First Eagle Private Credit Fund amends advisory agreements and governing documents for NASAA compliance

First Eagle Private Credit Fund

Removed sunset provisions in advisory, subadvisory, and administration agreements tied to shares becoming covered securities.
Amended indemnification, expense allocation, and termination provisions to clarify NASAA Omnibus Guidelines compliance.
Board adopted Third Amended Declaration of Trust requiring annual shareholder meetings, amending trustee election/removal, and removing ownership threshold for derivative actions.
Board adopted Amended and Restated Bylaws requiring annual meetings and amending shareholder meeting and trustee election provisions.
All changes effective March 11, 2025; no increase in advisory fees.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

First Eagle Private Credit Fund: Amended and Restated Bylaws adopted, amending the Fund's bylaws to require annual shareholder meetings and amend provisions regarding shareholder meetings, election of trustees, and rights of trustees, officers, employees and agents to clarify compliance with NASAA Omnibus Guidelines (effective 2025-03-11).

Change: bylaw amendment
Effective: 2025-03-11

Exact text from the filing

On March 11, 2025, the Board adopted the Amended and Restated Bylaws of the Fund (the “ Amended and Restated Bylaws ”), which amend the Fund’s previously effective bylaws to, among other things, (i) require annual shareholder meetings, (ii) amend certain provisions regarding shareholder meetings, including to clarify compliance with NASAA guidelines, (iii) amend certain provisions regarding the election of Trustees, (iv) amend certain provisions regarding the rights of Trustees, officers, employees and agents to clarify, including to clarify compliance with the NASAA Omnibus Guidelines.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

First Eagle Private Credit Fund: Third Amended and Restated Declaration of Trust adopted, amending the Fund's declaration of trust, including to require annual shareholder meetings, amend election, removal, indemnification, expense allocation, roll-up, derivative action, offering period, principal transaction, distribution, adviser (effective 2025-03-11).

Change: charter amendment
Effective: 2025-03-11

Exact text from the filing

On March 11, 2025, the Board of Trustees (the “ Board ”) of the Fund adopted the Third Amended and Restated Declaration of Trust of the Fund (the “ Third Amended and Restated Declaration of Trust ”), which amends the Fund’s previously effective declaration of trust at the request of state securities regulators to, among other things, (i) require annual shareholder meetings, (ii) amend certain election and removal provisions for the members of the Board

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Source: SEC EDGAR

accession 0001193125-25-051996

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