M&A - FIRST EAGLE VARIABLE FUNDS

Form Type: PRE 14A

Filing Date: 2025-04-11

Corporate Action: Merger

Type: New

Accession Number: 000093041325001235

Filing Summary: A Special Meeting of Shareholders of First Eagle Overseas Variable Fund is scheduled for June 30, 2025, to vote on two significant proposals related to corporate governance and advisory arrangements. The first proposal seeks approval for a new advisory agreement with First Eagle Investment Management, LLC (FEIM) following a prospective change of ownership of FEIM's parent company, First Eagle Holdings, Inc. Funds managed by Genstar Capital aim to acquire a majority investment in FE Holdings, transitioning the ownership from The Blackstone Group and Corsair Capital. This transaction necessitates a shareholder vote to continue FEIM's advisory services under a new agreement, as the existing one will terminate upon an ownership change. The second proposal involves the election of ten members to the Board of Trustees of the Trust, ensuring fiduciary oversight for the Fund. The Board recommends voting in favor of both proposals, emphasizing that no changes to advisory fees or management personnel, nor adjustments to investment objectives and policies, will occur as a result of the transaction. The proxy materials are provided for shareholders to vote and ensure their voices are heard.

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Form Type: 497

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000093041325000887

Filing Summary: On March 3, 2025, First Eagle Holdings, Inc. announced a definitive agreement for a majority investment in First Eagle Holdings, Inc. by funds managed by Genstar Capital. This acquisition involves the buyout of all interests currently held by funds indirectly controlled by Blackstone Inc. and Corsair Capital LLC. The transaction is anticipated to be completed in the second half of 2025, pending customary closing conditions, including necessary consents and regulatory approvals. This will be considered an 'assignment' of the current investment management agreement between the First Eagle Variable Funds and First Eagle Investment Management, LLC, leading to an automatic termination of those agreements. A new substantially identical investment management agreement will be considered by the Board of Trustees of the First Eagle Variable Funds and, if approved, will be presented to shareholders for approval. The acquisition is not expected to change the portfolio management, investment objectives, or policies of the Fund.

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