The interval fund, run by First Eagle Investment Management with Napier Park Global Capital as sub-adviser, made the update effective the instant it was submitted.

June 3, 2026

First Eagle Real Estate Debt Fund has updated its registration record with the U.S. Securities and Exchange Commission, attaching a handful of new agreements while leaving the rest of its offering documents unchanged.

The New York-based closed-end fund submitted the post-effective amendment on June 1, 2026, using a provision of the Securities Act of 1933 that lets a registrant add exhibits without reopening its broader registration. As the explanatory note describes, the update consists only of a cover page, the note itself, and the section known as Part C — the part of the record that holds supporting documents and operational details rather than the prospectus investors read. The change leaves every other section untouched and took effect the moment it reached the agency.

What was added

Three documents were filed directly through the amendment:

• The fund’s fourth amended and restated declaration of trust, dated April 2025;
• A sub-advisory agreement tying together the fund’s investment adviser, its sub-adviser, and an affiliated entity used to hold certain securities; and
• A legal opinion and consent prepared by the law firm Richards, Layton & Finger.

How the fund is built

The fund is organized as a Delaware statutory trust and runs as an interval fund — a closed-end structure that buys back a set portion of its shares at regular intervals rather than trading continuously on an exchange. It is managed by First Eagle Investment Management, with Napier Park Global Capital serving as sub-adviser, and it began operations on March 31, 2025.

Its investor base is strikingly narrow. As of early April 2026, the fund counted 402 holders of its Class I shares, while five other classes — four versions of Class A and a Class W tier — had no holders at all.

The fund also sits atop a small network of affiliates. As of the end of April 2026, it wholly owned a special purpose vehicle, a taxable subsidiary built to hold certain investments, and a Cayman Islands fund, each carrying the First Eagle Real Estate Debt name. Credit-focused funds commonly use such structures to manage tax treatment and to house particular types of assets.

Service providers and leadership

Behind the scenes, the fund relies on an established roster of providers. JPMorgan Chase acts as custodian and supplies fund services, U.S. Bank serves as custodian for an affiliated owner trust, DST Systems handles transfer agency duties, and the affiliated FEF Distributors serves as distributor. The fund’s books and records are kept at its New York offices.

Leadership overlaps heavily with First Eagle’s wider organization. Mehdi Mahmud, who heads the adviser as president and chief executive, serves as the fund’s president and principal executive officer and signed the amendment. Brandon Webster signed as chief financial officer and Peter Manion as chief accounting officer, while a slate of trustees including John Arnhold and Candace Beinecke authorized the submission through powers of attorney. At Napier Park, the senior ranks are led by co-chief executives Jonathan Dorfman and James O’Brien.

A procedural step

The amendment carries the standard regulatory undertakings that accompany a continuous offering, among them a pledge to refresh the record for material developments and the SEC’s customary stance that shielding officers and directors from securities-law liability runs against public policy. Because the change was purely procedural, it required no marketing arrangements and added no issuance expenses.