PERSONAL LIABILITY OF PARTNERS.
COMMENT 4: You commented that we should reconsider whether information currently in the appendices could be incorporated into the body of the Proxy Statement and requested an explanation for each use of an appendix.
RESPONSE: Understood, will reorganize accordingly. Information in appendices G and H will be moved to the body. In our experience, inclusion of the remaining information in appendices is customary and results in a cleaner presentation for shareholders.
COMMENT 5: You commented that we should include a table identifying which proposal applies to which Funds.
RESPONSE: Understood, will do so.
COMMENT 6: You commented that we should explain what would happen to the advisory agreement if a Fund does not approve the new agreement.
RESPONSE: Understood. It is anticipated that approval will be diligently sought and ultimately obtained from all Funds in the First Eagle Funds and First Eagle Variable Funds complex. That said, we will add language generally to the effect that:
If the shareholders of a particular Fund do not approve the New Advisory Agreement with respect to that Fund and the Transaction is consummated, the Trustees, in consultation with the Adviser, will consider what further action to take consistent with their fiduciary duties to that Fund. Such action will initially include obtaining for the Fund interim investment advisory services from the Adviser (at no more than the current fee rate for up to 150 days following the Transaction). In the event the Transaction is not consummated, the Adviser will continue to serve as investment adviser to the Funds pursuant to the terms of the Existing Advisory Agreement and Iridian will continue to serve as subadviser to First Eagle Fund of America pursuant to the terms of the Existing Subadvisory Agreement.
COMMENT 7: You asked that we supplementally explain why the Trust may hold the meeting for the Absolute Return Fund at an earlier date than for the other Funds.
RESPONSE: As discussed on the phone, the Adviser owns 100% of the shares of the Absolute Return Fund. Accordingly, there is no issue with
obtaining quorum, etc., for that Fund, so as a practical matter we would expect the vote to be obtainable at any time. We also understand that a sole shareholder can waive notice requirements and other meeting mechanics to allow an earlier date.
COMMENT 8: You commented that we should give the ages of the Trustees instead of their year of birth in the Trustee tables.
RESPONSE: Understood, will do so.
* * * * *
The First Eagle Funds, hereinafter (the “Funds”), hereby acknowledge that the filing of our definitive Proxy Statement does not foreclose the Commission from taking any action with respect to the Proxy Statement. In addition, the Funds acknowledge that the action of the Commission or the Staff, acting pursuant to delegated authority, in reviewing and commenting, or otherwise acting, on the Proxy Statement does not relieve the Funds from their full responsibility for the adequacy and accuracy of the disclosures in the same. The Funds further acknowledge that they may not assert such review and comment as a defense in any proceeding initiated by the Commission and/or any person under the federal securities laws of the United States
I am at (212) 848-4668 should any of these responses require further discussion.
| Very truly yours, |
|
|
|
|
| Nathan Greene |
| (as attorney for the Funds) |
cc: Mark Goldstein (First Eagle)
Suzan Afifi (First Eagle)
Sheelyn Michael (First Eagle)
Carl Frischling (counsel to the Independent Trustees)
Aviva Grossman (counsel to the Independent Trustees)