Correspondence 0000930413-25-001920 from First Eagle Tactical Municipal Opportunities Fund (CIK 0002050541)
First Eagle Tactical Municipal Opportunities Fund (CIK 0002050541)
Date: May 29, 2025 · CIK: 0002050541 · Accession: 0000930413-25-001920
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File numbers found in text: 333-284107, 811-24039
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CORRESP
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Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
+1 212 839 5300
+1 212 839 5599 Fax
AMERICA • ASIA PACIFIC • EUROPE
+1 212 839 8673
NGREENE@sidley.com
May 29, 2025
Emily Rowland
Senior Counsel
U.S. Securities and Exchange Commission
Division of Investment Management
100 F. Street, N.E.
Washington, DC 20549
Re:
First Eagle Tactical Municipal Opportunities Fund (the
“Fund”) Registration Statement on Form N-2
File Nos. 333-284107; 811-24039
Dear Ms. Rowland:
Thank you for the Staff’s
comments regarding the Fund’s registration statement on Form N-2 (the “Registration Statement”), and the Fund’s
related responses to a prior set of Staff comments (the “Prior Response Letter”), each filed with the Securities and
Exchange Commission (the “Commission”) on May 14, 2025. This letter provides the requested responses to your comments,
which were provided to us orally on May 22, 2025. All capitalized terms not otherwise defined herein have the meaning given to
them in the Registration Statement.
We have made the applicable
changes in the attached filing pursuant to Rule 486(a) under the Securities Act of 1933, as amended (the “Securities Act”).
Capitalized terms used herein,
but not otherwise defined, have the meaning ascribed to them in the Registration Statement.
Cover Page
1. COMMENT:
Under “The Fund,” we note the disclosure that states: “The Fund
… intends to elect and qualify as a regulated investment company (a “RIC”)
under Subchapter M of the Internal Revenue Code of 1986 (“Code”).”
Please explain why the Fund will not be qualified as a RIC as of effectiveness.
RESPONSE: We stated that “the Fund … intends to elect and qualify as a RIC”
because as a technical matter, a fund elects to be a RIC on its tax return, which is typically filed in the middle of the following
taxable year. As a result, the Fund will not in fact elect to be a RIC (and therefore will not be qualified as such) until
this time next year when it files its 2025 tax return.
Page 2
Prospectus
2. COMMENT:
Please advise where you have addressed the second part of Comment #9 of the Prior
Response Letter, which requested that you provide disclosure in the Prospectus addressing
the status of income from the Fund’s investments with regard to state income taxes.
RESPONSE: The Fund included
the requested disclosure under “Tax Matters,” as follows: “However, all or a portion of the exempt-interest dividends
may be taken into account in determining the alternative minimum tax on shareholders who are individuals and may be subject
to state and local taxes.”
3. COMMENT: Please disclose in the prospectus the specific
provisions of the Declaration of Trust (the “Declaration”) set forth below regarding derivative actions and direct
actions. Please also disclose that claims arising under the federal securities laws are carved out from these provisions. The specific
provisions that we are requesting you to disclose are:
1. The
requirement to make a pre-suit demand under Section 10.6(a).
2. The
10% requirement under Section 10.6(b).
3. The
requirement to provide the Trustees a reasonable amount of time under Section 10.6(c).
4. The
Shareholder undertaking to reimburse the Fund for expense of the Board in investigating
the demand under Section 10.6(c).
5. That
any suits, claims or other actions must be brought as a derivative claim except for general
direct actions.
RESPONSE: The requested disclosure regarding
the referenced provisions of the Declaration has been added to the prospectus.
4. COMMENT:
Please disclose in the prospectus the exclusive Delaware jurisdiction provision under
Section 10.9. Please also disclose that this provision does not apply to claims arising
under the federal securities laws.
RESPONSE: The referenced
disclosure has been added to the prospectus as requested.
5. COMMENT:
Please disclose in the prospectus the risks associated with such exclusive Delaware
jurisdiction (for non-federal securities laws claims), including that shareholders may
be required to bring suit in an inconvenient and less favorable forum.
RESPONSE: The referenced
disclosure has been added to the prospectus as requested.
6. COMMENT:
Please disclose the waiver of jury trial provision in the prospectus.
Page 3
RESPONSE: The referenced disclosure has
been added to the prospectus as requested.
* * * *
Should you have any follow-up questions concerning
this letter, please do not hesitate to contact me at (212) 839-8514.
Sincerely,
/s/ Andrew M. Friedman
Andrew M. Friedman, Esquire (as Attorney for the Funds)
cc:
Sheelyn Michael, Secretary and Deputy General
Counsel, First Eagle Investment Management, LLC
Nathan Greene, Sidley Austin LLP