Eagle Growth and Income Opportunities Fund Announces Additional Liquidation Details - Seite 2

When the Fund's advisory agreement with FWCA was up for renewal in May 2019, the Independent Trustees chose not to extend the agreement for a full year, as permitted by the Investment Company Act of 1940, and instead extended the agreement only for a three-month period, in order to provide time for further consideration of strategic options for the Fund.

In July 2019, the Board received a joint proposal (the "Advisory Proposal") from First Eagle Alternative Credit, LLC (then known as THL Credit Advisors LLC) ("First Eagle" or the "Adviser") and Eagle Asset Management, Inc. ("Eagle"), the Fund's existing sub-adviser.  The Independent Trustees were already knowledgeable about the Adviser from their oversight and service as board members of First Eagle Senior Loan Fund (formerly, THL Credit Senior Loan Fund), for which the Adviser serves as investment adviser.  The Independent Trustees noted that the Advisory Proposal maintained the Fund's independent existence and its limited term feature and enhanced the Fund's existing investment strategies.  The Independent Trustees also noted that the Advisory Proposal was projected, including as a result of an expense limitation offered by the Adviser and Eagle and as a result of the Adviser's ability to provide services in house without the need for the outsourcing employed by Four Wood, to lower the Fund's total expense ratio by up to 12 basis points.  The Independent Trustees negotiated with the Adviser and Eagle a further reduction of five basis points in the expense cap offered by the Adviser and Eagle.  Following additional discussions with the Adviser and Eagle and responses to the Independent Trustees' questions and requests for information, the Board appointed the Adviser and Eagle as the Fund's investment adviser and sub-adviser, respectively, effective August 31, 2019.  The Fund's advisory agreement with FWCA expired August 30, 2019 pursuant to its terms.

Four Wood has threatened litigation against the Fund, the Independent Trustees and First Eagle.  FWCA claims the Fund, the Independent Trustees and First Eagle are liable to FWCA based on a variety of legal theories arising from the claimed failure of the Board, on behalf of the Fund, to approve the Merger Proposal, from the expiration of the Fund's advisory agreement with FWCA and from the selection of First Eagle to replace FWCA.  FWCP also has threatened to bring derivative claims on behalf of the Fund against the Independent Trustees and First Eagle on similar legal theories.  The parties deny all of the claims threatened against them.