MARCH 27, 2024
Form ADV Part 2A Brochure
First Eagle Separate Account
Management, LLC
1345 Avenue of the Americas, New York, N.Y. 10105
www.firsteagle.com
This Brochure provides information about the qualifications and business practices of First Eagle Separate
Account Management, LLC (“FESAM”). If you have any questions about the contents of this Brochure,
please contact us at 212-698-3300. The information in this Brochure has not been approved or verified by
the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority.
FESAM is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”). This registration does not imply any level of skill or training.
Additional information about FESAM also is available on the SEC’s website at
www.adviserinfo.sec.gov.
Item 1
Cover Page
Form ADV Part 2A Brochure page 2 First Eagle Separate Account Management, LLC
Item 2
Material Changes
FESAM filed its last annual update to the Form ADV on March 28, 2023.
As part of this update, the Firm Brochure was revised to include certain material changes since the previous annual update. The
material changes include:
•
Item 4 – Advisory Business, Investment Advisory Services – This section was amended to include an additional investment
strategy;
•
Item 5 – Fees and Compensation – This section was amended to include an additional investment strategy;
•
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss – This section was amended to add/update material risk
disclosures;
•
Item 12 – Brokerage Practices – This section was amended to add/update disclosures describing FESAM’s trading processes;
and
•
Item 17 – Voting Client Securities – This section was amended to update certain voting practices of FESAM’s Global Value
investment team.
There were also minor additional disclosures elsewhere in the brochure.
Form ADV Part 2A Brochure page 3 First Eagle Separate Account Management, LLC
Item 3
Table of Contents
Item 1 Cover Page 1
Item 2 Material Changes 2
Item 3 Table of Contents 3
Item 4 Advisory Business 4
Item 5 Fees and Compensation 5
Item 6 Performance-Based Fees and Side-By-Side Management 7
Item 7 Types of Clients 8
Item 8 Methods of Analysis, Investment Strategies and Risk of Loss 8
Item 9 Disciplinary Information 14
Item 10 Other Financial Industry Activities and Affiliations 14
Item 11 Code of Ethics 16
Item 12 Brokerage Practices 18
Item 13 Review of Accounts 21
Item 14 Client Referrals and Other Compensation 22
Item 15 Custody 22
Item 16 Investment Discretion 22
Item 17 Voting Client Securities 23
Item 18 Financial Information 24
Privacy Notice for First Eagle’s U.S. Clients 25
About this Brochure 27
Form ADV Part 2B 28
Julien Albertini 28
Alan Barr 30
Thomas Kimball Brooker, Jr. 32
Suzanne Franks 34
Manish Gupta 36
Christian Heck 38
William A. Hench 40
Adrian H. Jones 42
Robert Kosowsky 44
Matthew McLennan 46
Form ADV Part 2A Brochure page 4 First Eagle Separate Account Management, LLC
Form ADV Part 2A Brochure
Item 4
Advisory Business
Firm Overview
FESAM is a limited liability company organized under the laws of the State of Delaware and began operations as a registered
investment adviser under the Advisers Act in 2020. It is a wholly owned subsidiary of First Eagle Investment Management, LLC
(“FEIM”) and an indirect subsidiary of First Eagle Holdings, Inc., a holding company incorporated in Delaware (“FE Holdings” and the
advisory business of FEIM, FESAM and all other affiliates, “First Eagle”). Since 2015, a controlling interest in FE Holdings has been
owned by BCP CC Holdings L.P., a Delaware limited partnership (“BCP CC Holdings”). BCP CC Holdings GP L.L.C., a Delaware limited
liability company (“BCP CC Holdings GP”), is the general partner of BCP CC Holdings and has two managing members, Blackstone
Capital Partners VI L.P. (“BCP VI”) and Corsair IV Financial Services Capital Partners L.P. (“Corsair IV”). BCP VI is indirectly
controlled by a public company, Blackstone Inc. (NYSE: BX) (“Blackstone”). Corsair IV is indirectly controlled by Corsair Capital LLC
(“Corsair”). The general partner of Corsair IV is Corsair IV Management L.P., whose general partner is Corsair, the sole member of
which is Corsair Capital, L.P., whose general partner is Corsair Capital Group, Ltd., of which the controlling member is D.T. Ignacio
Jayanti. Investment vehicles indirectly controlled by Blackstone and Corsair and certain co-investors own a majority economic
interest in FE Holdings and FEIM through BCP CC Holdings, and therefore indirectly in FESAM, through BCP CC Holdings.
Investment Advisory Services
FESAM provides investment management services to wrap fee programs sponsored by broker-dealers, banks, or other investment
advisers (“Wrap/SMA Programs”). In most Wrap/SMA Programs, the program sponsor (“Sponsor”) charges participants
(“participants” or “investors”) a comprehensive fee (the wrap fee), inclusive of the advisory fee charged by FESAM and fees for other
services provided by the Sponsor, including typically trading commissions for securities transactions executed through the
Sponsor or a designated broker (“Designated Broker”). Additional fees may be incurred in connection with certain trades, if any,
instructed by FESAM on behalf of the accounts. Wrap/SMA Programs vary by Sponsor, and FESAM may act in a discretionary or
non-discretionary capacity. Under a single contract Wrap/SMA Program or a “model-only” Wrap/SMA Program, FESAM enters into
an investment management agreement directly with the Sponsor, while under a dual contract Wrap/SMA Program, FESAM enters
into an investment management agreement with each underlying program participant. For discretionary Wrap/SMA Programs,
FESAM has the authority to enter into transactions on behalf of Wrap/SMA Program participants, subject to any investment or
trading restrictions provided by the Sponsor or Wrap/SMA Program participants. Under its discretionary Wrap/SMA Programs,
FESAM supports the program’s eligibility for an exemption from the definition of an “investment company” pursuant to Rule 3a-4
under The Investment Company Act of 1940, as amended (the “Investment Company Act”). See Item 12 — Brokerage Practices
below for additional information about trade execution under a Wrap/SMA Program. Investment decisions are based on the chosen
investment strategy, in line with any applicable guidelines and/or restrictions.
For separately managed account (“SMA”) programs, FESAM has agreed to abide by certain restrictions from investors, including
but not limited to restrictions on securities or types of securities. In FESAM’s management of an investor’s account, FESAM will
typically not be responsible for and will not consider any securities, cash or investments owned by the investor, the investor’s
financial circumstances or investment objectives outside of the investor’s assets managed by FESAM.
Depending on the program terms, a participant in a Wrap/SMA Program may restrict the purchase of certain securities for an
account. An investor and/or a Sponsor may name either specific securities or a category that includes specified securities that
may not be purchased for the account. The investor or Sponsor is responsible for identifying any security or group of securities
which may not be held in the account. If an investor identifies a category of restricted securities (e.g., tobacco companies, gambling
stocks) without identifying the underlying companies of which the category is comprised or a source for identifying such underlying
companies, FESAM or the Sponsor may utilize outside service providers to identify the universe of companies that is considered in
such a category. For instance, under FESAM’s current protocols, a prohibition on issuers engaged in a particular type of activity or
business (e.g., the distribution, manufacturing, supply, production, provision, or retail sales of, or other involvement in, a certain
category of restricted services or products, such as alcohol) will typically result in the restriction of the securities of an issuer if
such issuer derives at least a minimum percentage (e.g., 10%) of its revenue, or of some other metric of economic exposure, from
the designated activity or business. As a result, an investment restriction with respect to a specific activity or business type does
not mean that FESAM’s investor will eliminate all indirect exposure to that activity or business, but rather that the investor’s
account will exclude investments into issuers that are deemed by a third-party data provider to exceed a pre-established minimum
economic involvement in that activity or business. When a security is required to be sold or is restricted from being purchased for
Form ADV Part 2A Brochure page 5 First Eagle Separate Account Management, LLC
an account, it may adversely affect the account’s performance and cause it not to track the performance of FESAM’s other
accounts without similar restrictions within the same investment disciplines. The change of the classification of a company, the
grouping of an industry or the credit rating of a security may force FESAM to sell securities in an investor’s account at an
inopportune time and possibly cause a taxable event to the investor.
FESAM manages the following principal investment strategies:
•
Overseas ADR — This strategy seeks to deliver attractive real returns while avoiding the permanent impairment of capital over
time by using a value approach to investing in mainly equity securities issued by non-U.S. corporations primarily through USD
tradeable securities, a majority of which are American Depositary Receipts (“ADRs”). The investment team seeks to follow a
bottom-up, fundamental approach, focusing on companies with businesses that they believe have sustainable profitability,
trading at what they believe are significant discounts to their Intrinsic Values.
1
The non-U.S. equity strategy may be invested in
companies located in mature (also known as developed) markets or in emerging markets. The investment team also invests in
exchange-traded funds (“ETFs”) representing exposure to gold and other precious metals. Additionally, the investment team has
the flexibility to invest in U.S. traded stocks of non-U.S. companies and U.S. companies engaged in significant non-U.S. business,
and cash and cash equivalents.
•
US Smid Cap Opportunity — This strategy seeks long-term growth of capital by investing in equity securities of small- and
midcap companies in an attempt to take advantage of what the team believes are opportunistic situations for undervalued
securities. The team seeks to invest in small and midcap companies that have become disconnected from their normalized
valuations and have an identifiable catalyst for improvement and positions the team to capture the evolution of quality
businesses as they grow.
•
Global SMA — This strategy seeks to deliver attractive real returns while avoiding the permanent impairment of capital over
time by using a value approach to investing mainly in equity securities issued by U.S. and non-U.S. corporations through USD
tradeable securities, including ADRs. The investment team seeks to follow a bottom-up, fundamental approach, focusing on
companies with businesses that they believe have sustainable profitability, trading at what they believe are significant discounts
to their Intrinsic Values. The strategy may be invested in companies located in mature (also known as developed) markets or in
emerging markets (including frontier markets, a sub-sector of emerging markets). The investment team also invests in ETFs
that allocate to gold and other precious metals.
•
Rising Dividend SMA — FESAM’s Rising Dividend SMA Strategy seeks capital appreciation and current income by investing
primarily in domestic stocks. Normally, the strategy’s assets will be invested primarily in domestic equity and debt instruments.
Such investments include common stock, hybrid instruments such as preferred stock and convertible securities and real estate
investment trusts. At least 65% of the strategy’s net assets will be income-producing.
Assets under Management/Assets under Advisement
As of December 31, 2023, our discretionary, regulatory assets under management were $261,106,868 and our non-discretionary
assets under advisement were $ 1,059,115,430.
Item 5
Fees and Compensation
The specific way fees are charged by FESAM is established in the written agreement governing each account.
FESAM generally negotiates the fees paid to us for investment management services provided to Wrap/SMA Programs directly with
Sponsors, not with individual Wrap/SMA Program participants. Wrap/SMA Program participants receive a brochure from the
Sponsor detailing all aspects of the Wrap/SMA Program. Fees and features of each Wrap/SMA Program vary by Sponsor.
Wrap/SMA Program participants should consult their Sponsor’s brochure for the specific fees and features applicable to their
program. For Wrap/SMA Program accounts, participants generally pay the Sponsor a single fee and out of this amount FESAM is
paid its negotiated fee rate by the Sponsor for advisory services. The Sponsor retains the remainder of the fee for trade execution,
custody, and additional services. Additional fees will be incurred in connection with certain trades made on behalf of Wrap/SMA
Program accounts, including relating to investments in ADRs, ETFs or other underlying funds, where applicable. See Item 12 –
Brokerage Practices for more information.
1
FESAM defines “Intrinsic Value” as its estimate of what a knowledgeable buyer might pay in cash for an entire business. In creating such estimates, while FESAM
typically considers traditional valuation criteria such as price/earnings and price/book ratios, it generally places greater emphasis on cash flow valuation (enterprise
value/ EBIT) and on valuations that take the balance sheet into account (enterprise value/net asset value; enterprise value/asset replacement value), while also noting
multiples paid in private market transactions (where possible and applicable).
Form ADV Part 2A Brochure page 6 First Eagle Separate Account Management, LLC
FESAM’s basic annual fee schedule for SMAs in its Overseas ADR Strategy is currently as follows:
Management Fee Expected Minimums
Dual Contracts
0.55%
$2 million
Single Contracts
0.40%
$100,000
UMA/Model Delivery
0.30–0.35%
$100,000
FESAM’s basic annual fee schedule for SMAs in its US Smid Cap Opportunity Strategy is currently as follows:
Management Fee
Expected Minimums
Dual Contracts
0.75%
$2 million
Single Contracts
0.40–0.45%
$100,000
UMA/Model Delivery
0.30–0.35%
$100,000
FESAM’s basic annual fee schedule for SMAs in its Global SMA Strategy is currently as follows:
Management Fee
Expected Minimums
Dual Contracts
0.55%
$2 million
Single Contracts
0.40%
$100,000
UMA/Model Delivery
0.30–0.35%
$100,000
FESAM’s basic annual fee schedule for SMAs in its Rising Dividend SMA Strategy is currently as follows:
Management Fee
Expected Minimums
Dual Contracts
0.50%
$2 million
Single Contracts
0.40-0.45%
$100,000
UMA/Model Delivery
0.30-0.35%
$100,000
The basic fees listed above can vary depending on certain factors including but not limited to the total value of client assets under
management with FESAM.
Unless a different arrangement is made with a client, FESAM expects generally to bill its management fees on a quarterly basis in
arrears based on the average assets at each month end during the quarter. Management fees are typically prorated for partial
periods.
FESAM does not currently have performance-based fee arrangements with any clients.
FESAM’s contracts typically include a provision for indemnification to FESAM under certain circumstances.
In certain circumstances, fees and account minimums are negotiable. FESAM may change its fee structure at any time.
Because Sponsors typically do not charge an additional commission for brokerage transactions, FESAM expects it will usually be
more cost effective for investor accounts if FESAM executes transactions through the respective Sponsor (or a Designated Broker)
instead of through other broker-dealers, who would typically charge additional commissions. In some cases, Sponsors have
directed FESAM to execute transactions through that Sponsor (or a Designated Broker). Additional information on FESAM’s
brokerage practices is set forth below under Item 12 – Brokerage Practices.
Form ADV Part 2A Brochure page 7 First Eagle Separate Account Management, LLC
Other Fees and Expenses
In addition to fees paid to FESAM for investment advisory services by the Wrap/SMA Programs it advises, depending on the
arrangement with the Sponsor, investor accounts also may incur certain other expenses including direct or indirect charges
imposed by custodians, brokers dealers, and other third parties; costs related to ADR set-up, custody, and maintenance; IRA and
retirement account fees; margin interest; costs associated with exchanging foreign currencies; activity assessment fees; odd-lot
differentials; withholding fees; wire transfer and electronic fund fees; taxes imposed on an account or an investment, including
transfer taxes, country tax, or delivery fees; and certain other fees and expenses authorized under account documents. Underlying
funds, including underlying ETFs and mutual funds, pay fees and expenses that are ultimately borne by investors (including but not
limited to management fees, brokerage costs, and administration and custody fees). Additionally, underlying funds held in an
investor account have annual investment advisory expenses, meaning investors incur two levels of investment management fees:
one indirectly in the form of an investment management fee to the investment adviser of each underlying fund, and one to the
Sponsor (part of which is paid to FESAM as an advisory fee for its services). To the extent FESAM determines to place trades for an
account with a broker-dealer other than a Sponsor or other Designated Broker that does not impose trading commissions (referred
to as “trading away”), investor accounts may incur trading costs in addition to the wrap fees or other program fees paid by the
account. The broker-dealer executing the trade-away transaction may charge fees that may include commissions, markups,
markdowns or “spreads” paid to market makers, which will be borne by investor accounts. Additionally, if a foreign currency
transaction is required, a foreign broker-dealer may receive compensation in the form of a dealer spread, markup or markdown.
There may be other exchange or similar fees charged by third parties, including but not limited to those relating to foreign currency
conversion, creation of ADRs, and foreign tax charges. Program participants will not be able to tell by looking at their trade
confirmation or account statement whether they incurred additional costs (or the amount of any such costs) in connection with
trading away because such costs are not identified separately, as they are instead incorporated into the net price of the trade. For
more information with respect to brokerage commissions, see Item 12 – Brokerage Practices, below.
Please see the brochure for your SMA/Wrap Program for more details regarding the fees and expenses your account may bear.
Item 6
Performance-Based Fees and Side-By-Side Management
In addition to the accounts FESAM manages for asset-based fees, FEIM, the parent of FESAM, charges certain of FEIM’s own
accounts performance-based fees — that is, fees based on a share of capital gain or capital appreciation of the account assets.
FESAM itself does not currently charge any of its accounts performance-based fees. There are potential conflicts of interest that
arise due to the side-by-side management of fixed-fee accounts with performance-fee accounts as there is an incentive to favor
higher-fee-paying accounts in the allocation of investment opportunities. Moreover, performance-based fee arrangements create
an incentive for an investment adviser to make investments which are riskier or more speculative than those which would be made
under a different fee arrangement. A similar conflict exists to favor higher-fee-paying accounts when managing investor accounts
paying higher asset-based fees compared to other accounts. Such a conflict exists between most of the accounts managed by FEIM
in strategies that are similar to those offered by FESAM, because FEIM generally charges substantially greater management fees
than those charged by FESAM. A conflict also exists when FESAM manages accounts containing assets owned by FEIM, by FESAM
itself, by either firm’s employees, or by the firms’ affiliates side-by-side with other FESAM accounts.
FESAM, its affiliates and their respective personnel have differing investment, compensatory and other pecuniary interests that
could serve to influence such persons to favor one client over another — including in circumstances where personnel are in
position to influence investment or other decisions that impact clients. For instance, FESAM maintains proprietary accounts with
one or more Wrap/SMA Program Sponsors. While FESAM aims to treat such accounts equitably with other accounts at that
sponsor and FESAM believes these accounts help it to monitor execution and other services provided to accounts, FESAM has an
incentive to favor its proprietary accounts and could have a conflict of interest in certain circumstances.
To mitigate conflicts related to performance fees and pecuniary interests, FESAM and its affiliates have adopted and implemented
written policies and procedures, including trade rotation and allocation procedures, reasonably designed to ensure that all clients
are treated fairly and equitably over time, and to prevent these conflicts from influencing the allocation of investment opportunities
among clients. Additionally, FESAM operates a separate trade implementation process for Wrap/SMA Programs (see Item 12 –
Brokerage Practices for more details). Generally, FESAM allocates trades for Wrap/SMA Programs on a pro-rata basis among
eligible accounts where such trades are executed by one trading process, regardless of advisory fees paid to FESAM or of other
pecuniary interests of FESAM, FEIM or their respective personnel. Eligible accounts include those handled by the same trading
process for which there are no guidelines or restrictions that are inconsistent with the proposed trade and for which there is
available cash to enter into the transaction.
Certain considerations, including cash flow, tax status, specialized account status, odd lots/de minimis status and threshold
amounts, can cause FESAM to deviate from pro-rata allocation and vary the portfolio composition, timing, and/or relative size of
Form ADV Part 2A Brochure page 8 First Eagle Separate Account Management, LLC
purchases and sales among types of accounts if, under the circumstances, such other method of allocation is reasonable, done in
good faith and does not result in an improper or systematic disadvantage to any account. Please see Item 12 – Brokerage Practices
for more details.
FESAM reviews performance dispersion among all similar accounts (managed either by FESAM or by FEIM) periodically to identify
whether any account appears to have been consistently favored relative to other similar accounts over time. Further details on
allocation policies and procedures are provided in Item 12 – Brokerage Practices, below.
Item 7
Types of Clients
FESAM provides portfolio management services to Wrap/SMA Program Sponsors and their clients. In addition, from time to time,
FESAM enters into “dual contract” agreements with certain clients. FESAM generally requires minimum account sizes, which are
based on mandate and type and are determined by the agreement between FESAM and the Wrap/SMA Program Sponsor. FESAM
reserves the right, in its sole discretion, to waive or change investment minimums in certain circumstances.
FESAM establishes minimum account strategies with individual Wrap/ Programs. See Item 5 – Fees and Compensation for more
information about expected minimum account sizes. FESAM may waive the minimum account requirements or establish different
minimum account standards for certain Wrap/SMA Programs from time to time in its sole discretion. Please see the Wrap/SMA
Program brochure for details about a specific Wrap/SMA Program.
Item 8
Methods of Analysis, Investment Strategies and Risk of Loss
The following are broad descriptions of the methods of analysis and strategies employed by FESAM. The investment approaches
and material risks described below for each investment strategy are not comprehensive. A particular investment strategy may
involve additional investment selection criteria and be subject to additional risks not described below. The investment strategies
and associated risks for Wrap/SMA Programs are described in more detail in the offering materials provided by the Wrap/SMA
Program Sponsor.
•
Overseas ADR — This strategy seeks to deliver attractive real returns while avoiding the permanent impairment of capital over
time by using a value approach to investing in equity securities issued by non-U.S. corporations primarily through USD
tradeable securities, a majority of which are ADRs. The investment team seeks to follow a bottom-up, fundamental approach,
focusing on companies with businesses that they believe have sustainable profitability, trading at what they believe are
significant discounts to their Intrinsic Values. This non-U.S. equity strategy generally invests in companies located in mature
(also known as developed) markets, and to a lesser extent in emerging markets. The investment team also invests in ETFs
representing exposure to gold and other precious metals. Additionally, the investment team has the flexibility to invest in U.S.
traded stocks of non-U.S. companies and U.S. companies engaged in significant non-U.S. business, and in cash and cash
equivalents.
•
US Smid Cap Opportunity — This strategy seeks long-term growth of capital by primarily investing in equity securities of small-
and mid-cap (“smid cap”) companies in an attempt to take advantage of what the investment team believes are opportunistic
situations for undervalued securities. Potential investments that the team considers to be opportunistic can include situations
involving company turnarounds (e.g., a company that may be experiencing periods of poor financial or stock performance but
may be exhibiting potential for financial recovery), emerging growth companies with interrupted earnings patterns (e.g.,
companies without a long or consistent history of earnings but that the team believes have the potential for earnings growth),
companies with unrecognized asset values, or undervalued growth companies (e.g., companies that have low multiples of price-
to-book or price-to-sales ratios, or companies with securities that are trading at a price below what the team believes the
security is worth). FESAM defines “smid cap” companies as those that have at the time of investment a market capitalization not
greater than that of the largest company in the Russell 2500TM Index.
•
Global SMA — This strategy seeks to deliver attractive real returns while avoiding the permanent impairment of capital over
time by using a value approach to investing in equity securities issued by U.S. and non-U.S. corporations through USD tradeable
securities, including ADRs. The investment team seeks to follow a bottom-up, fundamental approach, focusing on companies
with businesses that they believe have sustainable profitability, trading at what they believe are significant discounts to their
Intrinsic Values. The strategy may be invested in companies located in mature (also known as developed) markets or in
emerging markets (including frontier markets, a sub-sector of emerging markets). The investment team also invests in ETFs
that allocate assets to gold and other precious metals.
Form ADV Part 2A Brochure page 9 First Eagle Separate Account Management, LLC
•
Rising Dividend SMA — FESAM’s Rising Dividend SMA Strategy seeks capital appreciation and current income by investing
primarily in domestic stocks. Normally, the strategy’s assets will be invested primarily in domestic equity and debt instruments.
Such investments include common stock, hybrid instruments such as preferred stock and convertible securities and real estate
investment trusts. At least 65% of the strategy’s net assets will be income-producing.
The strategies employed by FESAM for Wrap/SMA Programs may be materially different from strategies offered by its affiliates
that are not subject to the limitations of the Wrap/SMA Programs.
Investment Risks
Investing in securities involves risk of loss that investors should be prepared to bear. Below are certain specific risks associated
with the above strategies. As it is not possible to identify all the risks associated with investing, this section discusses certain
material risks of FESAM’s investment activities. Moreover, the specific risks applicable to a client will depend upon various factors.
For each strategy, please refer to your Wrap/SMA Program Sponsor’s offering materials for a more detailed explanation of risks.
Investors or potential investors should be aware that an investment in an account managed by FESAM is not intended to provide a
complete investment program. FESAM assumes that investors will not invest all of their assets in a FESAM-managed account.
Investors are responsible for appropriately diversifying their assets to guard against the risk of loss. The value of a strategy’s
investments will generally fluctuate with, among other things, changes in prevailing interest rates, federal tax rates, counterparty
risk, general economic conditions, the condition of certain financial markets, developments or trends in any particular industry and
the financial condition of the issuer. FESAM does not guarantee or represent that its investment strategies will be successful.
FESAM’s past results are not necessarily indicative of its future performance and its investment results may vary over time. FESAM
cannot provide assurances that its investment decisions will be profitable, and, in fact, you could incur substantial losses. Your
investments with FESAM are not a bank deposit and are not insured or guaranteed by the Federal Deposit Insurance Corporation
or any other government agency.
Market Risk — The value and liquidity of a client’s portfolio holdings may fluctuate in response to events specific to the issuers or
markets in which the client invests, as well as economic, political, or social events in the United States or abroad. Markets may be
volatile, and prices of individual securities and other investments, including those of a particular type, may decline significantly and
rapidly in response to adverse issuer, political, regulatory, market, economic or other developments, public perceptions concerning
these developments, and adverse investor sentiment or publicity. Recent market conditions and events, including a global public
health crisis, wars and armed conflicts and actions taken by governments in response, may exacerbate volatility. Rapid changes in
prices or liquidity, which often are not anticipated and can relate to events not connected to particular investments, may limit the
ability of the client to dispose of its assets at the price or time of its choosing and can result in losses. Changes in prices may be
temporary or may last for extended periods.
Equity Risk — The value of a client’s portfolio holdings may fluctuate in response to the risk that the prices of equity securities,
including common stock, rise and fall daily. These price movements may result from factors affecting individual companies,
industries, or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause stock prices to
fall over short or extended periods of time. Equity securities generally have greater price volatility than debt securities.
Convertible Security Risk — Convertible securities generally offer lower interest or dividend yields than non-convertible securities
of similar quality. Convertible securities may gain or lose value due to changes in the issuer’s operating results, financial condition,
credit rating and changes in interest rates and other general economic, industry and market conditions.
Regulatory Risk — Adverse changes to existing laws or regulations, or the adoption of new laws or regulations, have the potential to
negatively affect existing investment holdings and restrict FESAM’s ability to implement intended investment strategies. Such
changes could result in the forced sale of certain account holdings and limit the scope of available investment opportunities.
Non-U.S. Investment Risk — Non-U.S. investments often involve special risks not relevant to U.S. investments that can increase the
chance of losing money. These risks include those associated with non-U.S. custodians and depositories and fluctuations in
currency exchange rates. Non-U.S. investments also generally trade in thinner markets than U.S. investments. In addition, non-U.S.
investments may be subject to less politically and economically stable environments with a greater likelihood of abrupt changes to
government regulation than in the U.S. Non-U.S. investments are subject to heightened risks of currency or capital controls,
transfer restrictions, expropriation or nationalization of assets, and other governmental actions that may adversely impact issuers.
The legal systems in certain countries provide relatively weak protections for investors.
Geographic Investment Risk — To the extent an investment strategy invests a significant portion of its assets in the securities of
companies of a single country or region, it is more likely to be impacted by events or conditions affecting that country or region.
While relevant strategies reserve the right to dynamically allocate their assets across countries and regions, listed below are some
of the geographies in which the Global SMA and Overseas ADR Strategies have made significant investments as of the date of this
Brochure. Currently, the Global SMA Strategy has significant exposure to Europe and Japan; the Overseas ADR Strategy has
Form ADV Part 2A Brochure page 10 First Eagle Separate Account Management, LLC
significant exposure to Canada, Europe and Japan. A client’s exposure to a particular country is determined in accordance with
FESAM’s ‘‘country of risk’’ assessment.
Canada Risk — The Canadian economy is susceptible to adverse changes in certain commodities markets, including those
related to the mining and agricultural industries. It is also heavily dependent on trading with key partners. Any reduction in
this trading may adversely affect the Canadian economy.
European Risk — Investments in Europe subject strategies to the risks associated with investing in the European markets,
including the risks associated with the United Kingdom’s exit from the European Union (‘‘Brexit’’). Investments in a single
region, even though representing a number of different countries within the region, may be affected by common economic
forces and other factors. Further, political or economic disruptions in European countries, even in countries in which
strategies are not invested, may adversely affect securities values and thus the relevant strategies’ holdings. Such
disruptions can be caused by economic, financial or political events and factors, including but not limited to, international
wars or conflicts (including Russia’s military invasion of Ukraine) and geopolitical developments (including trading and
tariff arrangements, sanctions and cybersecurity attacks). The impact of Brexit on the United Kingdom and European
economies has been significant, resulting in increased volatility and illiquidity and lower economic growth for companies
that rely significantly on the United Kingdom and/or Europe for their business activities and revenues. Any further exits
from the European Union, or an increase in the belief that such exits are likely or possible, would likely cause additional
market disruption globally and introduce new legal and regulatory uncertainties.
Japan Risk — The Japanese economy is heavily dependent upon international trade and may be subject to considerable
degrees of economic, political and social instability, which could negatively affect the relevant strategies. Japan has also
experienced natural disasters, such as earthquakes and tidal waves, of varying degrees of severity, which also could
negatively affect the Global and International Value and Equity Strategies.
Small and Medium Size Company Risk — Shares of small and medium sized companies are generally less liquid, and more volatile in
price, than those of larger companies. Certain small companies especially are less seasoned, trade in the over-the-counter
markets, not well-known to the investing public, not significantly owned by institutions and can have cyclical, static or only moderate
growth prospects.
Large-Size Company Risk — The Overseas ADR, Global SMA and Rising Dividend SMA Strategies may invest in larger, more
established companies, the securities of which may be unable to respond quickly to new competitive challenges like changes in
consumer tastes or innovative smaller competitors. Larger companies are sometimes unable to attain the high growth rates of
successful, smaller companies, especially during extended periods of economic expansion. The aforementioned strategies consider
large companies to be companies with market capitalizations of $10 billion or greater.
Emerging Market Risk — When a client invests in emerging market securities (generally meaning those associated with less
developed markets), the client may be exposed to market, credit, currency, liquidity, legal, political, technical and other risks
different from, and generally greater than, the risks of investing in developed markets. Emerging market countries typically have
less-established market economies than developed countries and may face greater social, economic, regulatory and political
uncertainties. In addition, emerging markets typically present greater illiquidity and price volatility concerns due to smaller or
limited local capital markets and greater difficulty in determining market valuations of securities due to limited public information
on issuers. Risks related to emerging markets securities also include market manipulation concerns, limited reliable access to
capital and foreign investment structures. Emerging markets also may be susceptible to the risks associated with the differences in
regulatory, accounting, auditing, financial reporting and recordkeeping standards, which could impact a client’s performance.
There also may be limitations on the rights and remedies available to a client, individually or in combination with other shareholders,
against issuers within emerging markets.
Gold and Commodity Risk — Exposure to gold and other commodities, including through ETFs, may subject a portfolio to greater
volatility than investments in traditional securities. Accounts may be invested in the securities of companies in the gold mining
sector. Prices of gold-related issues are susceptible to changes to U.S. and non-U.S. interest rates, taxes, currency, mining laws,
inflation, and various other market conditions. Gold-related investments as a group have not performed as well as the stock market
in general during periods when the U.S. dollar is strong, inflation is low and general economic conditions are stable. In addition,
returns on gold-related investments have traditionally been more volatile than investments in broader equity or debt markets.
Currency Risk — Currency trading involves significant risks, including market risk, interest rate risk and country risk.
Counterparty and Settlement Risk — There is a risk that a counterparty may default on its obligations to perform under the relevant
contract. In the event of a bankruptcy or insolvency of a counterparty, there may be delays in liquidating the position and significant
losses may be incurred. If a counterparty was unable to meet its contractual obligations under certain derivative contracts, the
client account in relation to which FESAM had entered into that derivative could incur a loss and this would have an adverse effect
on the value of the client account.
Form ADV Part 2A Brochure page 11 First Eagle Separate Account Management, LLC
Depositary Receipt Risk — The Overseas ADR strategy invests primarily in securities of non-U.S. companies in the form of ADRs or
similar securities, as does the Global SMA strategy with respect to its investments in non-U.S. companies. ADRs are negotiable
certificates issued by a U.S. financial institution that represent a specified number of shares in a foreign stock. ADRs may trade on a
U.S. national securities exchange, such as the New York Stock Exchange, or be traded over-the- counter. While ADRs are
denominated in U.S. dollars, they are still subject to currency exchange rate risks. The securities underlying an ADR are usually
denominated or quoted in currencies other than the U.S. Dollar. As a result, changes in foreign currency exchange rates may affect
the value of a portfolio’s investment. Generally, when the U.S. Dollar rises in value against a foreign currency, a security
denominated in that currency loses value because the currency is worth fewer U.S. Dollars. In addition, because the underlying
securities of ADRs trade on foreign exchanges at times when the U.S. markets are not open for trading, the value of the securities
underlying the ADRs may change materially at times when the U.S. markets are not open for trading. ADRs entitle the shareholder to
all dividends, net of any applicable local withholding taxes, and capital gains that would be paid on the company’s ordinary shares.
The price of ADRs can be materially impacted by a large increase in order volume. To the extent that a strategy seeks exposure to
securities of non-U.S. companies using securities traded in the United States other than ADRs, such as so-called “F-Shares,” the
strategy will be subject to similar risks as if it held ADRs.
Differential Strategy Risk — An affiliate of FESAM has experience in managing pooled investment funds, but FESAM and its affiliates
have limited experience in managing separate accounts, which are subject to different regulatory and other restrictions from
pooled vehicles. Due to these differences, the investment strategies FESAM offers are not the same as the investment strategies
affiliates of FESAM offer through pooled vehicles and are expected to have different results in the separate accounts than they have
for the pooled vehicles that are subject to certain different regulatory and other restrictions than apply to the separate accounts.
ETF Risk — Investing in an ETF exposes a portfolio to all of the risks of that ETF’s investments and subjects it to a pro rata portion of
the ETF’s fees and expenses. As a result, the cost of investing in ETF shares may exceed the cost of investing directly in its
underlying investments. ETF shares trade on an exchange at a market price which may vary from the ETF’s net asset value. ETFs
may be purchased at prices that exceed the net asset value of their underlying investments and may be sold at prices below such
net asset value. Because the market price of ETF shares depends on market demand, the market price of an ETF may be more
volatile than the underlying portfolio of securities the ETF is designed to track. An account may not be able to liquidate ETF holdings
at the time and price desired, which may impact performance.
Responsible Investing — None of FESAM’s investment strategies currently follows a specific environmental, social and governance
(“ESG”) strategy.
Integration — FESAM’s investment teams that manage equity investments seek to integrate ESG factors into their
investment processes where ESG factors present financially material risks and/or opportunities that could significantly
impact the long-term value of a business. While each such investment team’s specific implementation of ESG integration
will continue to develop and evolve, when assessing a company, the investment team sometimes has discussions with
management, including discussions that occasionally relate to ESG, which, as applicable, lead to better informed
investment decisions and possibly add value for clients, in a manner consistent with fiduciary responsibility and investment
objectives.
Due Diligence — As part of the general diligence of the investment teams when analyzing a company, the teams typically
seek to identify financially material risks, including those that may be related to ESG issues that are relevant to the value of
the business. These investment teams do not rely upon exclusionary screens when evaluating potential investments for
clients, but rather take a holistic approach to assessing a company’s long-term value, in part by taking ESG factors into
account to the extent that the investment team believes they could materially impact the team’s investment thesis with
respect to the company and/or the value of the company’s business over the intended time period. The investment teams
that manage equity investments take this approach in the belief that ESG factors are diverse, complex and dynamic, and
vary across a wide range of considerations, such as those specific to a particular company, issuance of securities, sector,
management team, or geography. Each investment team has discretion over the approach it takes to incorporating ESG
factors into its investment processes, if at all, consistent with the descriptions of a client’s investment objective, strategies
and policies. These approaches can vary across different strategies managed by an individual team and are subject to
change over time. Moreover, there is a lack of a common industry standard relating to the development and application of
ESG criteria. As a result, there are significant differences in interpretation of what it means for a company to be an ESG
investment, and FESAM’s interpretations may differ from those of others and may change over time.
Unrestricted by ESG Factors — Unless required by the client, there are no restrictions on the investment universe of
strategies by reference to ESG factors. The relevance that ESG factors are given, if any, overall or individually, for a
particular decision is dependent on the investment team’s assessment of their financial materiality to the investment.
Accordingly, ESG factors are not identified for each investment. FESAM can and does invest in companies where the
investment teams identify what they believe to be compelling financial reasons to do so even if a financially material ESG
risk has been identified by the investment team. There also is no guarantee that the investment teams’ investment decision-
Form ADV Part 2A Brochure page 12 First Eagle Separate Account Management, LLC
making processes will mitigate or prevent market or other risks within a client’s portfolio (including, for example, risks
associated with a company’s responses or non-responses to environmental, social or governance conditions, difficulties in
identifying, measuring and understanding those conditions and related impacts on the company).Concentration Risk —
Portfolios that are less diversified across geographic regions, countries, sectors, industries, or individual companies
generally are riskier than more diversified portfolios and subject to higher levels of volatility.
Value Investment Strategy Risk — An investment made at a perceived ‘‘margin of safety’’ or ‘‘discount to intrinsic or fundamental
value’’ can trade at prices substantially lower than when an investment is made, so that any perceived ‘‘margin of safety’’ or
‘‘discount to value’’ is no guarantee against loss. ‘‘Value’’ investments, as a category, or entire industries or sectors associated with
such investments, may lose favor with investors as compared to those that are more ‘‘growth’’ oriented. In such an event, a client’s
investment returns would be expected to lag relative to returns associated with more growth-oriented investment strategies.
Investing in or having exposure to ‘‘value’’ securities also presents the risk that such securities may never reach what FESAM
believes are their full market values.
Substantial Ownership Positions — Clients of First Eagle sometimes accumulate substantial positions in the securities of and
occasionally even gain control of individual companies. Any exercise of management or control could expose the assets of a client to
claims by the underlying company, its security holders and its creditors. Substantial ownership positions also are more difficult or
expensive to liquidate. At times, regulatory or company-specific requirements will limit or block trading in a company’s securities by
those deemed to be company “insiders” (officers, directors and certain large shareholders). These limitations are not necessarily
related to the possession of a company’s material nonpublic information (“MNPI”). Clients of First Eagle may be subject to
investment limitations based on aggregate holdings of all First Eagle clients, even if an individual client’s or investor’s holding would
not be subject to such limitations. These limitations could hinder the ability to enter into (or, in some cases, exit) an investment in a
timely way or at the scale FESAM believes is attractive, and thus could negatively affect investment performance or returns).
Conflicts with Affiliates’ Investments — The Investment Company Act prohibits or restricts “affiliated persons” of a registered
investment company or “affiliated person[s] of such a person” from knowingly selling any security or other property to the
registered investment company. Blackstone and Corsair hold positions in certain of their respective investee companies that
exceed thresholds that would cause certain transactions in those investee companies by FESAM-managed accounts to be
considered prohibited “affiliated transactions” under the Investment Company Act. In order avoid such transactions, First Eagle
maintains a restricted list of companies over which Blackstone or Corsair have or may have control, as defined by the Investment
Company Act. Although FESAM-managed accounts are not subject to these provisions of the Investment Company Act, this
restricted list limits the investment opportunities for both the First Eagle Funds (which are managed by FEIM) and, consequently, for
all FESAM-managed accounts that trade in certain of the same securities held by one or more of the First Eagle Funds. The
Overseas ADR, US Smid Cap Opportunity Global SMA and Rising Dividend SMA strategies generally trade parallel to the relevant
trades of specific First Eagle Funds. Moreover, with respect to FESAM’s clients that are subject to the Employee Retirement Income
Security Act of 1974 (“ERISA”), FESAM must avoid transactions with issuers owned in significant part by Blackstone and Corsair
because of prohibitions under ERISA. Similarly, the elimination of the information barrier between FESAM and FEAC (as defined
below), as described in further detail under Item 10, below, has required FESAM to add the names of most of the companies to
which FEAC makes loans (and consequently receives MNPI) to FESAM’s own restricted list, also limiting FESAM’s clients’ investment
opportunities.
Conflicts Related to Multiple Clients Investing in the Same Portfolio Company — Potential conflicts are expected to be created as a
result of FESAM and its affiliates investing different clients in different levels of the same portfolio company’s capital structure, such
as one client owning debt and another client owning equity in a single portfolio company. When this occurs there can be instances
in which FESAM and/or its affiliates, in acting as a fiduciaries on behalf of clients whose rights have priority by virtue of their
position in a portfolio’s company’s capital structure, will be compelled to enforce those rights on behalf of the clients in the stronger
capital position to the detriment of other clients, possibly resulting in a complete loss of value in the securities held by the other
clients.
Natural Disaster and Epidemic Risk — Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis
and other severe weather-related phenomena, generally, as well as widespread disease, including pandemics and epidemics, have
been, and can be, highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries,
markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of
investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or
region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the
United States. These disruptions could prevent FESAM from executing advantageous investment decisions in a timely manner and
negatively impact its ability to achieve its investment objectives. Any such event(s) could have a significant adverse impact on the
value and risk profile of investments with FESAM. For example, the outbreak of COVID-19, efforts to contain its spread and surges
in demand for goods and services in regions where it has generally abated have resulted in, among other things, border closings
and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains, and
Form ADV Part 2A Brochure page 13 First Eagle Separate Account Management, LLC
customer activity including government shutdowns of sectors of the economy, event cancellations and restrictions, service
cancellations, reductions, and other changes, significant challenges in healthcare service preparation and delivery, and prolonged
quarantines, as well as general concern and uncertainty. These impacts have caused significant market volatility, exchange trading
suspensions and closures, and declines in global financial markets, which have caused losses for investors. The COVID-19
pandemic and its effects may last for an extended period of time. The impact of the COVID- 19 outbreak could continue to negatively
affect the global economy, the economies of individual countries, and the financial performance of individual companies, sectors,
industries, asset classes, and markets in significant and unforeseen ways. Any such impact could adversely affect the value and
liquidity of investments, and negatively impact a client’s performance. In addition, the outbreak of COVID-19 and measures taken to
mitigate its effects could result in disruptions to the services provided to FESAM by its service providers.
Operational and Cybersecurity Risks — A client may suffer losses arising from shortcomings or failures in internal processes,
people or systems, or from external events. The failure in cyber security systems, as well as the occurrence of events unanticipated
in the disaster recovery systems and management continuity planning of First Eagle, could impair FESAM’s ability to conduct
business effectively. The occurrence of a disaster such as a cyber-attack, a natural catastrophe, a pandemic, an industrial
accident, a terrorist attack or war, events unanticipated in First Eagle’s disaster recovery systems, or a support failure from
external providers or intermediaries (including the Implementation Agent (as defined below) or Wrap/SMA Program Sponsors),
could have an adverse effect on FESAM’s ability to conduct business, maintain the privacy of investors, its clients and employees,
and on FESAM’s results of operations and financial condition, particularly if those events affect our computer-based data
processing, transmission, storage, and retrieval systems or destroy data. If a significant number of First Eagle’s or FESAM’s senior
management and employees were unavailable in the event of a disaster, our ability to effectively conduct our business could be
severely compromised. FESAM relies on internal and third-party technology systems and networks to view, process, transmit and
store information, including sensitive investor, client and proprietary information, and to conduct many of its business and
investment activities. Those systems and networks are subject to a comprehensive information and cyber security infra- structure,
including the implementation of policies and procedures, designed to mitigate the risk of technology failures and intentional or
inadvertent breaches. It cannot be assured that such measures will be successful in preventing all technology failures and
breaches.
Data Sources Risks — Information from third party data sources to which FESAM subscribes may be incorrect. Failure of a data
source, such as an index provider, to provide the data on which FESAM relies may have a negative impact on the performance of a
client account.
Reliance on Third Parties — FESAM and its clients require, and rely upon, the services of a variety of third parties, including but not
limited to attorneys, accountants, administrators, brokers, custodians, consultants and other agents. Failure by any of these third
parties to timely and accurately perform their obligations to FESAM or a client could have an adverse effect upon FESAM and the
client.
Risks Relating to Evolving Technology — Recent technological advances in artificial intelligence, robotics and machine learning
technologies (collectively “AI Technologies”) and their current and potential future applications including in the financial sectors, as
well as the legal and regulatory frameworks within which they operate, continue to rapidly evolve, and it is impossible to predict the
full extent of current or future risks related thereto. Regulations related to AI Technologies may also impose certain obligations on
organizations, and the costs of monitoring and responding to such regulations, as well as the consequences of non-compliance,
could have an adverse effect on organizations connected to FESAM, its clients and their investments. In addition, FESAM, its clients
and their investments could be exposed to risks to the extent third-party service providers or any counterparties use AI
Technologies in their business activities. FESAM will not be in a position to control the manner in which third-party products are
developed or maintained or the manner in which third-party services utilizing AI Technologies are provided.
Issuer Risk — The value of securities may decline for a number of reasons that directly relate to a security’s issuer, such as its
financial strength, management performance, financial leverage and reduced demand for the issuer’s goods and services, as well
as the historical and prospective earnings of the issuer and the value of its assets. A change in the financial condition of a single
issuer may affect securities markets as a whole.
Reliance on Third Parties — FESAM relies upon the performance of certain third parties, including FEIM, the Wrap Program
Sponsors, and the Implementation Agent (as defined below), to perform most of its functions, including functions that are integral to
FESAM’s operations and financial performance. Failure by such a third party to carry out its obligations to FESAM or the
termination of FESAM’s relationship with any service provider, or any delay in appointing a replacement for such service provider,
could materially disrupt the business of FESAM and could have a material adverse effect on the performance and returns to
investors or FESAM’s clients. Additionally, misconduct or misrepresentations by employees of an affiliate, a Sponsor or a service
provider, including the Implementation Agent, could cause significant losses to FESAM, its clients, or investors.
Inflation/Deflation Risk — To the extent any strategy may be intended to provide a measure of protection against inflation, it is
possible it will not do so to the extent intended and, during periods of deflation, the related investments may be adversely affected to
a greater extent than other investments. Moreover, client accounts may be subject to the risk that the value of investments or
Form ADV Part 2A Brochure page 14 First Eagle Separate Account Management, LLC
income from investments will be lower in the future as inflation decreases the value of money. As inflation increases, the value of
the investments in a client’s account can decline.
Key Person Risk — The performance of client accounts is generally reliant on certain key investment personnel employed in
managing assets. Termination, disability, death, or departure of key personnel could adversely affect the client accounts and their
performance.
Item 9
Disciplinary Information
On September 21, 2015, the SEC announced an agreement with FEIM, the parent company of FESAM, to settle charges relating to
the use of assets of the First Eagle Funds (as defined below) to make payments to two financial intermediaries for distribution-
related services outside of a written, approved Rule 12b-1 plan, and that were not paid by FEIM out of its own resources. The SEC
alleged that the use of the First Eagle Funds’ assets to pay for these distribution-related services rendered the First Eagle Funds’
disclosures concerning payments for distribution-related services inaccurate. Without admitting or denying the SEC’s findings,
FEIM was censured and consented to the entry of an order to cease and desist from committing or causing any violations and
future violations of Section 206(2) of the Advisers Act, and Sections 12(b) and 34(b) and Rule 12b-1 of the Investment Company Act.
FEIM agreed in the settlement to pay disgorgement of $24,907,354, prejudgment interest of $2,340,525 and a civil monetary penalty
of $12,500,000. The resolution of this matter did not have a material adverse effect on FEIM’s financial results or operations.
Item 10
Other Financial Industry Activities and Affiliations
FEIM, the parent company of FESAM, provides investment advisory services primarily to mutual funds, private funds and
institutional separately managed accounts (“Institutional SMAs”). FEIM is the investment adviser to the First Eagle Funds and First
Eagle Variable Funds (collectively, the “First Eagle Funds”), which are registered investment companies. FESAM relies on FEIM for
numerous services and resources. The portfolio management team of FESAM is comprised of the subset of FEIM’s portfolio
management team members who provide investment advice to investment strategies that are the same or similar to those offered
by FESAM, with trading handled through a separate trade implementation process.
Trading Process Separation
While FEIM and FESAM operate their portfolio management functions together, they maintain largely separate trading processes
due to limitations related to differences in clients and investment strategies. The separate trading processes are designed to limit
the awareness of participants in either process as to the precise timing or method of execution of a particular trade made in the
other process. FESAM maintains policies and procedures under which it may determine that certain trades be traded away from
the Sponsor or Designated Broker and may route such trades to FEIM’s trading desk, in which case those trades would be subject
to FEIM’s trading policies and procedures. See Item 12 – Brokerage Practices for more information about FESAM’s trading
practices, separate trading processes, and other policies and procedures established relating thereto.
It is possible that the process separation procedures may not be effective in accomplishing their goal of mitigating potential
conflicts of interest and avoiding any actual or perceived misuse of trading information, which in turn could have adverse effects on
clients and on the reputation of FESAM.
Blackstone and Corsair
Certain private funds, including BCP VI and Corsair IV, that are managed by affiliates of Blackstone and Corsair, along with certain
co-investors, indirectly own or have the power to direct a controlling interest in FE Holdings. (Blackstone Management Partners
L.L.C., a registered investment adviser, is the investment adviser to BCP VI. Corsair Investments, L.P., a registered investment
adviser, is the investment adviser to Corsair IV. Blackstone and/or Corsair own and/or control other investment advisers, broker-
dealers and sponsors of investment funds and limited partnerships, registered commodity trading advisor and/or registered
commodity pool operator entities, banking or thrift institutions, insurance companies or agencies.) FE Holdings is the managing
member of FEIM, which is the managing member and parent of FESAM.
Most FESAM employees have interests in and/or are employees of FEIM and some are also affiliated with other investment
advisers or financial services firms, including FEF Distributors, LLC (“FEF Distributors”), a limited purpose broker-dealer and wholly
owned subsidiary of FEIM. Certain directors of FE Holdings have industry affiliations with other financial firms, including firms
affiliated with Blackstone and/or Corsair; and certain FE Holdings directors serve as directors of third-party broker-dealers or as
principals of third-party investment adviser firms which do business with FEIM and its clients.
Form ADV Part 2A Brochure page 15 First Eagle Separate Account Management, LLC
From time to time, various potential and actual conflicts of interest arise from the overall advisory, investment and other activities
of Blackstone and Corsair, their affiliates and personnel. The following briefly summarizes some of these conflicts but is not
intended to be an exhaustive list of all such conflicts. Certain of these potential or actual conflicts exist notwithstanding that neither
Blackstone, Corsair nor their affiliates may technically be a management person or an affiliated person of FESAM.
On behalf of advisory clients, affiliate(s) of FESAM have entered into agreements, transactions or other arrangements with
Blackstone and/or Corsair affiliates and portfolio companies, including transactions involving the securities of such companies.
From time to time, employees of Blackstone and Corsair serve as directors or advisory board members of certain issuers of the
clients’ investments or other entities and earn compensation from such activities. It is expected that these investments in such
issuers, if any, would not have a material impact on such compensation.
Information Barriers and Blackstone/Corsair
— By virtue of their respective ownership interests in FESAM, Blackstone and
Corsair have access to information that FESAM’s clients, as well as investors in the Wrap/SMA Programs, do not have. Blackstone
and Corsair are entitled to receive information regarding FESAM and its activities, including, without limitation, information about
FESAM’s clients, as well as confidential, proprietary information about FESAM.
In addition to policies and procedures that have been adopted by FESAM or its affiliates to mitigate potential conflicts and comply
with applicable law, Blackstone and Corsair have adopted certain policies and procedures, including information barriers, to
mitigate potential conflicts of interest that each has with its portfolio companies, including FE Holdings, and to address certain
regulatory requirements and contractual restrictions. This results in reduced investment opportunity for FESAM’s clients. First
Eagle maintains a restricted list of companies whose securities are subject to trading prohibitions due to the business activities of
Blackstone and Corsair. FESAM and its clients are subject to those prohibitions. A client’s account could be prohibited from buying
or selling securities on the restricted list until the restriction is lifted, which could disadvantage the client’s account.
Blackstone and Corsair have represented creditors or debtors in proceedings under Chapter 11 of the Bankruptcy Code or prior to
such filings. From time-to-time Blackstone and Corsair serve as advisors to creditor or equity committees. While FESAM is subject
to policies and procedures, including information barriers, to mitigate potential conflicts and reduce the risk that FESAM would face
restrictions under these circumstances, the participation of Blackstone or Corsair in any such activities could potentially limit or
preclude the flexibility that FESAM’s clients may otherwise have to participate in restructurings. Alternatively, FESAM could be
required to liquidate any existing client positions of the applicable portfolio entity. The inability to transact in any security, derivative
or loan held by a client could result in significant losses to a client.
First Eagle Alternative Credit, LLC and certain of its subsidiaries and other affiliates are registered investment advisers, serve as
general partner, collateral manager, subadviser and investment manager for both direct lending and broadly syndicated
investments, through registered funds and private funds, collateralized loan obligations, SMAs, and co-mingled funds (such entities
collectively “FEAC”).
FEAC’s Direct Lending platform provides debt and equity capital to middle-market companies. In particular, direct lending clients
provide financing primarily in the form of directly originated first lien and second lien secured loans, including through unitranche
investments. In certain instances, direct lending clients make subordinated debt investments, which sometimes include an
associated equity component such as warrants, preferred stock or similar securities, and direct equity co- investments.
FEAC also offers a Tradable Credit platform. The Tradable Credit Strategy offers discretionary and non-discretionary investment
management services to clients in below investment grade investment opportunities in bank loans, high yield debt, collateralized
loan obligations (“CLOs”), including CLO debt or equity mandates, and other securities. FEAC’s Tradable Credit clients include
registered funds, separate accounts, private funds and structured products, including CLOs.
Information Barriers and FEAC
FEAC, an affiliate of FESAM, takes certain positions in syndicated and other similar financial instruments and may receive MNPI
from time to time with respect to such issuers. As a general matter, there is no information barrier between FEAC, FEIM and
FESAM. Accordingly, FEAC’s receipt of confidential information in the course of its business activities will restrict FESAM’s trading
and investment activities. However, from time to time, in limited circumstances, FEAC, FEIM and FESAM could determine it
appropriate to implement an information barrier. Any such information barrier would be reasonably designed to restrict
communications as between FEAC, FEIM and FESAM so that FEAC may continue to receive confidential information in the course of
its business activities, without restricting FEIM and FESAM’s trading and investment activities. In such circumstances, each of
FESAM’s and FEAC’s investment professionals would be instructed as to their responsibilities not to discuss investment activities
with employees on the other side of the information barrier. Legal and compliance personnel would monitor the information barrier
and manage any communications between FESAM and FEAC related to potential conflicts and receipt of MNPI.
Because there is generally no information barrier between FESAM and FEAC, there will be instances where FESAM will be
prohibited from making an investment that it would have made if there were an information barrier, resulting in reduced investment
opportunity for FESAM’s clients.
Form ADV Part 2A Brochure page 16 First Eagle Separate Account Management, LLC
Notwithstanding the maintenance of restricted lists and other internal controls, it is possible that a breach of policies and
procedures could occur which breach could result in the potential misuse of MNPI. This potential misuse of MNPI could have
adverse effects on the reputations of FESAM and FEAC, potentially resulting in the imposition of regulatory or financial sanctions
and, as a consequence, negatively impacting each of FESAM and FEAC’s ability to perform investment management services on
behalf of its respective clients.
On August 1, 2022, FEIM acquired 100% of the interests in Napier Park Global Capital LLC, a Delaware limited liability company.
Napier Park Global Capital LLC is the parent of (i) Napier Park Global Capital (US) LP, a Delaware limited partnership, which is
registered as an investment adviser with the SEC and (ii) Napier Park Global Capital Ltd., a private limited company formed in the
United Kingdom, which is registered as an investment adviser with the SEC and is authorized and regulated by the Financial
Conduct Authority in the United Kingdom (collectively, “Napier Park”). Napier Park operates as an autonomous, wholly owned unit of
FEIM and is an affiliate of FESAM. Napier Park also owns a de minimis interest in Regatta Loan Management LLC, a Delaware limited
liability, company, which is a private investment company and collateral manager to securitized asset vehicles that is registered as
an investment adviser with the SEC.
Napier Park provides management and/or advisory services to private investment companies such as hedge funds, private equity
funds, securitized asset vehicles and, infrastructure funds, and institutional investors, pension plans, state and municipal
government entities, sovereign wealth entities and high net worth individuals. Napier Park also provides investment advice to
separately managed accounts on a fully discretionary or and may provide services on a non-discretionary basis.
Information Barriers and Napier Park
Napier Park, a wholly owned subsidiary of FEIM, operates autonomously from FESAM, FEIM and FEAC. However, Napier Park and
its personnel have certain interactions with FESAM, FEIM and FEAC and their respective personnel. In addition, Napier Park and
FEIM have determined that certain positions in investments are expected to be held in the portfolio holdings of both FEAC and
Napier Park’s respective advisory clients from time to time.
Napier Park, FESAM, FEAC and FEIM have determined it appropriate to implement an information barrier. The information barrier is
reasonably designed to restrict communications as between FESAM, FEAC and FEIM, on one hand, and Napier Park, on the other, so
that FEAC and FEIM, on one hand, and Napier Park, on the other, may continue to receive confidential information in the course of
their respective business activities, without restricting the other’s trading and investment activities. Each of FESAM, FEIM, FEAC
and Napier Park’s employees have been instructed as to their responsibilities regarding discussing investment activities with
employees on the other side of the information barrier. Legal and compliance personnel monitor the information barrier and
manage any communications between FEAC, FEIM and Napier Park related to potential conflicts and receipt of confidential
information across the information barrier, including MNPI.
Policies and procedures, including the information barrier policies described above, effectively apply to FESAM, FEIM, FEAC and
Napier Park, respectively, to mitigate potential conflicts, comply with applicable law and to address certain regulatory requirements
and contractual restrictions. This could result in reduced investment opportunity for FESAM’s clients in that limitations on
interactions with Napier Park could reduce potential synergies that FESAM and its clients might otherwise be able to realize
through additional involvement with Napier Park. Notwithstanding such policies and procedures and other internal controls, it is
possible that a breach of the information barrier policies and procedures could occur and that such a breach could result in the
potential misuse of MNPI. Such a potential misuse of MNPI could have adverse effects on the reputations of Napier Park and
FESAM, respectively, potentially resulting in the imposition of regulatory or financial sanctions and, as a consequence, negatively
impacting each of Napier Park and FESAM’s ability to perform investment management services on behalf of its respective advisory
clients. Via FEIM, FESAM maintains a restricted list of companies and may from time to time be restricted due to its common
ownership or interactions with Napier Park and such restrictions would prohibit FESAM from buying or selling securities on the
restricted list until the restrictions were lifted, which could disadvantage FESAM’s clients (and vice versa).
FESAM, FEIM, Napier Park and FEAC may from time to time serve on committees with respect to investments, including lender or
creditor committees, potentially creating conflicts for clients who may be disadvantaged to the extent that FESAM, FEIM, Napier
Park and/or FEAC are invested in different securities of the same issuer. The inability to transact in any security, derivative or loan
held by a client could result in significant losses to a client. In addition, FEAC or Napier Park or their clients may take actions with
respect to an investment or an issuer of an investment held by FESAM’s clients that have a material adverse effect on the value of
such investment.
Item 11
Code of Ethics
FESAM has adopted a Code of Ethics (the “Code”) to establish policies addressing its fiduciary duties to its clients and to set forth
general ethical principles and a standard of conduct that FESAM requires of its employees. The Code establishes policies regarding
personal trading by employees and their immediate family members (as defined in the Code) to mitigate actual and potential
Form ADV Part 2A Brochure page 17 First Eagle Separate Account Management, LLC
conflicts of interest. Generally, the Code prohibits personal trading in any security (subject to exceptions set forth in it) while any
client’s trade order is pending in that security.
FESAM has implemented procedures to monitor compliance with the provisions of the Code, including pre-approval of personal
securities transactions and post-trade monitoring, as well as quarterly personal transaction certifications and annual compliance
confirmations and holdings report certifications. The Code contains prohibitions on purchases of initial public offerings of equity
securities and preclearance procedures with respect to private placements. For employees and, under certain circumstances,
their immediate families, personal securities transactions must be pre-cleared and are subject to short-term trading bans and
blackout periods, unless they meet certain exemptions. Personal securities transactions are monitored for compliance with the
Code. Any employee who violates the Code is subject to remedial action, including termination of employment. Employees are
required to provide written certifications of their compliance with the Code upon the commencement of their employment and
annually thereafter.
In addition, in accordance with FESAM’s Code of Business Conduct and inside information procedures, FESAM prohibits the use of
material, non-public information (“inside information”) and maintains a restricted list of securities that may not be purchased by its
employees for their own accounts or for client accounts because of the possession of inside information. In the event that a
security included in the portfolios of the Wrap/SMA Program accounts becomes restricted for any reason, the Sponsor or
Designated Broker will be informed of the restriction and stop execution of any trades in that security, other than certain
permissible portfolio-level transactions requested by account holders who are unaware of the restriction, until such time as the
restriction is removed (the “Restricted Period”). During a Restricted Period, FESAM will not be prevented from promptly selling a
restricted security upon receiving it in-kind into a client account at the direction of the account holder or the Sponsor. Further, if
the restriction results in a reallocation from the restricted security to other securities in the client accounts, there can be no
assurance that the performance attributable to the other securities in the amount that would have been used to purchase the
restricted security will be at least equal to the performance of the restricted security. The Code of Business Conduct addresses
areas of conduct regarding conflicts of interest, including but not limited to the acceptance and provision of gifts and business
entertainment, outside business activities, political contributions, charitable contributions and privacy. On a quarterly basis,
employees must disclose all gifts and business entertainment in excess of certain de minimis thresholds, and employees must pre-
clear giving/receiving gifts or providing/receiving entertainment if above certain thresholds or, in any amount, if made to
government/public fund officials, union representatives, plan fiduciaries or foreign officials. Pre-approval requirements also apply
to participation in outside business activities and for service on a board of directors (or other governing body) of any unaffiliated
organization. The Code of Business Conduct requires that such activities not be approved unless the Legal and Compliance
Department determines that the activities would not create a real or perceived conflict of interest to FESAM’s clients or to FESAM,
itself. Likewise, personal relationships presenting potential conflicts for FESAM and its clients are required to be reported to the
firm and are then logged and monitored by the Legal and Compliance Department, together with any approved outside business
activities or board participation.
Copies of FESAM’s Code of Ethics and Code of Business Conduct are available to all clients and prospective clients upon request.
Participation or Interest in Personal Trading
From time-to-time, First Eagle’s employees, in their personal securities accounts, purchase, sell, or otherwise enter into
transactions in securities and other instruments. Prior to, simultaneously with or after such transactions, FESAM occasionally will,
for its clients, purchase, sell, or otherwise enter into transactions involving any of these same securities or other instruments, or in
related securities or instruments (including securities issued by the same issuer, options on such securities or instruments, and
instruments convertible into such securities or instruments). In addition, while FESAM generally does not enter into principal
transactions, it is permitted to cause its advisory clients to enter into principal transactions with related persons in accordance
with policies and procedures adopted under Section 206(3) of the Advisers Act. To address related potential conflicts, employees
deemed to be “Access Persons” under the Code are required to report brokerage and trading accounts to FESAM upon hire, at the
time a new account is opened and annually thereafter. Access Persons’ personal securities transactions are also subject to
limitations regarding the type and timing of transactions, including certain trading prohibitions, and pre-approval and monitoring by
the firm’s Legal and Compliance Department.
Subject to the restrictions described above, First Eagle’s employees personally are permitted at any time to hold, acquire, increase,
decrease, dispose of or otherwise deal in investments in which a client account also has an interest. FESAM has no obligation to
acquire the same securities for different clients, or to acquire the same securities for clients that employees have acquired for
their personal accounts. Likewise, client accounts do not have first refusal, co-investment or other rights in respect of any such
investment.
First Eagle and its related persons and employees are permitted to buy or sell securities that are also purchased and sold on behalf
of client accounts. FESAM expects from time to time to take positions for advisory clients, and affiliates of FESAM have taken
positions for their own accounts in securities contrary to the positions held in the same securities (e.g., short versus long positions)
Form ADV Part 2A Brochure page 18 First Eagle Separate Account Management, LLC
by clients of FESAM. It is possible that FESAM or its affiliates may, from time to time, cause short sales for a client to be executed
following long transactions for other clients (including proprietary accounts) in the same security. There is a possibility that
employees might benefit from market activity by a client in a security held by an employee. While the Code is designed to mitigate
potential conflicts of interest and improprieties, including even the appearance of impropriety in employees’ personal actions, it is
not designed to eliminate such issues. The nature and/or timing of actions taken by one or more of FESAM’s employees or by one or
more of FESAM’s affiliates, either for their own accounts or for the accounts of clients, will often differ from the nature and timing
of actions taken by FESAM for client accounts. Because the Code of Ethics places restrictions on when employees can trade certain
securities, the price received by FESAM’s clients in a securities transaction will most likely be different than the price received by
FESAM’s employees.
FESAM and its affiliates perform investment management and investment advisory services for various clients, including
Wrap/SMA Programs, many of which have differing investment objectives, guidelines, and restrictions. As a result, FESAM or an
affiliate from time to time will give advice and take action in the performance of its duties for a particular client that differs from the
advice given, or the timing or nature of action taken, with respect to other clients. Frequently, a particular security is bought or sold
for only one or a small number of clients, or in different amounts and at different times for more than one but less than all clients.
Accounts held for clients of FESAM generally invest in the same non-US companies as do clients of FEIM in similar strategies,
however, the clients of FESAM may purchase those interests through different instruments, such as ADRs, which behave differently
and expose clients of FESAM to different risks than if such interests were held directly. These different instruments contribute to
differences in trading strategies and dispersion of performance results in between FESAM client accounts and similar accounts
managed by FEIM. In some cases, FESAM or an affiliate may cause one or more accounts to buy or sell a security from or to a
broker-dealer, and soon thereafter may engage in the opposite transaction for one or more other accounts from that or another
broker- dealer. This practice may result in certain accounts receiving less favorable prices. FESAM and its affiliates have adopted
procedures that they believe are reasonably designed to obtain the most favorable price and execution for the transactions by each
account under the circumstances applicable to each account, including any relevant account restrictions and investment
guidelines.
In addition, affiliates of FESAM have other relationships with certain Wrap/SMA Program Sponsors, including for the distribution of
the First Eagle Funds or other products or services offered by First Eagle. These other relationships potentially create conflicts of
interest where FESAM or an affiliate could have more incentive to favor certain Wrap/SMA Program Sponsors than they would in
the absence of such other relationships. FESAM has adopted policies and procedures regarding trade rotation and allocation that
are governed by the principle of fair and equitable allocation among clients over time that are intended to mitigate these potential
conflicts.
Item 12
Brokerage Practices
FESAM participates as an investment manager to separate accounts in certain Wrap/SMA Programs.
Generally, the Wrap/SMA Program Sponsor is responsible for negotiating the commissions or other charges and fees for its
transactions with its chosen broker dealer(s). In those instances, FESAM is not normally responsible for negotiating broker
transaction commissions or other related charges or fees. Depending on such factors as the size of the order and the type and
availability of a security, orders for accounts may be executed throughout the day, or over an extended period of time.
Although the Sponsor or Designated Brokers will ordinarily waive commissions for Wrap/SMA Program orders because these
accounts have prepaid commissions as part of their wrap fees, in certain circumstances, Wrap/SMA Program accounts incur
commissions or markup/markdowns, paid to the executing broker, that are in addition to their prepaid commissions/wrap fees.
Examples could include when: (i) a security is thinly traded and requires the executing broker’s full service execution capability to
source liquidity; (ii) Wrap/SMA Program orders for ADRs which require conversion from local shares, bear foreign-exchange fees
and charges, or that bear other ADR-related costs; (iii) ongoing custody or service fees charged by ADR depository banks for
inventorying the underlying non-U.S. shares and performing related administrative services; and (iv) when FESAM places certain
orders in Wrap/SMA Programs for ADRs, ETFs, and fixed income securities for execution by the trading desk of FEIM. These
commissions or mark-ups/mark-downs are netted into the price received for a security and will not be reflected as individual items
on the client trade confirmation. Client accounts bear these fees in addition to the Wrap/SMA Program fee charged by the Sponsor.
Aside from FESAM’s arrangements with sponsors of “model only” Wrap/SMA Programs FESAM generally has investment discretion
with respect to its Wrap/SMA Programs. Because the Sponsor of the Wrap Fee Program (or the broker-dealer designated by the
Sponsor, together with the Sponsor, the “Designated Broker-Dealer”) does not typically charge an additional commission for
brokerage transactions on equity trades, each client (or the Sponsor on the client’s behalf) generally is expected to direct FESAM to
place securities trades for execution with the Designated Broker-Dealer, subject to the obligation to seek best execution and the
Form ADV Part 2A Brochure page 19 First Eagle Separate Account Management, LLC
capacity and willingness of the Designated Broker-Dealer to execute the trade. For clients who enter into investment management
agreements directly with FESAM, FESAM typically requires such a direction to be clarified in the agreement.
Where permitted by its Sponsors and client agreements, FESAM may choose to trade away if it concludes that another broker-
dealer will provide a more favorable execution under the circumstances, notwithstanding any additional costs that the client
account may incur.
In an effort to monitor that trade execution through the Designated Broker-Dealer remains consistent with its obligation to seek
best execution, FESAM expects to periodically perform trade execution cost analyses. Such analyses may not be practicable on a
pre-trade basis, in which case they will be performed retrospectively. Unless and until such analyses demonstrate weaknesses in
the trading quality provided by the Designated Broker-Dealers, FESAM does not expect to initiate any efforts to trade away.
For clients who enter into investment management agreements directly with FESAM, FESAM would typically require the client to
identify a broker for execution services in the agreement. In an effort to monitor that trade execution through the Sponsor or the
Designated Broker remains consistent with its obligation to seek best execution, FESAM periodically performs analyses of the
Sponsors which by their nature are based on backward-looking information.
To execute investment orders in ADRs that are viewed to have limited liquidity in U.S. markets, FESAM, a Sponsor, or Designated
Broker may coordinate with broker-dealers that purchase the ADR issuer’s underlying ordinary shares in non-U.S. markets and
then package such shares into an ADR (in the case of an ADR purchase) or convert the ADR into underlying ordinary shares of the
ADR issuer and then sell such shares in non-U.S. markets (in the case of an ADR sale). These transactions typically involve foreign
exchange, ADR conversion and related costs and charges that are reflected in the net price paid or received by the investor
account.
Wrap/SMA Program fees typically assume a normal and consistent amount of trading activity, and therefore, under particular
circumstances, a prolonged period of inactivity can result in higher fees than if commissions were paid separately for each
transaction. An investor who participates in a wrap fee arrangement with a Sponsor should consider that, depending on the level of
the wrap fee charged by the Sponsor, the amount of portfolio activity in the account, the value of the custodial and other services
which are provided under the arrangement, and other factors, the wrap fee may or may not exceed the aggregate cost of such
services if they were provided separately.
Separate Trading Processes
FESAM maintains a separate order implementation process to implement trades for Wrap/SMA Program accounts (referred to as
the “FESAM Trade Implementation Process”). The FESAM Trade Implementation Process transmits orders for Wrap/SMA Program
accounts to Sponsors or Designated Brokers without regard to the timing of the placement of any aggregated order made on behalf
of other First Eagle clients, which results in the executing brokers used by Sponsors or Designated Brokers potentially competing
against the trading desk for other First Eagle clients when implementing buy and sell orders from time to time, possibly causing
certain accounts to pay more or receive less for a security than other accounts. As a result of the separateness of the processes,
the FESAM Trade Implementation Process does not have the full benefit of or access to all of the institutional or market knowledge
of other First Eagle trading personnel, which could impair the quality of trading of investors. FEIM is generally making similar
investment transactions at a similar time as for Wrap/SMA Programs, and because of differences in the trading process for
Wrap/SMA Programs, typically has the opportunity to make some part of those investment transactions before orders for Sponsor-
directed brokerage accounts are executed, although FESAM or FEIM may also choose to execute trades for other accounts over a
more extended time.
The FESAM Trade Implementation Process does not maintain an in-house trading desk or any traders, but ordinarily utilizes a
service provider to implement trades across various Wrap/SMA Programs (the “Implementation Agent”). FESAM typically
implements a trade for all accounts managed by a particular Sponsor at the same time. As a result of differences in the trading
process for Wrap/SMA Programs such as use of the Implementation Agent, use of Sponsor-directed brokerage, differences in
internal compliance reviews, and variations in account restrictions and strategies, investment decisions provided by the portfolio
management teams of FEIM and FESAM concurrently to their corresponding trade execution areas may experience timing delays in
execution and orders and are generally not expected to be executed simultaneously.
Typically the FESAM Trade Implementation Process includes a random trade rotation procedure administered by the
Implementation Agent in accordance with FESAM’s policy to treat all accounts fairly and equitably over time. Accounts in a rotation
may experience sequencing delays and market impact costs with respect to certain transactions relative to other accounts in the
rotation.
Trading Away
Because investors typically do not pay additional trading costs when the Sponsor or Designated Broker is the broker-dealer that
executes a trade order, FESAM generally expects that the Sponsor or Designated Broker’s execution capabilities as broker-dealer
Form ADV Part 2A Brochure page 20 First Eagle Separate Account Management, LLC
will continue to provide the most favorable option for placing trade orders. However, FESAM may choose to trade away if it
reasonably concludes that another broker-dealer will provide a more favorable execution under the circumstances,
notwithstanding any additional costs that the client account may incur. FESAM periodically reviews the execution quality provided
by Sponsors and Designated Brokers it uses without trading away, consistent with its obligation to seek best execution in the
trading of client accounts. To the extent these periodic reviews, which include trade execution cost analyses and by their nature are
based on backward-looking information, indicate shortcomings or opportunities for improvement, FESAM will consider ways to
augment its process for evaluating opportunities to trade away from Sponsors/Designated Brokers.
If FESAM were to trade away, the trades would be executed at a broker-dealer other than the Sponsor or Designated Broker and be
cleared and settled at the Sponsor or Designated Broker. If FESAM executes trade orders with a broker-dealer other than the
Sponsor or Designated Broker, a client will generally incur trading costs in addition to the fees charged by the Sponsor for
participation in the Wrap/SMA Programs. If an investor’s Sponsor or Designated Broker charges trade away processing, clearing
or settlement charges for the trade, the investor’s account separately bears these charges. The broker-dealer executing the trade-
away transaction may charge fees that may include commissions, markups, markdowns or “spreads” paid to market makers, which
will be borne by the client. Additionally, if a foreign currency transaction is required, a foreign broker-dealer may receive
compensation in the form of a dealer spread, markup or markdown. There may be other exchange or similar fees charged by third
parties, including but not limited to those relating to foreign currency conversion, creation of ADRs, and foreign tax charges.
Investors typically will not be able to tell by looking at their trade confirmation or account statement whether they incurred
additional costs (or the amount of any such costs) in connection with trading away by FESAM, because such costs may not be
identified separately but are incorporated into the net price of the trade.
Because FESAM, in connection with the FESAM Trade Implementation Process, does not maintain an independent trading desk, the
process of trading away from a Sponsor or Designated Broker would require additional steps that may delay trade execution.
Typically, a trade designated to be “traded away” would be routed through the FESAM Trade Implementation Process to the
Implementation Agent, who would be instructed to send the trade to the trading desk of FEIM. Moreover, FESAM trades would be
incorporated into the trade rotation of FEIM which may entail additional delay. As a result, the decision to trade a security away
from the Sponsor or the Designated Broker will not generally be made on a trade-by-trade basis but based on characteristics of a
category of trades. Because FESAM’s obligation to seek best execution requires its reasonable determination regarding the
characteristics of future trading costs and market situations which change rapidly and are inherently uncertain, there is no
guarantee that FESAM will ever determine to trade away from the Sponsor or Designated Broker or that it will correctly predict
when a category of trades should be traded away. If FESAM’s determination is incorrect, the quality of trade execution for its
clients can be expected to be negatively impacted.
Trading patterns across different strategies are likely to differ. For strategies that invest primarily in highly liquid, highly tradable
securities, FESAM may anticipate trading regularly with the Sponsor-directed broker. This may be less likely for securities that
require specialty brokerage services to trade efficiently.
To the extent trading away from the Sponsor or Designated Broker involves additional expense or operational complexity for FESAM
or its affiliates that would not be borne by investor accounts, FESAM is subject to a conflict of interest regarding the determination
about whether to trade away from the Sponsor or Designated Broker that could cause it to trade away less often than if FESAM had
a more developed trading operation. If Trading Away were to be initiated in FESAM it would implement procedures that would be
reasonably designed to obtain the most favorable price and execution for the transactions by each account under the
circumstances applicable to each account, including the account restrictions and investment guidelines.
Trading Allocation and Aggregation
FESAM endeavors to allocate investment opportunities to its clients in a way that is fair and equitable over time, taking into account
cash available for investment, client-imposed restrictions, and other relevant factors including but not limited to strategies, relative
sizes of the accounts, contractual restrictions and guidelines, minimum and maximum investment sizes, tax and operational
considerations, legal and regulatory factors, and similar factors. When there is limited supply of a security or investment
opportunity, the pro rata treatment of all accounts generally remains applicable to the extent feasible within existing limitations,
such as minimum lot sizes. It is FESAM’s policy to make allocations, in the case of limited investment opportunities, fairly and
equitably among clients. However, such a fair and equitable allocation need not be based solely on the relative net assets of the
participating accounts. Although FESAM seeks to allocate trades fairly over time, it cannot assure that in every instance an
investment can or will be or allocated proportionately. Because of the differences in trading instruments and process from
strategies managed by FEIM, FESAM does not expect trades to be aggregated or coordinated with FEIM.
Pursuant to its trade rotation and allocation policies and procedures, FESAM generally uses a randomizer at the Implementation
Agent to generate a rotation schedule for each Sponsor channel to seek fair and equitable allocations among its clients over time.
Under such an approach, FESAM delivers investment recommendations to the Implementation Agent who uses the randomizer to
determine the order in which Sponsor channels or overlay managers will receive the instructions. When determining the sequence
Form ADV Part 2A Brochure page 21 First Eagle Separate Account Management, LLC
in which to notify model-only account Sponsors (see below, under “Model-Only Accounts”), FESAM has the ability to incorporate
those platforms into the Implementation Agent’s randomizer.
In a case where FESAM were to determine its obligation to seek best execution would require it to trade away from the Sponsor or
Designated Broker, FESAM could determine, in its discretion, to deviate from the procedures described above or to follow them, as
it were to view to be required by the situation. In either case, such trades would also be subject to the trade allocation and
aggregation procedures of FEIM, which are described in Item 12 – Brokerage Practices, of the Form ADV Part 2A brochure for
FEIM, available on the SEC’s website at www.adviserinfo.sec.gov.
Client-Directed Brokerage
FESAM does not recommend that a client direct brokerage. A Sponsor or client may direct that all or a certain portion of the
transactions for accounts of its investors be executed through the Sponsor or Designated Broker. In such a case, FESAM would not
have the authority to “trade away” from the Sponsor or Designated Broker and FESAM would not be responsible for monitoring the
trade execution costs of such arrangements. Such restrictions could affect (1) FESAM’s ability to negotiate favorable commission
rates or volume discounts, (2) the availability of certain spreads, and (3) the timeliness of execution and, as a consequence, may
result in a less advantageous price being realized by Wrap/SMA Program accounts. There may be a material disparity in
commissions charged to Sponsor-directed brokerage accounts versus the accounts of other First Eagle clients or in the timing,
manner, or quality of trade execution, and FESAM would not be obligated to seek best execution for any such transactions that
must be traded through a Sponsor or Designated Broker. Accordingly, FESAM expects, where possible, to obtain a written
acknowledgment, either as part of the investment advisory agreement or otherwise from Sponsors or their clients, regarding the
effects of any Sponsor-directed brokerage arrangement on transaction execution costs.
Model-Only Accounts
With respect to Model-Only accounts (for which FESAM does not have the discretion to make specific investment decisions or direct
trading), FESAM delivers investment recommendations for the relevant Model-Only portfolios to the Sponsor or Designated Broker,
which in turn determine whether and how to execute the trade. Model delivery platforms may be included within the FESAM
discretionary accounts trade implementation order rotation. However, FESAM may determine based on market conditions, liquidity,
size of order or any other relevant factors to exclude a full or partial Model-Only platform order from the discretionary rotation. If
the orders are not included in FESAM’s implementation order or rotation for discretionary accounts, the Model-Only platform
orders may be transmitted to Sponsors before or after the discretionary orders. Even if a Model-Only program is included in
FESAM’s discretionary rotation, delays in trading at the Sponsor or Designated Broker, which are outside the control of FESAM,
may cause its accounts to trade after FESAM’s discretionary accounts, even if the Model-Only program receives an earlier
placement in the rotation.
Exceptions to the above procedures may be made to avoid, among other things, odd lots and de minimis allocations.
Trade Errors
FESAM’s policy requires the exercise of due care in making and implementing investment decisions on behalf of clients. To the extent
that trade or implementation errors (“Errors”) occur, FESAM will monitor, identify and correct Errors promptly to ensure that the
best interests of its clients are served and, if applicable, to make clients whole for losses resulting from an Error caused by FESAM.
Additionally, FESAM will not benefit from any gain made as a result of an Error – i.e., an error in the placement, implementation or
settlement of a trade for a client account including, but not limited to, purchasing or selling the wrong security or incorrect amount
of a security; selling a security instead of buying security or vice versa, duplicating securities trades, purchasing a security contrary
to an account’s investment guidelines, restrictions or regulatory requirements, or the purchase, sale or allocation of securities for
the wrong or unintended account. Errors do not include good faith errors in judgment in making investment decisions for clients.
Subject to applicable law and the standard of care applicable to each client, FESAM generally will bear the cost of correcting an
Error with respect to any losses that result from Errors caused by FESAM, while all gains realized by a client resulting from an
Error caused by FESAM will remain in the client’s account.
Item 13
Review of Accounts
FESAM reviews performance, transactions and holdings for accounts on an ongoing basis and selects investments in accordance
with each client’s investment objectives, as stated in their respective investment management agreements, and consistent with
FESAM’s investment philosophy.
Form ADV Part 2A Brochure page 22 First Eagle Separate Account Management, LLC
Generally, each Wrap/SMA Program receives periodic written performance and holdings reports if requested and per the
contractual requirements of the client’s investment management agreement. FESAM maintains systems for relevant investment
guidelines surveillance and utilizes the system(s) of the Implementation Agent for client restrictions to monitor pre-trade security
transactions and post-trade account holdings against client account guidelines.
Item 14
Client Referrals and Other Compensation
FEIM has adopted incentive plans and enters into agreements from time-to-time that provide for compensation to its and FESAM’s
employees who develop and refer new business. In addition, while FESAM or its affiliates currently have no agreements with third
party solicitors who refer clients, they may enter into such agreements in the future. In these circumstances, FESAM will ensure
that each employee, affiliate, or future third-party solicitor or placement agent (collectively, “Promoters”) complies with the
applicable requirements in Rule 206(4)-1 under the Advisers Act. Such requirements may include, depending on the circumstances,
maintenance of a written agreement between FESAM and the Promoter, and delivery by the Promoter of certain disclosures to
prospective clients setting forth the nature of the relationship between the Promoter and FESAM, any fees to be paid to the
Promoter, and related conflicts of interest.
Investors or prospective investors should be aware that these incentive plans or arrangements could create a conflict of interest
between an investor and FESAM, as well as FESAM’s relevant employees, placement agents and others. This conflict continues after
an investment is made to the extent that payments under these plans or arrangements are made over a period of years by
reference to the amount of the investment maintained with FESAM over time. Such plans or agreements include those First Eagle
has with First Eagle employees who develop and refer new business as well as plans or agreements with certain directors of FE
Holdings, or their affiliates, who have affiliations with other firms, including firms affiliated with Blackstone and/or Corsair. There
are also FE Holdings directors who serve as directors of broker-dealers or as principals of investment adviser firms which may do
business with FESAM and its clients.
In Wrap/SMA Programs, FESAM receives fees from the Sponsor for all services rendered by FESAM to Sponsors or investors in
accounts sponsored by them. In many instances, FESAM treats the Sponsor as its client. However, there are circumstances where
there is a direct client relationship formed with the participants in a program. In those circumstances, where FESAM receives fees,
it may be deemed to have received cash compensation from a party other than its client in connection with the provision of
investment advisory services.
Item 15
Custody
Although FESAM does not expect to have “custody” of client funds or securities within the meaning of Rule 206(4)-2 under the
Advisers Act, the SEC deems investment advisers, including FESAM, to have “custody” of client funds or securities within the
meaning of Rule 206(4)-2 under the Advisers Act if they have access to or authority over client accounts for purposes other than,
among other things, issuing trading instructions. If FESAM is deemed to have custody of a client’s account, the client’s custodian
will send the client periodic account statements indicating the amounts of any funds or securities in the account as of the end of the
statement period and any transactions in the account during the statement period. Clients should receive at least quarterly
statements from the broker dealer, bank or other qualified custodian that holds and maintains the client’s investment assets.
FESAM urges clients to carefully review such official custodial records and compare them to any account statements that FESAM
may provide. It should be noted that FESAM’s statements may vary from custodial statements based on accounting procedures,
reporting dates, or valuation methodologies of certain account positions. Investors are advised to notify their Sponsor promptly if
account statements are not received from their respective account’s custodian on at least a quarterly basis.
Item 16
Investment Discretion
Generally, for Wrap/SMA Programs other than model-delivery programs, FESAM is appointed on a discretionary basis to provide
continuous investment advice with respect to a Wrap/SMA Program pursuant to an investment management agreement that
describes the services to be provided. Consistent with the account’s investment objectives, FESAM typically is granted full
investment decision making authority over the types of investments for the account. Within the respective investable scope of each
of FESAM’s investment strategies, upon the written request of a client, FESAM is generally willing to apply certain limited investment
restrictions to a client’s account. When selecting securities and determining transaction quantities, FESAM seeks to follow the
investment policies, limitations and restrictions of its clients.
Form ADV Part 2A Brochure page 23 First Eagle Separate Account Management, LLC
FESAM reserves the right to reject certain Wrap/SMA Program participant customized requests under the terms of their
Wrap/SMA Program. FESAM has limited or no investment discretion regarding selection of broker-dealers for certain Wrap/SMA
Programs. Please see Item 12 – Brokerage Practices for more information about FESAM’s brokerage policies.
Item 17
Voting Client Securities
Clients that retain FESAM with respect to a Wrap/SMA Program other than a “Model only” Wrap/SMA Program are expected
typically to authorize FESAM to vote proxies on their behalf in their investment management agreements. FESAM votes proxies
when granted authority by its clients in writing together with authority to manage, acquire, and dispose of client account assets,
unless the client explicitly reserves that authority for itself or a third party. FESAM has adopted proxy-voting policies and
procedures (the “Policies”) designed to ensure that where clients have delegated proxy-voting authority to FESAM, proxy-voting
decisions are made solely in the best interest of clients and in a manner consistent with enhancing the economic value of the
underlying portfolio securities held in its clients’ accounts. For those accounts authorizing FESAM to vote proxies, FESAM has
retained Institutional Shareholder Services (“ISS”) a third-party proxy voting service, for recommendations as to voting on
particular issues, for technical assistance in tracking instances in which clients have the opportunity to vote and in transmitting
voting instructions to the relevant corporate issuer or its proxy tabulation agents. FESAM utilizes ISS as a resource to enable it to
make better-informed proxy voting decisions and to limit the potential for conflicts in the proxy voting process. FESAM has analyzed
and determined the relevant ISS proxy guidelines to be largely consistent with FESAM’s views on various types of proxy proposals,
which typically seek to be consistent with the best interests of the client and with enhancing the economic value of the underlying
portfolio securities. While other services or recommendations may be considered from time to time, including Glass, Lewis & Co.,
LLC, FESAM principally utilizes the proxy voting services provided by ISS. As a practical matter, in most cases, FESAM votes client
proxies in a manner consistent with the voting recommendation of the third-party services. However, FESAM evaluates individual
proxies in accordance with the Policies and may determine to depart from the recommendation of its proxy voting service provider
in voting a proxy.
Under FESAM’s proxy voting policy, each proxy voted by FESAM must be instructed in accordance with the recommendations
provided under the applicable ISS guidelines (ordinarily, ISS’s “Benchmark Guidelines”), unless FESAM’s relevant investment
professionals believe that it is in the best interest of the client(s) and/or that it will enhance the economic value of portfolio
securities to override those recommendations. Factors that FESAM’s Global Value investment team will consider in determining
whether to override include, but are not limited to: (i) director independence initiatives at family and founder controlled companies
where the founding family has substantial economic ownership and is aligned with First Eagle’s view of long-term value creation; (ii)
executive compensation programs, in light of our assessment of the value created by an issuer’s management over the long term,
measured in terms of market share gains and capital discipline compared to peer companies; and (iii) shareholder proposals
attempting to direct business strategies and proposals asking for greater disclosure, in view of the robustness of a company’s
existing disclosures and legal requirements, and any associated financial costs and competitive issues raised by such proposals. In
those cases in which FESAM’s investment personnel believe a proxy should be voted in a manner contrary to applicable ISS
recommendations, the investment personnel must complete a form describing the reasons for departing from the ISS
recommendation and disclosing facts that might suggest a conflict, if any. In the event the applicable ISS guidelines do not address
how a proxy should be voted or state that the vote is to be determined on a “case-by-case” basis, the proxy will typically be voted in
accordance with the investment team’s recommendation, as approved in advance by FESAM’s Legal and Compliance Department.
In certain circumstances, a client may request in writing that FESAM vote proxies for its account in accordance with a set of
guidelines which differs from the Benchmark Guidelines. For example, a client may wish to have proxies voted for its account in
accordance with ISS’s Taft-Hartley, Sustainability or Board-Aligned proxy voting guidelines. In such a case, FESAM will vote the
shares held by such client accounts in accordance with their direction, which may be different from the vote cast for shares held on
behalf of other client accounts that vote in accordance with the Benchmark Guidelines.
For any material conflict of interest that arises between FESAM’s interests and a client’s interests, votes will only be cast in the best
interest of the client and to enhance the economic value of the underlying portfolio securities held in the client’s accounts,
regardless of the situation.
FESAM occasionally refrains from voting proxies for its clients’ accounts, taking into account its obligation to act in the best interest
of clients and enhance the economic value of the underlying portfolio securities. Potential circumstances for not voting include but
are not limited to the following:
•
When the economic effect on shareholders’ interests or the value of the portfolio holding would not reasonably be expected to
be material;
•
When the voting of proxies is subject to “share-blocking” restrictions;
Form ADV Part 2A Brochure page 24 First Eagle Separate Account Management, LLC
•
When voting the proxy would unduly impair the investment management process;
•
When the client’s custodian has not notified FESAM of the vote on a timely basis;
•
When client securities in a securities lending program are out on loan;
•
Due to timing issues related to the opening and closing of accounts; or
•
When the cost of voting the proxies outweighs the benefits or is impractical.
It is not customary for investors in unsponsored ADRs to be given proxy voting rights. To the extent FESAM invests client assets in
unsponsored ADRs, clients of FESAM generally will not have any proxy voting rights with respect to such securities, even though
clients of FEIM that own the locally traded foreign shares underlying such unsponsored ADRs will typically have proxy voting rights.
As part of its ongoing monitoring efforts, First Eagle determines whether ISS has the capacity and competency to adequately
analyze the matters for which FESAM is responsible for voting. First Eagle will consider in making its determination such factors as
it deems appropriate and applicable, which may include, among other things: (i) the adequacy and quality of the ISS’s staffing,
personnel, and technology; (ii) the adequacy of ISS’s process for seeking timely input from issuers and its clients; (iii) the adequacy
of ISS’s disclosure of its methodologies in formulating voting recommendations; (iv) the nature of any third-party information
sources that ISS uses as a basis for its voting recommendations; and (v) the adequacy of ISS’s policies and procedures regarding
how it identifies and addresses conflicts of interest. Any factual errors or methodological weaknesses of ISS as may be identified by
the First Eagle investment teams also will be considered. As ISS also is providing proxy administration and vote tabulation and
submission services, First Eagle’s monitoring addresses those services in addition to ISS’s research and recommendation services.
Clients may obtain a copy of proxy voting policies and procedures applicable to FESAM or obtain information on how their account’s
securities were voted by submitting their request in writing to: First Eagle Separate Account Management, LLC, Attention: Legal and
Compliance Department, 1345 Avenue of the Americas, New York, NY 10105 or by calling 212-698-3300.
In certain Wrap/SMA Programs, FESAM may not be delegated the responsibility to vote proxies held by the Wrap/SMA Program
accounts and, instead, the Sponsor or another service provider will generally vote such proxies. Investors in these Wrap/SMA
Programs should contact the Sponsor for a copy of the Sponsor’s proxy voting policies.
Item 18
Financial Information
FESAM does not require or solicit prepayment of its fees six or more months in advance. FESAM is not aware of any financial
commitment that impairs its ability to meet contractual and fiduciary commitments to clients.
Form ADV Part 2A Brochure page 25 First Eagle Separate Account Management, LLC
Privacy Notice for First Eagle’s U.S. Clients
FESAM is committed to protecting your privacy. We are providing you with this privacy notice to inform you of how we handle your
personal information that we collect and may disclose to our affiliates and nonaffiliates. If FESAM’s information practices change,
we will provide you with notice of any material changes. This privacy policy supersedes any of our previous policies relating to the
information you disclose to us.
If you are a natural person, this Privacy Notice will be relevant to you directly. If you are a non-natural person that provides us with
personal information of individuals connected to you for any reason in relation to your investment with us, such as your investors
or employees, this Privacy Notice will be relevant for those individuals, and you should transmit this document to such individuals or
otherwise advise them of its content.
Why this Privacy Notice Applies to You
You obtained a financial product or service from or through us for personal, family or household purposes when you opened an
account with FESAM and are therefore covered by this privacy notice.
Sources and Types of Personal Information We Collect
As part of providing you with FESAM’s products and services, we may obtain nonpublic personal information about you from the
following sources:
•
Information we receive from your (or your employer’s, financial intermediary’s and/or designated representative’s)
correspondence, interactions and transactions with us, our affiliates or others, including by letter, email, telephone, and
our websites, and through information provided on subscription applications or other forms, such as your name, address,
email address, telephone number, Social Security number, occupation, assets and income;
•
Information about your transactions with us, our affiliates, or unaffiliated third parties, such as your account balances,
payment history and account activity;
•
Information we receive from consumer reporting agencies, our service providers or other sources we may engage in
connection with conducting due diligence, know-your-customer, anti-money laundering, and other checks required to be
performed in relation to admitting new investors;
•
Information from public records we may access in the ordinary course of business; and
•
Information collected from you online, such as your IP address and data gathered from your browsing activity and
location.
We may also collect information that is considered “sensitive” under some data protection laws, such as your account log-in
information if you log into our portal, sensitive identifiers like social security number and some financial information. When we do
so, we use such information only for lawful purposes in compliance with the applicable data protection laws, such as to perform the
services requested by you and to resist malicious, deceptive, fraudulent, or illegal actions. Where required by applicable law, we will
obtain your consent prior to processing such information.
Why We Have and How We Use Your Personal Information
We use your personal information for a number of reasons, including:
•
To provide you with FESAM’s products and services, including to process your subscription application and/other forms;
provide information you have requested; create, manage and administer your shares, interests or account; maintain
registers; and communicate with you about your investments;
•
To comply with our legal and regulatory obligations including but not limited to applicable know-your-customer
requirements, tax, anti-money laundering, fraud, sanctions and counter-terrorist-financing legislation. Personal
information (including financial information) may be shared with applicable regulators, government bodies and relevant tax
authorities. They in turn may exchange information (including personal information and financial information) with foreign
tax authorities (including foreign tax authorities located outside the European Economic Area);
Form ADV Part 2A Brochure page 26 First Eagle Separate Account Management, LLC
•
To operate and facilitate our business and services to you; undertake business management, planning, statistical analysis,
market research and marketing activities; administer and maintain our core records; protect FESAM’S rights and
interests; ensure the security of our assets, systems and networks; prevent, detect and investigate fraud, unlawful or
criminal activities in relation to our services; and enforce our terms and conditions;
•
Where necessary for the establishment, exercise or defense of legal claims; and
•
For any other specific purposes where you have given specific consent.
We will keep your data for as long as you are a client or shareholder and afterwards in accordance with our legal and regulatory
obligations.
Categories of Affiliates to Whom We May Disclose Personal Information
We may share personal information about you with affiliates. Our affiliates do business under names that include but are not limited
to First Eagle Investments; First Eagle Holdings, Inc.; First Eagle Investment Management, LLC; FEF Distributors, LLC; First Eagle
Separate Account Management, LLC; First Eagle Alternative Credit, LLC; Napier Park Global Capital (US) LP; Napier Park Global
Capital Ltd; Napier Park Global Capital GmbH; Regatta Loan Management LLC; First Eagle Investment Management Ltd; First Eagle
Investment Management GmbH; First Eagle Funds (Ireland) ICAV; First Eagle Amundi Sub-Funds (Luxembourg) SICAV; and any other
First Eagle Funds and any sub-funds, as applicable.
You May Limit Marketing Solicitations by Choosing to Opt Out
We offer you the right to opt out from many types of marketing by our affiliates based on your personal information that we collect
and share in accordance with this privacy policy. To limit those marketing solicitations separate account clients managed by FESAM
may call 800-800-9006. Should you choose to opt out, your choice will remain in our records until you notify us otherwise, although
we may choose to contact you in the future to modify your preference.
When We May Disclose Your Personal Information to Unaffiliated Third Parties
We will only share your personal information collected, as described above, with unaffiliated third parties:
•
At your request;
•
When you authorize us to process or service a transaction or product (unaffiliated third parties in this instance may
include service providers such as brokers and custodians, Sponsors, administrators, registrars and transfer agents for
transactions, and other parties providing individual client servicing, accounting and recordkeeping services);
•
With companies that perform sales and marketing services on our behalf with whom we have agreements to protect the
confidentiality of your information and to use the information only for the purposes for which we disclose the information
to them;
•
In connection with a corporate transaction, for example, if there is a change in any administrator, Designated Broker,
Sponsor or UMA to a client, we may disclose your information to those third parties; or
•
When required by law to disclose such information to appropriate authorities.
We do not otherwise provide information about you to outside firms, organizations or individuals, except to our attorneys,
accountants and auditors, and as permitted by law.
What We Do to Protect Your Personal Information
We protect your personal information according to strict standards of security and confidentiality. These standards apply to both
our physical facilities and any online services we may provide. We maintain physical, electronic and procedural safeguards that
comply with federal standards to guard consumer information. We permit only authorized individuals, who are trained in the proper
handling of individual personal information and need to access this information to do their job, to have access to this information.
What We do with Personal Information about Our Former Customers
If you decide to discontinue doing business with us, FESAM will continue to adhere to this privacy policy with respect to the
information we have in our possession about you and your account following the termination of our relationship.
Form ADV Part 2A Brochure page 27 First Eagle Separate Account Management, LLC
Special Notice for Residents of California
FESAM does not sell non-public personal information or share non-public personal information for cross-context behavioral
advertising. We will not share information we collect about you with nonaffiliates, except as permitted by California law and
described above.
While the law of certain jurisdictions provides residents of those states with data rights in some circumstances, the state
protections do not apply to personal information collected about current or former investors whose information is protected by
federal financial privacy law under the Gramm Leach Bliley Act and the SEC’s Reg S-P.
California residents who are not investors and whose information is therefore not subject to GLBA may have certain data subject
rights under the California Consumer Privacy Act, as amended by the California Privacy Rights Act, including to:
(i) know what personal information FESAM collects, including the right to request information regarding the categories of
personal information that we collect along with other information such as the categories of sources from which the
information is collected and third parties with whom it is shared, and the right to request a copy of the specific pieces of
personal information that we collect (sometimes referred to as the right to access personal information);
(ii) correct or delete your personal information;
(iii) opt out of the sale of personal information or sharing of personal information for cross-context behavioral
advertising—we do not sell personal information or share personal information for purposes of cross-context behavioral
advertising, and so you are effectively already opted out of such practices; and
(iv) limit the use or disclosure of sensitive personal information under some circumstances.
Non-investor California residents may also have the right to not be discriminated against for exercising applicable data subject
rights. Please note that these rights are not absolute, and we reserve all of our rights available to us at law in this regard. You may
submit requests to exercise these rights, where they are applicable, by contacting us using the Contact Information provided below.
If you make a request related to personal information about you, we may require you to supply a valid means of identification as a
security precaution. We will process requests within the time provided by applicable law. You may designate an authorized agent to
submit a request on your behalf by providing that agent with your written permission. If an agent makes a request on your behalf,
we may still ask that you verify your identity directly with us before we can honor the request. Agents who make requests on behalf
of individuals will be required to verify the request by submitting written authorization from the Investor. We will not honor any
requests from agents until authorization is verified.
How to Contact Us
If you have any questions about this notice or how we process your personal information, please call us toll free at: 1-800-482-
5667 or you can email us at [email protected].
About this Brochure
This Brochure is not:
•
an offer or agreement to provide advisory services to any person;
•
an offer to sell interests (or a solicitation of an offer to purchase interests) in any fund; or
•
a complete discussion of the features, risks or conflicts associated with any fund or advisory service.
As required by the Advisers Act, FESAM provides this Brochure to current or prospective clients of FESAM. FESAM may also
provide this Brochure to current or prospective investors in a Wrap/SMA Program by agreement with the Sponsor even if FESAM
does not necessarily consider such investors to be clients.
Although this publicly available Brochure describes investment advisory services and products of FESAM, persons who receive this
Brochure (whether or not from FESAM) should be aware that it is designed solely to provide information about FESAM as necessary
to respond to certain disclosure obligations under the Advisers Act. As such, the information in this Brochure may differ from
information provided in relevant Wrap/SMA Program disclosure materials (“Program Materials”). More complete information
about FESAM’s products is included in the relevant Program Materials, certain of which may be provided to current and eligible
prospective investors only by FESAM. To the extent that there is any conflict between discussions herein and similar or related
discussions in any Program Materials, the relevant Program Materials shall govern and control.
Form ADV Part 2B Brochure page 28 First Eagle Separate Account Management, LLC
First Eagle Separate Account Management, LLC
Form ADV Part 2B
Item 1
Cover Page
Julien Albertini
First Eagle Investment Management, LLC
1345 Avenue of the Americas
New York, N. Y. 10105
212-698-3300
March 27, 2024
This Brochure Supplement provides information about Julien Albertini that supplements the First Eagle Investment Management
Brochure. You should have received a copy of that Brochure. Please contact us at the telephone number above if you did not
receive First Eagle Investment Management Brochure or if you have any questions about the contents of this supplement.
Item 2
Educational Background and Business Experience
Name
Julien Albertini
Year of Birth
1979
Formal Education after High School
Master’s Degree
ESSEC
(2003)
Master of Business Administration
Columbia Business School (2009)
Business Background
First Eagle Investment Management, LLC (“FEIM”)
•
Portfolio Manager for the First Eagle Global Value Fund (May 1, 2021 – Present)
•
Portfolio Manager for the First Eagle Amundi Sustainable Value Fund
(2020 – Present)
•
Portfolio Manager for the First Eagle Rising Dividend Fund (August 2020 – Present)
•
Portfolio Manager for the First Eagle Income Builder Fund (March 2019 – Present)
•
Senior Research Analyst (2013 ‐ Present)
First Eagle Separate Account Management, LLC (“FESAM”)
•
Portfolio Manager for the FESAM Rising Dividend strategy
(March 25, 2024 -Present)
•
Portfolio Manager for the FESAM Global SMA strategy (December 1, 2022 – Present)
Tiger
Veda Management
•
Senior Analyst (2011-2013)
Generation Investment Management
•
Associate (2010-2011)
Form ADV Part 2B Brochure page 29 First Eagle Separate Account Management, LLC
Item 3
Disciplinary Information
No information is applicable to this Item.
Item 4
Other Business Activities
No information is applicable to this Item.
Item 5
Additional Compensation
Portfolio manager compensation consists of salary and an annual bonus, with the performance bonus representing an important
portion of total compensation. The bonus is awarded in the firm’s discretion and generally will reflect the investment performance
of each Fund and any other account managed by each portfolio manager, the financial results of the firm as a whole, and the
portfolio manager’s contributions to the firm both as an individual and as a member of the firm’s investment teams. The bonus may
include an award under a long-term incentive plan established by the firm, which may be notionally allocated among certain of the
First Eagle Funds, including those managed by such portfolio manager (and possibly other notional investments related to the
Adviser’s overall financial performance), or such other long-term or deferred performance-based plan that may be established by
the firm. Additionally, each of the portfolio managers listed above may receive profit interests, which make them eligible, subject to
customary vesting arrangements, for a share of the profits of the Adviser. Profits for this purpose are calculated firm-wide and
therefore relate to investment products and business lines beyond those managed by the particular portfolio manager. Likewise,
any notional incentive plan awards that relate to the Adviser’s overall financial performance will give the recipient exposure to
results that relate to products and business lines beyond those managed by the recipient.
Item 6
Supervision
Mr. Albertini is supervised by Matthew McLennan and Kimball Brooker, Co-Heads of First Eagle Investment Management’s Global
Value Management Group. Mr. McLennan and/ or Mr. Brooker periodically monitor the advisory activity of Mr. Albertini. Mr.
McLennan and/or Mr. Brooker can be reached at 212-698-3300.
Form ADV Part 2B Brochure page 30 First Eagle Separate Account Management, LLC
First Eagle Separate Account Management, LLC
Form ADV Part 2B
Item 1
Cover Page
Alan Barr
First Eagle Investment Management, LLC
1345 Avenue of the Americas
New York, N. Y. 10105
212-698-3300
March 27, 2024
This Brochure Supplement provides information about Alan Barr that supplements the First Eagle Investment Management
Brochure. You should have received a copy of that Brochure. Please contact us at the telephone number above if you did not
receive First Eagle Investment Management Brochure or if you have any questions about the contents of this supplement.
Item 2
Educational Background and Business Experience
Name
Alan Barr
Year of Birth
1963
Formal Education after High School
Temple University, BA Communications with a Minor in Economics
Business Background
First Eagle Investment Management, LLC (“FEIM”)
•
Portfolio Manager of First Eagle Overseas Fund/First Eagle International Value
Strategy (May 2021 – Present)
•
Associate Portfolio Manager/Senior Research Analyst (March 2019 – April 2021)
•
Senior Research Analyst (March 2008 – Present)
•
Research Analyst (March 2001 – March 2008)
First Eagle Separate Account Management, LLC (“FESAM”)
•
Portfolio Manager for the FESAM ADR Strategy
(December 1, 2020 – Present)
Item 3
Disciplinary Information
No information is applicable to this Item.
Item 4
Other Business Activities
No information is applicable to this Item.
Form ADV Part 2B Brochure page 31 First Eagle Separate Account Management, LLC
Item 5
Additional Compensation
Mr. Barr is not compensated based on sales, client referrals or new accounts. His compensation consists of, among other things,
salary and a performance bonus. Mr. Barr’s bonus is awarded in the firm’s discretion and will reflect the investment performance
of each account managed by him, the financial results of FEIM and FESAM as a whole, and his contributions to them both as an
individual and as a member of the First Eagle Global Value Management Group, including willingness to support marketing efforts.
Additionally, Mr. Barr has profit interests, which make him eligible, subject to customary vesting arrangements, for a share of the
profits of FEIM. Profits for this purpose are calculated across FEIM and FESAM and therefore relate to investment products and
business lines beyond those managed by Mr. Barr.
Item 6
Supervision
Mr. Barr is supervised by Matthew McLennan and Kimball Brooker, Co-Heads of First Eagle Investment Management’s Global Value
Management Group. Mr. McLennan and/ or Mr. Brooker periodically monitor the advisory activity of Mr. Barr. Mr. McLennan
and/or Mr. Brooker can be reached at 212-698-3300.
Form ADV Part 2B Brochure page 32 First Eagle Separate Account Management, LLC
First Eagle Separate Account Management, LLC
Form ADV Part 2B
Item 1
Cover Page
Thomas Kimball Brooker, Jr.
First Eagle Investment Management, LLC
1345 Avenue of the Americas
New York, N. Y. 10105
212-698-3300
March 27, 2024
This Brochure Supplement provides information about Thomas Kimball Brooker, Jr. that supplements the First Eagle Investment
Management Brochure. You should have received a copy of that Brochure. Please contact us at the telephone number above if you
did not receive First Eagle Investment Management’s Brochure or if you have any questions about the contents of this supplement.
Item 2
Educational Background and Business Experience
Name
Thomas Kimball Brooker, Jr.
Year of Birth
1969
Formal Education after High School
Bachelor of Arts
Yale University, New Haven, CT (1992)
Master of Business Administration
Harvard University, Cambridge MA (1998)
Business Background
First Eagle Investment Management, LLC (“FEIM”)
•
Co-Head of the Global Value Management Group (May 2021 – Present)
•
Deputy Head of the Global Value Management Group (2013 – April 2021)
•
Portfolio Manager of First Eagle Global Fund (2012 – Present)
•
Portfolio Manager of First Eagle Overseas Fund (2011 – Present)
•
Portfolio Manager of First Eagle U.S. Value Fund (2011 ‐ Present)
•
Portfolio Manager of First Eagle Global Income Builder Fund (2016 – Present)
•
Portfolio Manager of First Eagle International Equity Fund, LP (2020 – Present)
•
Portfolio Manager of First Eagle Global Equity Master Fund, LP (2020 – Present)
•
Associate Portfolio Manager of First Eagle Global Fund (2011 ‐ 2012)
•
Associate Portfolio Manager of First Eagle Overseas Fund (2010 – 2011)
•
Associate Portfolio Manager of First Eagle U.S. Value Fund (2010 ‐ 2011)
•
Senior Research Analyst (2009 ‐ Present)
First Eagle Separate Account Management, LLC
Form ADV Part 2B Brochure page 33 First Eagle Separate Account Management, LLC
•
Portfolio Manager for the FESAM ADR strategy (December 1, 2020 – Present)
•
Portfolio Manager for the FESAM Global SMA strategy (December 1, 2022 -
Present)
Corsair Funds
•
Chief Investment Officer (2005 ‐ 2008)
Item 3
Disciplinary Information
No information is applicable to this Item.
Item 4
Other Business Activities
No information is applicable to this Item.
Item 5
Additional Compensation
Portfolio manager compensation consists of salary and an annual bonus, with the performance bonus representing an important
portion of total compensation. The bonus is awarded in the firm’s discretion and generally will reflect the investment performance
of each Fund and any other account managed by each portfolio manager, the financial results of the firm as a whole, and the
portfolio manager’s contributions to the firm both as an individual and as a member of the firm’s investment teams. The bonus may
include an award under a long-term incentive plan established by the firm, which may be notionally allocated among certain of the
First Eagle Funds, including those managed by such portfolio manager (and possibly other notional investments related to the
Adviser’s overall financial performance), or such other long-term or deferred performance-based plan that may be established by
the firm. Additionally, each of the portfolio managers listed above may receive profit interests, which make them eligible, subject to
customary vesting arrangements, for a share of the profits of the Adviser. Profits for this purpose are calculated firm-wide and
therefore relate to investment products and business lines beyond those managed by the particular portfolio manager. Likewise,
any notional incentive plan awards that relate to the Adviser’s overall financial performance will give the recipient exposure to
results that relate to products and business lines beyond those managed by the recipient.
Item 6
Supervision
Mr. Brooker is supervised by Mehdi A. Mahmud, President and Chief Executive Officer of First Eagle Investment Management, LLC.
Mr. Mahmud periodically monitors the advisory activity of Mr. Brooker. Mr. Mahmud can be reached at 212-698-3300.
Form ADV Part 2B Brochure page 34 First Eagle Separate Account Management, LLC
First Eagle Separate Account Management, LLC
Form ADV Part 2B
Item 1
Cover Page
Suzanne Franks
First Eagle Investment Management, LLC
1345 Avenue of the Americas
New York, N. Y. 10105
212-698-3300
March 27, 2024
This Brochure Supplement provides information about Suzanne Franks that supplements the First Eagle Investment Management
Brochure. You should have received a copy of that Brochure. Please contact us at the telephone number above if you did not
receive First Eagle Investment Management Brochure or if you have any questions about the contents of this supplement.
Item 2
Educational Background and Business Experience
Name
Suzanne Franks
Year of Birth
1968
Formal Education after High School
BBA Finance
Texas
A&M University (1991)
Master of Business Administration
University of Chicago (1996)
Business Background
First Eagle Investment Management, LLC (“FEIM”)
•
Associate Portfolio Manager for the First Eagle Small Cap Opportunity Fund
(April 27, 2021 – Present)
•
Associate Portfolio Manager for the First Eagle Smid Cap Opportunity Fund
(August 2022 – Present)
•
Associate Portfolio Manager for the First Eagle Small Cap Opportunity ICAV
(February 18, 22 – Present)
•
Associate Portfolio Manager for the First Eagle Small Cap CIT
(February 22, 2022 – Present)
•
Associate Portfolio Manager for the First Eagle U.S. Small Cap Opportunity, LP
(January 3, 2022 – Present)
First Eagle Separate Account Management, LLC (“FESAM”)
•
Associate Portfolio Manager for the FESAM SMID Strategy
(February 15, 2022 – Present)
Royce Investment Partners
•
Portfolio Manager for the Small Cap Opportunistic Value Strategy
Vivid Research Inc.
•
Founder and Principal
Form ADV Part 2B Brochure page 35 First Eagle Separate Account Management, LLC
Item 3
Disciplinary Information
No information is applicable to this Item.
Item 4
Other Business Activities
Other than as described above, Ms. Franks is not actively engaged in any investment-related business or occupation.
Item 5
Additional Compensation
Portfolio manager compensation consists of salary and an annual bonus, with the performance bonus representing an important
portion of total compensation. The bonus is awarded in the firm’s discretion and generally will reflect the investment performance
of each Fund and any other account managed by each portfolio manager, the financial results of the firm as a whole, and the
portfolio manager’s contributions to the firm both as an individual and as a member of the firm’s investment teams. The bonus may
include an award under a long-term incentive plan established by the firm, which may be notionally allocated among certain of the
First Eagle Funds, including those managed by such portfolio manager (and possibly other notional investments related to the
Adviser’s overall financial performance), or such other long-term or deferred performance-based plan that may be established by
the firm. Additionally, each of the portfolio managers listed above may receive profit interests, which make them eligible, subject to
customary vesting arrangements, for a share of the profits of the Adviser. Profits for this purpose are calculated firm-wide and
therefore relate to investment products and business lines beyond those managed by the particular portfolio manager. Likewise,
any notional incentive plan awards that relate to the Adviser’s overall financial performance will give the recipient exposure to
results that relate to products and business lines beyond those managed by the recipient.
Item 6
Supervision
Ms. Franks is supervised by Bill Hench, Head of First Eagle Investment Management’s Small Cap Investment team. Mr. Hench
periodically monitors the advisory activity of Ms. Franks. Mr. Hench can be reached at 212-698-3300.
Form ADV Part 2B Brochure page 36 First Eagle Separate Account Management, LLC
First Eagle Separate Account Management, LLC
Form ADV Part 2B
Item 1
Cover Page
Manish Gupta
First Eagle Investment Management, LLC
1345 Avenue of the Americas
New York, N. Y. 10105
212-698-3300
March 27, 2024
This Brochure Supplement provides information about Manish Gupta that supplements the First Eagle Investment Management
Brochure. You should have received a copy of that Brochure. Please contact us at the telephone number above if you did not
receive First Eagle Investment Management Brochure or if you have any questions about the contents of this supplement.
Item 2
Educational Background and Business Experience
Name
Manish Gupta
Year of Birth
1976
Formal Education after High School
Bachelor of
Technology in Computer Science and Engineering
Indian Institute of Technology, Banaras Hindu University, Varanasi, India (1997)
Master of Science in Computer Science
The University of Texas at Austin, Austin, Texas (1999)
Master of Business Administration
Columbia University, New York, New York (2007)
Business Background
First Eagle Investment Management, LLC (“FEIM”)
•
Portfolio Manager for First Eagle Rising Dividend Fund (August 2020 – Present)
•
Portfolio Manager for Global Fund (May 2021 – Present)
•
Associate Portfolio Manager for Global Fund (March 2019 – April 2021)
•
Senior Analyst (2012 – Present)
•
Analyst (2009 – 2012)
First Eagle Separate Account Management, LLC (“FESAM”)
•
Portfolio Manager for the FESAM Global SMA strategy (December 1, 2022 - Present)
•
Portfolio Manager for the FESAM Rising Dividend strategy
(March 25, 2024 – Present)
Cantillon Capital Management
•
Analyst (2007 – 2009)
Form ADV Part 2B Brochure page 37 First Eagle Separate Account Management, LLC
Item 3
Disciplinary Information
No information is applicable to this Item.
Item 4
Other Business Activities
Other than as described above, Mr. Gupta is not actively engaged in any investment-related business or occupation.
Item 5
Additional Compensation
Portfolio manager compensation consists of salary and an annual bonus, with the performance bonus representing an important
portion of total compensation. The bonus is awarded in the firm’s discretion and generally will reflect the investment performance
of each Fund and any other account managed by each portfolio manager, the financial results of the firm as a whole, and the
portfolio manager’s contributions to the firm both as an individual and as a member of the firm’s investment teams. The bonus may
include an award under a long-term incentive plan established by the firm, which may be notionally allocated among certain of the
First Eagle Funds, including those managed by such portfolio manager (and possibly other notional investments related to the
Adviser’s overall financial performance), or such other long-term or deferred performance-based plan that may be established by
the firm. Additionally, each of the portfolio managers listed above may receive profit interests, which make them eligible, subject to
customary vesting arrangements, for a share of the profits of the Adviser. Profits for this purpose are calculated firm-wide and
therefore relate to investment products and business lines beyond those managed by the particular portfolio manager. Likewise,
any notional incentive plan awards that relate to the Adviser’s overall financial performance will give the recipient exposure to
results that relate to products and business lines beyond those managed by the recipient.
Item 6
Supervision
Mr. Gupta is supervised by Matthew McLennan and Kimball Brooker, Co-Heads of First Eagle Investment Management’s Global
Value Management Group. Mr. McLennan and/ or Mr. Brooker periodically monitor the advisory activity of Mr. Gupta. Mr.
McLennan and/or Mr. Brooker can be reached at 212-698-3300.
Form ADV Part 2B Brochure page 38 First Eagle Separate Account Management, LLC
First Eagle Separate Account Management, LLC
Form ADV Part 2B
Item 1
Cover Page
Christian Heck
First Eagle Investment Management, LLC
1345 Avenue of the Americas
New York, N. Y. 10105
212-698-3300
March 27, 2024
This Brochure Supplement provides information about Christian Heck that supplements the First Eagle Investment Management
Brochure. You should have received a copy of that Brochure. Please contact us at the telephone number above if you did not
receive First Eagle Investment Management Brochure or if you have any questions about the contents of this supplement.
Item 2
Educational Background and Business Experience
Name
Christian Heck
Year of Birth
1986
Formal Education after High School
BSc
Wright State
University (2010)
Master of Business Administration
Yale University (2013)
Business Background
First Eagle Investment Management, LLC (“FEIM”)
•
Portfolio Manager First Eagle Rising Dividend Fund (August 2020-Present)
•
Portfolio Manager First Eagle Overseas Fund/First Eagle International Value
strategy (May 2021-Present)
•
Associate Portfolio Manager First Eagle Overseas Fund/First Eagle International
Value strategy (April 2020-May 2021)
•
Senior Research Analyst (April 2017‐ Present)
•
Research Analyst (September 2013-March 2017)
First Eagle Separate Account Management, LLC (“FESAM”)
•
Portfolio Manager for the FESAM Rising Dividend strategy
(March 25, 2024 – Present)
Item 3
Disciplinary Information
No information is applicable to this Item.
Form ADV Part 2B Brochure page 39 First Eagle Separate Account Management, LLC
Item 4
Other Business Activities
No information is applicable to this item.
Item 5
Additional Compensation
Portfolio manager compensation consists of salary and an annual bonus, with the performance bonus representing an important
portion of total compensation. The bonus is awarded in the firm’s discretion and generally will reflect the investment performance
of each Fund and any other account managed by each portfolio manager, the financial results of the firm as a whole, and the
portfolio manager’s contributions to the firm both as an individual and as a member of the firm’s investment teams. The bonus may
include an award under a long-term incentive plan established by the firm, which may be notionally allocated among certain of the
First Eagle Funds, including those managed by such portfolio manager (and possibly other notional investments related to the
Adviser’s overall financial performance), or such other long-term or deferred performance-based plan that may be established by
the firm. Additionally, each of the portfolio managers listed above may receive profit interests, which make them eligible, subject to
customary vesting arrangements, for a share of the profits of the Adviser. Profits for this purpose are calculated firm-wide and
therefore relate to investment products and business lines beyond those managed by the particular portfolio manager. Likewise,
any notional incentive plan awards that relate to the Adviser’s overall financial performance will give the recipient exposure to
results that relate to products and business lines beyond those managed by the recipient.
Item 6
Supervision
Mr. Gupta is supervised by Matthew McLennan and Kimball Brooker, Co-Heads of First Eagle Investment Management’s Global
Value Management Group. Mr. McLennan and/ or Mr. Brooker periodically monitor the advisory activity of Mr. Gupta. Mr.
McLennan and/or Mr. Brooker can be reached at 212-698-3300.
Form ADV Part 2B Brochure page 40 First Eagle Separate Account Management, LLC
First Eagle Separate Account Management, LLC
Form ADV Part 2B
Item 1
Cover Page
William A. Hench
First Eagle Investment Management, LLC
1345 Avenue of the Americas
New York, N. Y. 10105
212-698-3300
March 27, 2024
This Brochure Supplement provides information about William A. Hench that supplements the First Eagle Investment Management
Brochure. You should have received a copy of that Brochure. Please contact us at the telephone number above if you did not
receive First Eagle Investment Management’s Brochure or if you have any questions about the contents of this supplement.
Item 2
Educational Background and Business Experience
Name
William A. Hench
Year of Birth
1964
Formal Education after High School
Adelphi University, BBA 1986
Business Background
First Eagle Investment Management, LLC (“FEIM”)
•
Portfolio Manager for the First Eagle Small Cap Opportunity Fund
(April 27, 2021 – Present)
•
Portfolio Manager for the First Eagle Smid Cap Opportunity Fund
(August 2022 – Present)
•
Portfolio Manager for the First Eagle Small Cap Opportunity ICAV
(February 18, 22 – Present)
•
Portfolio Manager for the First Eagle Small Cap CIT (February 22, 2022 – Present)
•
Portfolio Manager for the First Eagle U.S. Small Cap Opportunity, LP
(January 3, 2022 – Present
First Eagle Separate Account Management, LLC (“FESAM”)
•
Portfolio Manager for the FESAM SMID strategy (February 15, 2022 – Present)
Royce Investment Partners
•
Portfolio Manager for the Small Cap Opportunistic Value Strategy
Item 3
Disciplinary Information
No information is applicable to this Item.
Form ADV Part 2B Brochure page 41 First Eagle Separate Account Management, LLC
Item 4
Other Business Activities
No information is applicable to this Item.
Item 5
Additional Compensation
Portfolio manager compensation consists of salary and an annual bonus, with the performance bonus representing an important
portion of total compensation. The bonus is awarded in the firm’s discretion and generally will reflect the investment performance
of each Fund and any other account managed by each portfolio manager, the financial results of the firm as a whole, and the
portfolio manager’s contributions to the firm both as an individual and as a member of the firm’s investment teams. The bonus may
include an award under a long-term incentive plan established by the firm, which may be notionally allocated among certain of the
First Eagle Funds, including those managed by such portfolio manager (and possibly other notional investments related to the
Adviser’s overall financial performance), or such other long-term or deferred performance-based plan that may be established by
the firm. Additionally, each of the portfolio managers listed above may receive profit interests, which make them eligible, subject to
customary vesting arrangements, for a share of the profits of the Adviser. Profits for this purpose are calculated firm-wide and
therefore relate to investment products and business lines beyond those managed by the particular portfolio manager. Likewise,
any notional incentive plan awards that relate to the Adviser’s overall financial performance will give the recipient exposure to
results that relate to products and business lines beyond those managed by the recipient.
Item 6
Supervision
Mr. Hench is supervised by Mehdi A. Mahmud, President and Chief Executive Officer of First Eagle Investment Management, LLC.
Mr. Mahmud periodically monitors the advisory activity of Mr. Hench. Mr. Mahmud can be reached at 212-698-3300.
Form ADV Part 2B Brochure page 42 First Eagle Separate Account Management, LLC
First Eagle Separate Account Management, LLC
Form ADV Part 2B
Item 1
Cover Page
Adrian H. Jones
First Eagle Investment Management, LLC
1345 Avenue of the Americas
New York, N. Y. 10105
212-698-3300
March 27, 2024
This Brochure Supplement provides information about Adrian Jones that supplements the First Eagle Investment Management
Brochure. You should have received a copy of that Brochure. Please contact us at the telephone number above if you did not
receive First Eagle Investment Management’s Brochure or if you have any questions about the contents of this supplement.
Item 2
Educational Background and Business Experience
Name
Adrian H. Jones
Year of Birth
1964
Formal Education after High School
Bachelor of Arts
Yale University, New Haven, CT (19
87)
Business Background
First Eagle Investment Management, LLC (“FEIM”)
•
Senior Research Analyst (May 2018 – Present)
First Eagle Separate Account Management, LLC (“FESAM”)
•
Portfolio Manager for the FESAM ADR strategy (December 1, 2020 – Present)
•
Portfolio Manager for the FESAM Global SMA strategy (December 1, 2022 - Present)
•
Portfolio Manager for the FESAM Rising Dividend strategy
(March 25, 2024 – Present)
King Street Capital Management LLC
•
Senior Research Analyst (Dec 2007 – March 2017)
Item 3
Disciplinary Information
No information is applicable to this Item.
Item 4
Other Business Activities
No information is applicable to this Item.
Form ADV Part 2B Brochure page 43 First Eagle Separate Account Management, LLC
Item 5
Additional Compensation
Portfolio manager compensation consists of salary and an annual bonus, with the performance bonus representing an important
portion of total compensation. The bonus is awarded in the firm’s discretion and generally will reflect the investment performance
of each Fund and any other account managed by each portfolio manager, the financial results of the firm as a whole, and the
portfolio manager’s contributions to the firm both as an individual and as a member of the firm’s investment teams. The bonus may
include an award under a long-term incentive plan established by the firm, which may be notionally allocated among certain of the
First Eagle Funds, including those managed by such portfolio manager (and possibly other notional investments related to the
Adviser’s overall financial performance), or such other long-term or deferred performance-based plan that may be established by
the firm. Additionally, each of the portfolio managers listed above may receive profit interests, which make them eligible, subject to
customary vesting arrangements, for a share of the profits of the Adviser. Profits for this purpose are calculated firm-wide and
therefore relate to investment products and business lines beyond those managed by the particular portfolio manager. Likewise,
any notional incentive plan awards that relate to the Adviser’s overall financial performance will give the recipient exposure to
results that relate to products and business lines beyond those managed by the recipient.
Item 6
Supervision
Mr. Jones is supervised by Matthew McLennan and Kimball Brooker, Co-Heads of First Eagle Investment Management’s Global
Value Management Group. Mr. McLennan and/ or Mr. Brooker periodically monitor the advisory activity of Mr. Jones. Mr.
McLennan and/or Mr. Brooker can be reached at 212-698-3300.
Form ADV Part 2B Brochure page 44 First Eagle Separate Account Management, LLC
First Eagle Separate Account Management, LLC
Form ADV Part 2B
Item 1
Cover Page
Robert Kosowsky
First Eagle Investment Management, LLC
1345 Avenue of the Americas
New York, N. Y. 10105
212-698-3300
March 27, 2024
This Brochure Supplement provides information about Robert Kosowsky that supplements the First Eagle Investment Management
Brochure. You should have received a copy of that Brochure. Please contact us at the telephone number above if you did not
receive First Eagle Investment Management Brochure or if you have any questions about the contents of this supplement.
Item 2
Educational Background and Business Experience
Name
Robert Kosowsky
Year of Birth
1978
Formal Education after High School
BS
Boston
College (2000)
Master of Business Administration
Vanderbilt University (2007)
Business Background
F
irst Eagle Investment Management, LLC (“FEIM”)
•
Associate Portfolio Manager for the First Eagle Small Cap Opportunity Fund
(April 27, 2021 – Present)
•
Associate Portfolio Manager for the First Eagle Smid Cap Opportunity Fund
(August 2022 – Present)
•
Associate Portfolio Manager for the First Eagle Small Cap Opportunity ICAV
(February 18, 22 – Present)
•
Associate Portfolio Manager for the First Eagle Small Cap CIT
(February 22, 2022 – Present)
•
Associate Portfolio Manager for the First Eagle U.S. Small Cap Opportunity, LP
(January 3, 2022 – Present)
First Eagle Separate Account Management, LLC (“FESAM”)
•
Associate Portfolio Manager for the FESAM SMID strategy
(February 15, 2022 – Present)
Royce Investment Partners
•
Portfolio Manager for the Small Cap Opportunistic Value strategy
Form ADV Part 2B Brochure page 45 First Eagle Separate Account Management, LLC
Item 3
Disciplinary Information
No information is applicable to this Item.
Item 4
Other Business Activities
Other than as described above, Mr. Kosowsky is not actively engaged in any investment-related business or occupation.
Item 5
Additional Compensation
Portfolio manager compensation consists of salary and an annual bonus, with the performance bonus representing an important
portion of total compensation. The bonus is awarded in the firm’s discretion and generally will reflect the investment performance
of each Fund and any other account managed by each portfolio manager, the financial results of the firm as a whole, and the
portfolio manager’s contributions to the firm both as an individual and as a member of the firm’s investment teams. The bonus may
include an award under a long-term incentive plan established by the firm, which may be notionally allocated among certain of the
First Eagle Funds, including those managed by such portfolio manager (and possibly other notional investments related to the
Adviser’s overall financial performance), or such other long-term or deferred performance-based plan that may be established by
the firm. Additionally, each of the portfolio managers listed above may receive profit interests, which make them eligible, subject to
customary vesting arrangements, for a share of the profits of the Adviser. Profits for this purpose are calculated firm-wide and
therefore relate to investment products and business lines beyond those managed by the particular portfolio manager. Likewise,
any notional incentive plan awards that relate to the Adviser’s overall financial performance will give the recipient exposure to
results that relate to products and business lines beyond those managed by the recipient.
Item 6
Supervision
Mr. Kosowsky is supervised by Bill Hench, Head of First Eagle Investment Management’s Small Cap Investment team. Mr. Hench
periodically monitors the advisory activity of Mr. Kosowsky. Mr. Hench can be reached at 212-698-3300.
Form ADV Part 2B Brochure page 46 First Eagle Separate Account Management, LLC
First Eagle Separate Account Management, LLC
Form ADV Part 2B
Item 1
Cover Page
Matthew McLennan
First Eagle Investment Management, LLC
1345 Avenue of the Americas
New York, N. Y. 10105
212-698-3300
March 27, 2024
This Brochure Supplement provides information about Matthew McLennan that supplements the First Eagle Investment
Management Brochure. You should have received a copy of that Brochure. Please contact us at the telephone number above if you
did not receive First Eagle Investment Management’s Brochure or if you have any questions about the contents of this supplement.
Item 2
Educational Background and Business Experience
Name
Matthew McLennan
Year of Birth
1969
Formal Education after High School
Bachelor of Commerce (1990), Award of Honours (1991),
and Master of International Commercial Law (2017)
University of Queensland, Brisbane, Australia
Professional Designation
CFA
– Chartered Financial Analyst (2003)
The CFA designation is a professional certification offered by the CFA Institute to
financial analysts who pass each of three six
-hour exams, possess a bachelor’s degree
or equivalent, and have 48 months of qualified professional work experience. The CFA
Institute determines the passing score of the exams.
Business Background
First Eagle Investment Management, LLC (“FEIM”)
•
Co-Head of the Global Value Management Group (May 2021 – Present)
•
Head of Global Value Team and Portfolio Manager (2008 – April 2021)
First Eagle Separate Account Management, LLC (“FESAM”)
•
Portfolio Manager for the FESAM ADR Strategy (December 2020 – Present)
•
Portfolio Manager for the FESAM Global SMA Strategy (December 2022 – Present)
Goldman Sachs International
•
Managing Director (1994 – 2008)
Item 3
Disciplinary Information
No information is applicable to this Item.
Form ADV Part 2B Brochure page 47 First Eagle Separate Account Management, LLC
Item 4
Other Business Activities
Mr. McLennan serves on boards of various educational institutions and nonprofit organizations such as Harvard School of Public
Health, Trinity School, The University of Queensland in America, The Library of America, and is a member of the Advisory Council of
the Stevanovich Institute on the Formation of Knowledge (University of Chicago).
Item 5
Additional Compensation
Portfolio manager compensation consists of salary and an annual bonus, with the performance bonus representing an important
portion of total compensation. The bonus is awarded in the firm’s discretion and generally will reflect the investment performance
of each Fund and any other account managed by each portfolio manager, the financial results of the firm as a whole, and the
portfolio manager’s contributions to the firm both as an individual and as a member of the firm’s investment teams. The bonus may
include an award under a long-term incentive plan established by the firm, which may be notionally allocated among certain of the
First Eagle Funds, including those managed by such portfolio manager (and possibly other notional investments related to the
Adviser’s overall financial performance), or such other long-term or deferred performance-based plan that may be established by
the firm. Additionally, each of the portfolio managers listed above may receive profit interests, which make them eligible, subject to
customary vesting arrangements, for a share of the profits of the Adviser. Profits for this purpose are calculated firm-wide and
therefore relate to investment products and business lines beyond those managed by the particular portfolio manager. Likewise,
any notional incentive plan awards that relate to the Adviser’s overall financial performance will give the recipient exposure to
results that relate to products and business lines beyond those managed by the recipient.
Item 6
Supervision
Mr. McLennan is supervised by Mehdi A. Mahmud, President and Chief Executive Officer of First Eagle Investment Management,
LLC. Mr. Mahmud periodically monitors the advisory activity of Mr. McLennan. Mr. Mahmud can be reached at 212-698-3300.
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