Preliminary Copy
IMPORTANT NEWS
SOGEN VARIABLE FUNDS, INC.
SOGEN OVERSEAS VARIABLE FUND
While we encourage you to read the full text of the enclosed proxy
statement, here's a brief overview of some matters affecting SoGen Overseas
Variable Fund (the "Fund") that require a shareholder vote.
Q & A: QUESTIONS AND ANSWERS
Q. WHAT IS HAPPENING?
A. Societe Generale Asset Management, S.A., ("SGAM S.A."), the owner of an
80.1% equity interest in Societe Generale Asset Management Corp. ("SGAM
Corp."), the investment adviser for SoGen Variable Funds, Inc., and
Jean-Marie Eveillard, the president, director and shareholder of the
remaining 19.9% equity interest in SGAM Corp., have entered into
agreements with Arnhold and S. Bleichroeder, Inc. ("A&SB") providing
for the sale of all the shares of SGAM Corp. to A&SB (the
"Acquisition"). In order for the Acquisition to occur, it is necessary
for the Fund's shareholders to approve a new advisory agreement and to
elect an expanded Board of Directors. The Board members of the Fund,
including those who are not affiliated with SGAM Corp., recommend that
you vote FOR these proposals.
Q. WILL JEAN-MARIE EVEILLARD CONTINUE TO MANAGE THE FUND?
A. Yes, Jean-Marie Eveillard has entered into an employment contract with
A&SB for an initial term of five years and is selling his 19.9% interest
in SGAM Corp. over seven years. He will continue to be primarily
responsible for the day-to-day management of the Fund.
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Q. HOW WILL A&SB'S ACQUISITION OF SGAM CORP. AFFECT ME AS A FUND
SHAREHOLDER?
A. The Fund's investment objective and investment program will not change as
a result of the Acquisition. Your investment in the related variable
annuity contract or variable life insurance policy will be unchanged and
you will still indirectly own the same number of shares in the Fund. The
terms of the new investment advisory agreement are the same in all
material respects as those in the current investment management agreement.
Q. WILL THE INVESTMENT ADVISORY FEES BE THE SAME?
A. Yes, the fees paid by the Fund for advisory services under the current
contract will remain the same after the proposed Acquisition.
Q. WHY AM I BEING ASKED TO VOTE ON THE PROPOSED NEW ADVISORY AGREEMENT?
A. The Investment Company Act of 1940, which regulates mutual funds such as
the Fund, requires a vote whenever there is a change in control of a
fund's investment manager. The proposed Acquisition will result in a
change of control of SGAM Corp., and thus requires shareholder approval of
a new advisory agreement between the new adviser and the Fund.
Q. WILL THE FUND PAY FOR THE PROXY SOLICITATION AND LEGAL COSTS ASSOCIATED
WITH THIS TRANSACTION?
A. No, A&SB will bear those costs.
Q. HOW DO THE BOARD MEMBERS OF MY FUND SUGGEST THAT I VOTE?
A. After careful consideration, the Board of Directors, on behalf of the
Fund, including a majority of those directors who are not affiliated with
SGAM Corp., unanimously recommends that you vote in favor of the proposals
on the enclosed proxy card.
Q. WHERE CAN I CALL FOR MORE INFORMATION ABOUT THE PROPOSED ACQUISITION?
A. You may call (800) [ ] if you have any questions about
the proposed Acquisition.
ABOUT THE PROXY CARD
If you have more than one account in the Fund in your name at the same
address, you will receive separate proxy statements and proxy cards for each
account. Please vote all issues shown on each proxy card that you receive. [In
addition to voting by returning your proxy card in the enclosed envelope, you
may also submit your vote by telephone, facsimile, or over the Internet (www.
.com).]
THANK YOU FOR SUBMITTING YOUR VOTE PROMPTLY.
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SOGEN VARIABLE FUNDS, INC.
1221 Avenue of the Americas
New York, New York 10020
1-800-[ ]
November [ ], 1999
To the Shareholders:
A Special Meeting of Shareholders (the "Special Meeting") of Sogen
Overseas Variable Fund (the "Fund"), a series of SoGen Variable Funds, Inc. (the
"Company"), is to be held at 3:00 p.m., Eastern time, on December 22, 1999 at
the offices of Societe Generale Asset Management Corp. ("SGAM Corp."), the
investment adviser for the Fund, 1221 Avenue of the Americas, 8th Floor, New
York, New York 10020. Shareholders who are unable to attend the Special Meeting
are strongly encouraged to vote by proxy, which is customary in corporate
meetings of this kind. A Proxy Statement regarding the Special Meeting, a proxy
card for your vote at the Special Meeting and an envelope - postage prepaid - in
which to return your proxy card are enclosed.
As described in the Questions and Answers on the outside cover, both
Societe Generale Asset Management S.A. ("SGAM S.A."), the majority owner of SGAM
Corp., and I have entered into agreements with Arnhold and S. Bleichroeder, Inc.
("A&SB"), providing for the sale of all of the outstanding shares of SGAM Corp.
to A&SB (the "Acquisition"). A&SB is a privately owned, diversified asset
management organization headquartered in New York, New York. More information
about A&SB can be found inside the Proxy Statement.
Important facts about the proposed Acquisition are outlined below:
o The proposed Acquisition will have no effect on the number of Fund
shares that you own or the value of those shares.
o The advisory fees and expenses paid by the Fund will not increase as a
result of the proposed Acquisition.
o The investment objective of the Fund will remain the same and I will
continue to be primarily responsible for the management of the Fund.
o Those Directors of the Fund who are not "interested persons" have
carefully reviewed the proposed Acquisition, and have concluded that
the Acquisition should cause no reduction in the quality of services
provided to the Fund.
At the Special Meeting, you will be asked to approve a new advisory
agreement for the Fund, the details of which are described in the attached Proxy
Statement. Shareholders are also being asked to approve certain other matters
that are set forth in the Fund's Notice of Meeting included herewith.
The Board of Directors of the Company recommends that you vote in favor of
all of the proposals.
Respectfully,
Jean-Marie Eveillard
President
It is important to vote whether you own few or many shares. Please sign the
enclosed proxy card and mail it in the postage prepaid envelope so as to ensure
a quorum at the Special Meeting. You may also submit your vote on the proposal
by telephone, facsimile, or over the internet (www.proxyvote.com). To vote by
telephone, please call [(800) 690-6903]. Your proxy may be sent by facsimile by
dialing [(800) ] between the hours of 9:00 a.m. and 5:00 p.m. eastern time.
<PAGE>
SOGEN VARIABLE FUNDS, INC.
Notice of Special Meeting of Shareholders
To the Shareholders of
SoGen Overseas Variable Fund
Please take notice that a Special Meeting of Shareholders (the "Special
Meeting") of SoGen Overseas Variable Fund (the "Fund"), a series of SoGen
Variable Funds, Inc. (the "Company"), is to be held at the offices of Societe
Generale Asset Management Corp. ("SGAM Corp."), the investment adviser for the
Fund, 1221 Avenue of the Americas, 8th Floor, New York, New York 10020, on
December 22, 1999 at 3:00 p.m., Eastern time, for the following purposes:
(1) To approve a new advisory agreement;
(2) To elect Directors; and
(3) To ratify or reject the selection of KPMG LLP as the independent
accountants for the Fund for the Fund's current fiscal year.
The appointed proxies may also vote on any other business that may
properly come before the Special Meeting or any adjournments or postponements
thereof.
Holders of record of shares of common stock of the Fund at the close of
business on October 29, 1999 are entitled to vote at the Special Meeting and at
any adjournments or postponements thereof.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Special
Meeting, the persons named as proxies may propose one or more adjournments of
the Special Meeting in accordance with applicable law, to permit further
solicitation of proxies. The persons named as proxies will vote in favor of such
adjournment those proxies which have been voted in favor of the proposal and
will vote against any such adjournment those proxies which have been voted
against the proposal.
By Order of the Board of Directors,
Philip J. Bafundo
Secretary
November [ ], 1999
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IMPORTANT -- We urge you to sign and date the enclosed proxy card and return
it in the enclosed addressed envelope which requires no postage and is
intended for your convenience. You may also submit your vote on the proposal
by telephone, facsimile, or over the Internet (www.proxyvote.com). To vote
via telephone, please call [(800) 690-6903]. Your proxy may be sent by
facsimile by dialing [(800) ] between the hours of
9:00 a.m. and 5:00 p.m. Eastern Time. If you can attend the Special Meeting
and wish to vote your shares in person at that time, you will be able to do
so.
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SOGEN VARIABLE FUNDS, INC.
1221 Avenue of the Americas
New York, New York 10020
PROXY STATEMENT
----------------------------------------------
General
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of SoGen Variable Funds, Inc.
(the "Company"), on behalf of SoGen Overseas Variable Fund (the "Fund"), for use
at a Special Meeting of Shareholders, to be held at the offices of Societe
Generale Asset Management Corp. ("SGAM Corp."), the investment adviser for the
Fund, 1221 Avenue of the Americas, 8th Floor, New York, New York 10020, on
December 22, 1999 at 3:00 p.m., Eastern time, and at any and all adjournments or
postponements thereof (the "Special Meeting"). (In the descriptions of the
proposals below, the word "fund" is sometimes used to mean an investment company
or a series thereof in general, and not the Fund whose proxy statement this is.)
This Proxy Statement, the Notice of Special Meeting and the proxy card are
first being mailed to shareholders on or about November [ ], 1999 or as soon as
practicable thereafter. Any shareholder giving a proxy has the power to revoke
it by mail (addressed to the Secretary of the Company at its principal executive
offices at 1221 Avenue of the Americas, New York, New York 10020), facsimile,
telephone, via the Internet, or in person at the Special Meeting, by executing a
superseding proxy or by submitting a notice of revocation to the Company. All
properly executed proxies received in time for the Special Meeting will be voted
as specified in the proxy or, if no specification is made, FOR approval of each
proposal as described in the Proxy Statement, and FOR the election of Directors.
The presence at any shareholders' meeting, in person or by proxy, of the
holders of a majority of the shares of the Fund entitled to be cast shall be
necessary and sufficient to constitute a quorum for the transaction of business.
In the event that the necessary quorum to transact business or the vote required
to approve any proposal is not obtained at the Special Meeting with respect to
the Fund, the persons named as proxies may propose one or more adjournments of
the Special Meeting to permit further solicitation of proxies. Any such
adjournment as to a matter will require the affirmative vote of the holders of a
majority of the Fund's shares present in person or by proxy at the Special
Meeting. The persons named as proxies will vote in favor of adjournment those
proxies which they are entitled to vote in favor of the proposal and will vote
against the adjournment those proxies to be voted against the proposal. If no
shareholder entitled to vote is present in person or by proxy, any officer
present to preside or act at the Special Meeting as Secretary may also adjourn
the Special Meeting. For purposes of determining the presence of a quorum for
transacting business at the Special Meeting, abstentions will be treated as
shares that are present but which have not been voted. Abstentions will have the
effect of a "no" vote on all proposals.
Proposal 1 requires the affirmative vote of a "majority of the outstanding
voting securities" of the Fund. The term "majority of the outstanding voting
securities" as defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), and as used in this Proxy Statement, means: the affirmative vote of
the lesser of (1) 67% of the voting securities of the Fund present at the
Special Meeting if more than 50% of the outstanding shares of the Fund are
present in person or by proxy or (2) more than 50% of the outstanding shares of
the Fund. Proposals 2 and 3 each requires the approval of a majority of shares
voted at the Special Meeting subject to there being a quorum for the transaction
of business.
Holders of record of the shares of common stock of the Fund at the close
of business on October 29, 1999 (the "Record Date"), as to any matter on which
they are entitled to vote, will be entitled to one vote per share on all
business of the Special Meeting. As of October 29, 1999, the Fund had
_____________ shares outstanding.
All shares were owned of record by sub-accounts of separate accounts
("Separate Accounts") of life insurance companies (the "Participating Insurance
Companies") established to fund benefits under variable annuity contracts and
variable life insurance policies issued by the Participating Insurance
Companies. The Participating Insurance Companies are Continental Assurance
Company, Valley Forge Life Insurance Company, and IL Annuity And Insurance
Company.
The Participating Insurance Companies are mailing copies of this proxy
material to the holders of these contracts and policies who, by completing and
signing the accompanying proxy cards, will instruct the Separate Accounts how
they wish the shares of the Fund to be voted. The Separate Accounts will vote
shares of the Fund as instructed on the proxy cards by their contract or policy
holders. If no instructions are specified on a proxy returned by a contract or
policy holder, the Separate Accounts will vote the shares of the Fund
represented thereby "FOR" the proposal. The Separate Accounts intend to vote
shares for which no proxies are returned in the same proportions as the shares
for which instructions are received.
[As of October 29, 1999, the Directors and officers of the Company as a
group owned less than 1% of the shares of the Company. The Company knows of no
person who beneficially owns more than 5% of the capital stock of the Company.]
The information contained in this Proxy Statement relating to
Arnhold and S. Bleichroeder, Inc. ("A&SB") and its wholly owned subsidiary,
Arnhold and S. Bleichroeder Advisers, Inc. ("A&SB Advisers") has been
provided by A&SB.
The Company provides to all shareholders of the Fund periodic reports of
the Fund which highlight relevant information including investment results and a
review of portfolio changes. You may request a copy of the most recent annual
report for the Fund and a copy of any more recent semi-annual report, without
charge, by calling (800) [ ] or writing the Fund, at 1221 Avenue of the
Americas, New York, New York 10020.
PROPOSAL 1: APPROVAL OF NEW
INVESTMENT ADVISORY AGREEMENT
Introduction
SGAM Corp. acts as the investment adviser for the Fund pursuant to an
Investment Advisory Contract dated August 16, 1996 (the "Current Advisory
Agreement").
On October 8, 1999, Societe Generale Asset Management, S.A. ("SGAM S.A."),
the holder of all the outstanding shares of Class A common stock of SGAM Corp.,
entered into a stock purchase agreement (the "Purchase Agreement") with A&SB
providing for the sale to A&SB of all the outstanding shares of Class A common
stock of SGAM Corp. Jean-Marie Eveillard, the president, director and holder of
all the outstanding shares of Class B common stock of SGAM Corp. also entered
into a stock purchase agreement dated October 8, 1999 with A&SB providing for
the eventual sale to A&SB in three installments over approximately seven years
of all of the outstanding shares of Class B common stock of SGAM Corp. (the
"Acquisition").
The Purchase Agreement contemplates that the Fund will enter into a new
advisory agreement with A&SB Advisers, which is a wholly owned subsidiary of
A&SB, and will enter into an underwriting agreement and a Rule 12b-1
distribution plan with A&SB. The proposed agreements are substantially identical
to the current agreements of the Company with SGAM Corp. No increase is proposed
in the annual fee rates payable by the Fund.
A&SB traces its history to the founding of S. Bleichroeder in 1803 in
Berlin and the founding of Gebr. Arnhold in 1864 in Dresden. In 1937, the firm's
activities were moved to New York City. A&SB offers asset management services,
trading in U.S. and international securities, institutional brokerage,
institutional and retail research, advice on mergers and acquisitions and other
corporate finance matters, global securities clearance services and fund
administration. The firm manages over $4.1 billion of domestic and international
equity assets. A&SB Advisers is a wholly owned subsidiary of A&SB and serves as
the investment adviser to the First Eagle Funds, a registered investment
company, which includes First Eagle Fund of America and First Eagle
International Fund.
Consummation of the Acquisition would constitute an "assignment," as that
term is defined in the 1940 Act, of the Fund's Current Advisory Agreement with
SGAM Corp. As required by the 1940 Act, the Current Advisory Agreement provides
for its automatic termination in the event of its assignment. In anticipation of
the Acquisition, a new advisory agreement (the "New Advisory Agreement") between
A&SB Advisers and the Company, on behalf of the Fund, is being proposed for
approval by shareholders of the Fund. A copy of the form of the New Advisory
Agreement is attached hereto as Exhibit A. THE NEW ADVISORY AGREEMENT FOR THE
FUND IS IN ALL MATERIAL RESPECTS IDENTICAL TO THE CURRENT ADVISORY AGREEMENT.
The material terms of the Current Advisory Agreement are described under
"Description of the Current and New Advisory Agreements," below.
After the Acquisition, SGAM Corp. will be a wholly owned subsidiary of
A&SB. To permit A&SB to realize certain operational efficiencies, the Board of
Directors of the Fund has agreed that A&SB Advisers should serve as the new
investment adviser for the Fund. Messrs. Jean-Marie Eveillard and Charles de
Vaulx will serve as portfolio managers for the Fund and have entered into
employment agreements with A&SB for an initial term of five years, effective as
of the closing date of the proposed Acquisition, and will become officers of
A&SB. Mr. Jean-Marie Eveillard will continue to be primarily responsible for the
day-to-day management of the Fund.
The Acquisition
SGAM S.A. began discussions in mid-1999 regarding the sale of SGAM
Corp. to A&SB. SGAM S.A.'s principal goal in considering the proposed sale
of SGAM Corp. was to shift its focus and resources to providing global
institutional asset management services. Discussions culminated in the
execution of the Purchase Agreement on October 8, 1999.
SGAM S.A., the holder of all of the outstanding shares of Class A common
stock of SGAM Corp., the investment adviser for the Fund, entered into the
Purchase Agreement with A&SB providing for a sale to A&SB of all of the
outstanding shares of Class A common stock of SGAM Corp. Jean-Marie Eveillard,
the president, director and holder of all the outstanding shares of Class B
common stock of SGAM Corp., also entered into a stock purchase agreement with
A&SB providing for the eventual sale to A&SB in three installments over
approximately seven years of all of the outstanding shares of Class B common
stock of SGAM Corp. The Class A shares represent 80.1% of the equity of SGAM
Corp. and the Class B shares represent the remaining 19.9% of the equity of SGAM
Corp.
The obligation of A&SB to close the Acquisition pursuant to the Purchase
Agreement is subject to various conditions and requirements, including obtaining
certain approvals by the Board of Directors and Shareholders of the Fund. The
Board of Directors has approved the New Advisory Agreement, an underwriting
agreement and a new Rule 12b-1 Plan with A&SB, and has also nominated an
expanded Board of Directors and approved changing the name of the Fund. The
Shareholders are now being asked to approve the New Advisory Agreement and to
elect the expanded Board of Directors. Approval of these items by the
shareholders is necessary for the Acquisition to take place.
In addition, Jean-Marie Eveillard and Charles de Vaulx have entered into
employment agreements with A&SB for initial terms of five years that are
effective upon the closing of the Acquisition. The agreements each provide that
the employee's responsibilities shall be commensurate with his respective
responsibilities prior to the closing of the Acquisition and that he will hold
such positions to which he may be elected or appointed during the terms of the
agreement. Each agreement also provides for salary and annual incentive
compensation, certain benefits and covenants not to compete.
A&SB has agreed to bear the costs to the Fund of the Acquisition,
including, but not limited to, the cost of preparing, printing and mailing the
proxy materials for the meeting of the Shareholders.
The SoGen Name
The Purchase Agreement provides that A&SB and the Fund can continue to use
the "SoGen" name only in connection with the name of the Fund for a period not
to exceed eighteen months after the closing of the Acquisition. A&SB proposed to
the Board of Directors that the Fund incorporate the "First Eagle" name.
Pursuant to Maryland law, the Board of Directors may change the name of SoGen
Variable Funds, Inc. The Board of Directors agreed that if the Shareholders of
the Company approve the New Advisory Agreement with A&SB Advisers, then the name
of "SoGen Variable Funds, Inc." will be changed to "First Eagle SoGen Variable
Funds, Inc.," effective upon the closing of the Acquisition. The name change
would serve to associate the Fund more closely with A&SB and A&SB Advisers,
which manage and distribute investment companies under the "First Eagle" name.
Subject to the restrictions contained in the Purchase Agreement, A&SB and the
Board of Directors agreed that the "SoGen" name should be used for as long as
possible and to provide a smooth transition to the "First Eagle" name. The new
name of "SoGen Overseas Variable Fund" will be "First Eagle Sogen Overseas
Variable Fund." The name changes are not intended to reflect any changes in the
investment objective or policies of the Fund, which will remain the same as
before the Acquisition.
Description of the Current and New Advisory Agreements
Except for the effective date, the terms of New Advisory Agreement are
largely identical in all material respects to the terms of the Current Advisory
Agreement. The Current Advisory Agreement for the Fund is dated August 16, 1996.
The following is a summary of the Current Advisory Agreement and New Advisory
Agreement for the Fund.
The Current Advisory Agreement for the Fund provides that the investment
adviser is required to provide the Fund with investment research, advice and
supervision, to provide an investment program consistent with the Fund's
prospectus and statement of additional information and to assist the officers of
the Fund in the general conduct of the investment business of the Fund. The
investment adviser is also required to provide office space and clerical
assistance to the Fund. The Fund is responsible for paying its own brokerage,
legal and auditing expenses, taxes or governmental fees, costs of underwriting,
distributing, redeeming and repurchasing its shares, costs of preparing and
distributing reports and notices to shareholders, fees and expenses relating to
distributions and dividends, and transfer agent and custodian expenses.
The Current Advisory Agreement anticipates that the investment adviser may
provide similar services to other accounts and may aggregate similar trades for
the Fund and other clients of the investment adviser. The investment adviser is
not liable under the Agreement for errors of judgment or mistakes of law or for
any loss suffered by the Fund related to the Agreement, except for losses
resulting from the adviser's willful misfeasance, bad faith or gross negligence
or reckless disregard for its duties under the Agreement.
The Current Advisory Agreement is subject to annual review and continuance
in accordance with the 1940 Act, and may be terminated by the investment adviser
or the Fund without penalty on 60 days' written notice. The Current Advisory
Agreement automatically terminates upon "assignment" as defined in the 1940 Act.
Unless sooner terminated, the New Advisory Agreement continues in effect with
regard to the Fund for an initial term ending two years from the date of the
consummation of the Acquisition, and may continue thereafter from year to year
if specifically approved at least annually by vote of "a majority of the
outstanding voting securities" of the Fund, as defined under the 1940 Act, or by
the Board, and, in either event, by a vote of a majority of the Directors who
are not "interested persons," cast in person at a meeting called for such
purpose.
As compensation for its services, the investment adviser receives an
investment management fee payable monthly from the Fund at the annual rate of
0.75% of the average daily value of the Fund's net assets during the month.
The proposed New Advisory Agreement between SoGen Variable Funds, Inc. and
A&SB Advisers contains basically the same provisions as the Current Advisory
Agreement. The fee payable to A&SB Advisers is at the same annual rate. A copy
of the New Advisory Agreement is attached hereto as Exhibit A.
For the fiscal year ended March 31, 1999, the Fund paid investment
advisory fees in the amount of $_____________. For the fiscal year ending March
31, 1998, the Fund paid investment advisory fees in the amount of
$________________. For the fiscal year ending March 31, 1997, the Fund paid
investment advisory fees to SGAM Corp. in the amount of $______________.
Information Concerning A&SB Advisers
A&SB Advisers is registered with the SEC as an investment adviser. A&SB
Advisers currently serves as the investment adviser to the First Eagle Fund of
America and the First Eagle International Fund, each a separate Series of the
First Eagle Funds, a Delaware business trust that is registered as an open-end
investment company with the SEC. The investment management fees for First Eagle
Fund of America and the First Eagle International Fund are paid on a monthly
basis at the annual rate of 1% on the average daily value of the net assets of
First Eagle Fund of America and the First Eagle International Fund. A&SB
Advisers is a wholly owned subsidiary of A&SB which is registered as a
broker-dealer and an investment adviser with the SEC. The address of A&SB, A&SB
Advisers and the officers of A&SB Advisers listed below is 1345 Avenue of the
Americas, New York, NY 10105. The following is a list of the names of the
directors and executive officers of A&SB Advisers. None of these individuals
currently holds any positions with the Fund.
Name and Position with A&SB Advisers Other Principal Positions
Henry H. Arnhold Co-Chairman of the Board, Arnhold and
Director S. Bleichroeder, Inc.; Director,
Arnhold and S. Bleichroeder UK Ltd.;
Director, ASB Securities, Inc.; Director,
Aquila International Fund Ltd.; Trustee,
The New School for Social Research; and
Director, Conservation International.
John P. Arnhold Co-President and Director, Arnhold and
Co-President and Director S. Bleichroeder, Inc.; President, Chief
Executive Officer and Director, Arnhold
and S. Bleichroeder UK Ltd.; Co-President
and Director, ASB Securities, Inc.;
Co-President and Trustee, First Eagle
Funds; Director, Aquila International Fund
Ltd.; and President, Worldvest, Inc.
Stanford S. Warshawsky Co-President, Secretary and Director,
Co-President and Director Arnhold and S. Bleichroeder, Inc.;
Chairman and Director, Arnhold and S.
Bleichroeder UK Ltd.; Co-President and
Director, ASB Securities, Inc.;
Chairman and Trustee, First Eagle
Funds; Director, German-American
Chamber of Commerce.
Stephen M. Kellen Co-Chairman of the Board, Arnhold and
Director S. Bleichroeder, Inc.; Director,
Arnhold and S. Bleichroeder UK Ltd.;
Director ASB Securities, Inc.;
Director, The Carnegie Hall Society;
Trustees Council of The National
Gallery of Art; and Trustee,
WNET/Thirteen.
Gary L. Fuhrman Senior Vice President and Director,
Director Arnhold and S. Bleichroeder, Inc.;
Director, Arnhold and S. Bleichroeder
UK Ltd.; Director, ASB Securities, Inc.
Robert Miller Senior Vice President, Arnhold and S.
Secretary and Treasurer Bleichroeder, Inc.; Director, Arnhold
and S. Bleichroeder UK Ltd.; and
Treasurer and Chief Accounting Officer,
First Eagle Funds.
Robert Bruno Senior Vice President, Arnhold and S.
Vice President Bleichroeder, Inc.; Vice President and
Secretary, First Eagle Funds; and prior to
1997, President and Chief Operating
Officer, Coelho Associates LLC and Senior
Vice President and Chief Administrative
Officer, Schroeder Wertheim Investment
Services, Inc.
Ronald A. Bendelius Senior Vice President, Arnhold and S.
Vice President Bleichroeder, Inc.
William P. Casciani Senior Vice President, Arnhold and S.
Vice President Bleichroeder, Inc.; Vice President and
Secretary, ASB Securities, Inc.; and
Senior Executive Officer, Arnhold and
S. Bleichroeder UK Ltd.
Michael Klemballa Senior Vice President, Arnhold and S.
Vice President Bleichroeder, Inc.; and Vice President,
ASB Securities, Inc.
Allan Langmam Senior Vice President, Treasurer and
Vice President Director, Arnhold and S. Bleichroeder,
Inc.; and Vice President and Treasurer,
ASB Securities, Inc.
Vincent Viglione Senior Vice President, Arnhold and S.
Vice President Bleichroeder, Inc.
A&SB owns all the shares of A&SB Advisers, Inc. On October 20, 1999, the
Board of Directors approved an underwriting agreement between the Company and
A&SB to be effective with the closing of the Acquisition, so that A&SB could
serve as the distributor for the Fund shares and agreed that A&SB could act from
time to time as the broker-dealer for the Fund in executing portfolio
transactions, subject to the requirements of Rule 17e-1 under the 1940 Act.
Board of Directors Recommendation
On October 20, 1999, the Board of Directors of the Company, including a
majority of the Directors who are not parties to the proposed agreement or
"interested persons" (as defined under the 1940 Act) of any such party (the
"Independent Directors"), voted to approve the New Advisory Agreement on behalf
of the Fund and to recommend approval of the New Advisory Agreement to the
shareholders. The Board's deliberations and the reasons for its recommendation
are discussed below.
The Board of Directors of the Company recommends that the shareholders of
the Fund vote in favor of the approval of the New Advisory Agreement.
Board of Directors Evaluation
Prior to the execution of the Purchase Agreement, representatives of
SGAM Corp. advised the Independent Directors of the Fund and their counsel,
by means of a telephone conference call, that SGAM S.A. was contemplating
selling its interest in SGAM Corp. to A&SB. At that time, and in several
subsequent calls, SGAM Corp. representatives described the general proposed
terms of the Acquisition and provided preliminary information regarding A&SB.
On September 24, 1999, at a regularly scheduled Board of Directors
meeting, representatives of SGAM Corp. again discussed the proposed Acquisition.
In addition, at the behest of SGAM Corp., representatives of A&SB attended the
meeting and were introduced to the Board. At that meeting, A&SB representatives
presented to the Board a detailed description of the business of A&SB and
outlined the perceived benefits of the proposed Acquisition to SGAM Corp. and
its investment advisory clients, including the Fund.
On October 8, 1999, representatives of SGAM Corp. advised the
Independent Directors of the Fund that SGAM S.A. had entered into the
Purchase Agreement. At that time, representatives of SGAM Corp. described
the terms of the Purchase Agreement and reiterated the perceived benefits for
SGAM Corp. and for the Fund.
SGAM Corp. and A&SB subsequently furnished to the Independent Directors
additional information regarding the proposed Acquisition, including a copy of
the Purchase Agreement in the form executed and information regarding A&SB. In
addition, the Independent Directors specifically requested detailed information
from SGAM Corp. and A&SB about the proposed Acquisition, the anticipated impact
of the transaction on the Fund and its shareholders, and the plans of A&SB
regarding the future of the Fund. In a series of conference calls and in-person
meetings, the Independent Directors discussed the information provided in
response to their questions among themselves and with representatives of SGAM
Corp. and A&SB. They were assisted in their review of this information by their
independent legal counsel.
The Board was advised that SGAM S.A. and Jean-Marie Eveillard intend to
rely on Section 15(f) of the 1940 Act, which provides a non-exclusive safe
harbor for an investment adviser to a fund or any of the investment adviser's
affiliated persons (as defined under the 1940 Act) to receive an amount or
benefit in connection with a change in control of the investment adviser as long
as two conditions are met. First, for a period of three years after the
transaction, at least 75% of the board members of the fund must not be
"interested persons" of the fund's investment adviser or its predecessor
adviser. Upon consummation of the Acquisition, the Board, assuming the election
of the nominees that you are being asked to elect in "Proposal 2: Election of
Directors," would be in compliance with this condition. Second, an "unfair
burden" must not be imposed upon the fund as a result of the transaction. The
term "unfair burden" means any arrangement during the two-year period after the
transaction whereby the investment adviser, or any interested person of any such
adviser, receives or is entitled to receive any compensation, directly or
indirectly, from the fund or its shareholders (other than fees for bona fide
investment advisory or other services) or from any person in connection with the
purchase or sale of securities or other property to, from or on behalf of the
fund (other than bona fide ordinary compensation as principal underwriter for
the fund). No such compensation arrangements are contemplated in connection with
the Acquisition. A&SB has undertaken to pay the costs of preparing and
distributing proxy materials to, and of holding the meeting of, the Fund's
shareholders as well as other fees and expenses in connection with the
Acquisition, including the fees and expenses of legal counsel to the Fund and
the Independent Directors.
The Independent Directors sought assurances from A&SB that there would be
no diminution in the level of services provided to the Fund after the
Acquisition. A&SB responded that the level of services provided to the Fund
after the Acquisition would in no way be diminished and, as evidence of this,
noted that (i) each of Jean-Marie Eveillard and Charles de Vaulx, who hold
senior positions in the management of the Fund, had each entered into a
long-term employment contract with A&SB effective with the closing of the
Acquisition, (ii) there will be substantial continuity of employment of the
other key persons on the current portfolio management team of the Fund, and
(iii) in managing and administering the Fund, these persons will have access to
the resources of A&SB and its affiliates.
In addition to these areas of inquiry, the Board reviewed the terms of the
New Advisory Agreement. After discussion, the Board concluded that the services
to be provided and the obligations of the Company and A&SB Advisers under the
New Advisory Agreement were not materially different than those under the
Current Advisory Agreement.
The Board, including the Independent Directors, approved the New Advisory
Agreement at a meeting held on October 20, 1999.
The Board believes that the Acquisition is consistent with the best interests of
the shareholders of the Fund and recommends that the shareholders of the Fund
vote "FOR" the approval of the New Advisory Agreement.
Required Vote
Approval of this Proposal requires the affirmative vote of a "majority of
the outstanding voting securities" of the Fund, as described above. The Board
recommends that the shareholders vote in favor of Proposal 1.
PROPOSAL 2: ELECTION OF DIRECTORS
Persons named in the accompanying proxy card intend, in the absence of
contrary instructions, to vote all proxies in favor of the election of the 10
nominees listed below as Nominees for Director of the Company. All nominees have
agreed to stand for election and to serve if elected. If any such nominee should
be unable to serve (an event not now anticipated), the proxies will be voted for
such person, if any, as shall be designated by the Board of Directors to replace
any such nominee. In the event that the proposed Acquisition does not, for any
reason, occur, the current Directors of the Company will continue to serve in
such capacity and constitute the complete Board.
Pursuant to the requirements of the Purchase Agreement and in reliance
upon Section 15(f) of the 1940 Act, at least 75% of the Board must consist of
persons who are not interested persons of either SGAM Corp. or A&SB Advisers for
at least three years after the Acquisition. At a meeting held on October 20,
1999, the Independent Directors, acting as the Fund's nominating committee,
determined that Mr. John P. Arnhold and Mr. Stanford Warshawsky, Co-Presidents
and Directors of A&SB and of A&SB Advisers, should be nominated as "interested"
Directors of the Company. In addition, the Independent Directors met with the
Independent Trustees of the First Eagle Funds, a registered investment company
with two series that is managed by A&SB Advisers. The Independent Directors have
proposed and nominated for election by the Shareholders those individuals who
are currently serving as Independent Trustees of the First Eagle Funds. [Insert
language regarding nomination of additional 2 disinterested directors by the
Independent Directors.]
Information Concerning Nominees
The following table sets forth certain information concerning each of the
nominees for Director of the Company. Unless otherwise noted, each of the
nominees has engaged in the principal occupation listed in the following table
for more than five years, but not necessarily in the same capacity.
<TABLE>
<CAPTION>
Name (Age) Principal Occupation or Employment and Directorships
<S> <C>
*John P. Arnhold (45) Co-President and Director, Arnhold and S.
1345 Avenue of the Bleichroeder Advisers, Inc.; Co-President and
Americas, New York, Director, Arnhold and S. Bleichroeder, Inc.;
NY 10105 President and Director, Arnhold and S. Bleichroeder
UK Ltd.; Co-President and Director, ASB Securities,
Inc.; Director, Aquila International Fund, Ltd.;
President, Worldvest, Inc.; Co-President and Trustee,
First Eagle Funds.
Candace K. Beinecke Managing Partner, Hughes Hubbard & Reed; Director,
(52) Jacob's Pillow Dance Festival, Inc., Historic
One Battery Park Preservation Projects, Inc. and Merce Cunningham
Plaza, New York, NY Dance Foundation, Inc.; Trustee, First Eagle Funds.
10004
Edwin J. Ehrlich (68) President, Ehrlich Capital Management; Director,
2976 Lonni Lane, Pension Fund Trusts--ITT Corp.; Advisory Board Member,
Merrick, NY 11566 Emerging World Investors Limited; Trustee, First
Eagle Funds.
Robert J. Gellert (68) Manager, United Continental Corporation; General
122 East 42nd Street, Partner, Windcrest Partners; Trustee, First Eagle
New York, NY 10168 Funds.
James E. Jordan (54) Private investor; Consultant to The Jordan Company
767 Fifth Avenue, (private investment banking company); until June
New York, NY 10153 1997, President and chief investment officer of The
William Penn Company (a registered investment
adviser); Director, Leucadia National Corporation,
Empire Insurance Company and J.Z. Equity Partners,
Plc. (a British investment trust company); Director,
School of International and Public Affairs of
Columbia University; and Vice Chairman, New York
State Board of The Nature Conservancy; Trustee, First
Eagle Funds.
William M. Kelly (55) Manager, Lingold Association; Independent General
40 Wall Street, Suite Partner, ML Venture Partners I, L.P. and ML Venture
4201, New York, NY Partners II, L.P.; Trustee, New York Foundation;
10005 Treasurer and Trustee, Black Rock Forest
Conservation; Trustee, First Eagle Funds.
Fred J. Meyer (68) Vice Chairman of Omnicom Group, Inc. since 1998; and
437 Madison Avenue, prior thereto, Chief Financial Officer; Director,
New York, NY 10022 Novartis Corporation; Zurich-American Insurance Cos
and Medialink, Inc.; Trustee, National Park Trust;
Director, SoGen Funds, Inc. since [ ] and of
SoGen Variable Funds, Inc. since [ ].
Dominique Raillard President of Act 2 International (consulting) since
(60) July 1995. Executive Vice President of Promodes
15, boulevard (consumer products) - U.S. Companies Division from
Delessert prior to 1994 to 1995; Director of SoGen Funds, Inc.
75016 Paris France since [ ] and of SoGen Variable Funds, Inc.
since [ ].
Nathan Snyder (64) Independent Consultant; Director of SoGen Funds, Inc.
163 Parish Road since [ ] and of SoGen Variable Funds, Inc.
South, New Cannan, CT since [ ].
06840
*Stanford S. Co-President, Secretary and Director, Arnhold and S.
Warshawsky (62) Bleichroeder, Inc.; Co-President and Director,
1345 Avenue of the Arnhold and S. Bleichroeder Advisers, Inc.; Chairman
Americas, New York, and Director, Arnhold and S. Bleichroeder UK Ltd.;
NY 10105 Co-President and Director, ASB Securities, Inc.;
Director, German-American Chamber of Commerce;
Chairman and Trustee, First Eagle Funds.
</TABLE>
- ----------------------------
*Interested person of the Fund as defined in the 1940 Act because of their
positions with A&SB or A&SB Advisers.
The table below sets forth the number of shares of the Fund owned directly
or beneficially by the nominees to the Board of Directors (as well as any
existing Directors) as of October 29, 1999.(1) Nominees or Directors who do not
own any shares have been omitted from the table.
Shares Shares owned by all current
Name Position owned Directors and Officers as a
Group
(1) The information as to beneficial ownership is based on statements
furnished to the Company by each Director and nominee. Unless otherwise
noted, beneficial ownership is based on sole voting and investment power.
Each Director's and nominee's individual share holdings of the Fund
constitutes less than 1/4 of 1% of the shares outstanding of the Fund.
Responsibilities of the Board - Board and Committee Meetings
The Board is responsible for the general oversight of the business of the
Fund. A majority of the members of both the current and proposed Boards are not
"interested" persons of the Fund, within the meaning of the 1940 Act. These
Independent Directors have primary responsibility for assuring that the Fund is
managed in a manner consistent with the best interests of its shareholders.
The Board of Directors meets at least quarterly to review the investment
performance of the Fund and other operational matters, including policies and
procedures designed to assure compliance with applicable regulatory
requirements. At least annually, the Independent Directors review the fees paid
to the Fund's investment adviser and its affiliates for investment advisory
services and other administrative and shareholder services. In connection with
this review, the Directors evaluate the Fund's investment performance, the
quality and efficiency of the various other services provided, costs incurred by
SGAM Corp. and its affiliates, and comparative information regarding fees and
expenses of competitive funds (among other things). They are assisted in this
process by the Fund's independent public accountants (see Proposal 3 below) and
by independent legal counsel selected by the Independent Directors.
During the calendar year ended December 31, 1998, the Board of Directors
met [ ] times.
Audit Committee
The Board has an Audit Committee consisting solely of the Independent
Directors. The Audit Committee reviews with management and the independent
accountants for the Fund, among other things, the scope of the audit and the
controls of the Fund and its agents, reviews and approves in advance the type of
services to be rendered by the independent accountants, recommends the selection
of independent accountants for the Fund to the Board and, in general, considers
and reports to the Board on matters regarding the Fund's accounting and
bookkeeping practices.
During the calendar year ended December 31, 1998, the Audit Committee met
[four] times.
Executive Officers
The following persons are currently Executive Officers of the Company:
Present Office with the Company
Name (Age) Principal (year first became an officer)
Occupation
Jean-Marie [Executive Vice President and Director ([ ])
Eveillard (59) President] of
SGAM Corp.
Philip J. Bafundo Secretary and Vice President, Secretary, and Treasurer
(36) Treasurer of SGAM ([ ])
Corp.
Edwin S. Olsen (59) Vice President of Vice President ([ ])
[SGAM Corp.]
Elizabeth Tobin Senior Vice Vice President ([ ])
(45) President, SGAM
Corp.
Vice President ([ ])
Charles de Vaulx Senior Vice
(37) President, SGAM
Corp.
Compensation of Directors and Officers
The Company pays each of its Independent Directors an annual Director's
fee of $6,000 plus a fee of $1,000 for each Board and committee meeting attended
and compensates him or her for expenses related to Company business. During the
fiscal year ended March 31, 1999, the Board met more frequently than normally
due to organizational issues not in the ordinary course of business and
accordingly the fees paid to the Directors for the year were higher that those
typically paid.
SGAM Corp. supervises the Fund's investments, pays the compensation and
certain expenses of its personnel who serve as Directors and officers of the
Company and receives a management fee for its services. Several of the Company's
officers and Directors are also officers, directors, employees or shareholders
of SGAM Corp. and participate in the fees paid to that firm[, although the
Company makes no direct payments to them other than for reimbursement of travel
expenses in connection with their attendance at Directors' and committee
meetings]. The Company does not provide any compensation in the form of pension
or retirement benefits to any of the Directors.
The following Compensation Table provides in tabular form the following
data:
Column (1) All Directors who receive compensation from the Company.
Column (2) Aggregate compensation received by each Director during the
fiscal year ended March 31, 1999. The number in parentheses indicates the total
number of boards in the fund complex on which the Director served as of March
31, 1999.
Total Compensation
Aggregate Compensation from the Company
Name of Person, Position from the Company and Fund Complex
Fred J. Meyer, Director [$ ] [$ ](2)
Dominique Raillard, Director [$ ] [$ ](2)
Nathan Snyder, Director [$ ] [$ ](2)
Required Vote
Election of each of the listed nominees for Director requires the
affirmative vote of a majority of the votes cast at the Special Meeting in
person or by proxy. The Board recommends that the shareholders vote in favor of
each of the nominees listed in this Proposal 2.
PROPOSAL 3: RATIFICATION OR REJECTION
OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund, including a majority of the
Independent Directors, has selected KPMG LLP to act as independent accountants
for the Company for the Company's current fiscal year ending March 31, 2000.
KPMG LLP are independent accountants and have advised the Company that they have
no direct financial interest or material indirect financial interest in the
Company. One or more representatives of KPMG LLP are expected to be present at
the Special Meeting and will have an opportunity to make a statement if they so
desire. Such representatives are expected to be available to respond to
appropriate questions posed by shareholders or management.
Required Vote
Ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes cast at the Special Meeting in
person or by proxy. The Board recommends that the shareholders vote in favor of
this Proposal 3.
ADDITIONAL INFORMATION
General
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement and all other costs in connection with
the solicitation of proxies will be paid by A&SB (and not by the Company or the
Fund), including any additional solicitation made by letter, telephone or
telegraph. [In addition to solicitation by mail, certain officers and
representatives of the Company, officers and employees of SGAM Corp. and certain
financial services firms and their representatives, who will receive no extra
compensation for their services, may solicit proxies by telephone, telegram or
personally.]
MacKenzie Partners, Incorporated ("MacKenzie") has been engaged to assist
in the solicitation of proxies. As the Special Meeting date approaches, certain
shareholders of the Fund may receive a telephone call from a representative of
MacKenzie if their vote has not yet been received. Authorization to permit
MacKenzie to execute proxies may be obtained by telephonic or electronically
transmitted instructions from shareholders of the Fund. Proxies that are
obtained telephonically will be recorded in accordance with the procedures set
forth below. The Directors believe that these procedures are reasonably designed
to ensure that the identity of the shareholder casting the vote is accurately
determined and that the voting instructions of the shareholder are accurately
determined. The cost of this assistance is expected to be approximately $[ ]
and, as stated above, will not be borne by the Fund or the Company.
In all cases where a telephonic proxy is solicited, the MacKenzie
representative is required to ask for each shareholder's full name, address,
social security or employer identification number, title (if the shareholder is
authorized to act on behalf of an entity, such as a corporation), and the number
of shares owned and to confirm that the shareholder has received the proxy
statement card in the mail. If the information solicited agrees with the
information provided to MacKenzie, then the MacKenzie representative has the
responsibility to explain the process, read the proposals listed on the proxy
card, and ask for the shareholder's instructions on each proposal. The MacKenzie
representative, although he or she is permitted to answer questions about the
process, is not permitted to recommend to the shareholder how to vote, other
than to read any recommendation set forth in the proxy statement. MacKenzie will
record the shareholder's instructions on the card. Within 72 hours, MacKenzie
will send the shareholder a letter or mailgram to confirm his or her vote and
asking the shareholder to call MacKenzie immediately if his or her instructions
are not correctly reflected in the confirmation.
If the shareholder wishes to participate in the Special Meeting, but does
not wish to give his or her proxy by telephone, the shareholder may still submit
the proxy card originally sent with the proxy statement or attend in person.
Should shareholders require additional information regarding the proxy or
replacement proxy cards, they may contact MacKenzie toll-free at (800) [ ]. Any
proxy given by a shareholder, whether in writing or by telephone, is revocable.
Proposals of Shareholders
Shareholders wishing to submit proposals for inclusion in a proxy
statement for a shareholder meeting subsequent to the Special Meeting, if any,
should send their written proposals to the Secretary of the Company, 1221 Avenue
of the Americas, New York, New York 10020, within a reasonable time before the
solicitation of proxies for such meeting. Pursuant to its bylaws, the Company
does not generally, and has no present intention to, hold annual meetings of
shareholders. The timely submission of a proposal does not guarantee its
inclusion.
Other Matters to Come Before the Special Meeting
The Board of Directors is not aware of any matters that will be presented
for action at the Special Meeting other than the matters set forth herein.
Should any other matters requiring a vote of shareholders arise, the proxy in
the accompanying form will confer upon the person or persons entitled to vote
the shares represented by such proxy the discretionary authority to vote the
shares as to any such other matters in accordance with their best judgment in
the interest of the Fund.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Directors,
Philip J. Bafundo
Secretary
<PAGE>
Exhibit A
FIRST EAGLE SOGEN VARIABLE FUNDS, INC.
1221 Avenue of the Americas, 8th Floor
New York, New York 10020
December __, 1999
Arnhold and S. Bleichroeder Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
Investment Advisory Contract
Dear Sirs:
First Eagle SoGen Variable Funds, Inc., (the "Company"), a Maryland
corporation consisting of one portfolio, First Eagle SoGen Overseas Variable
Fund (the "Fund"), is engaged in the business of an investment company. The
Company's Board of Directors has selected you to act as the investment adviser
of the Company, as more fully set forth below, and you are willing to act as
such investment adviser and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Company agrees with you as
follows:
1. Delivery of Corporate Documents. The Company has furnished you with
copies properly certified or authenticated of each of the following:
(a) Articles of Incorporation of the Company.
(b) By-Laws of the Company as in effect on the date hereof.
(c) Resolutions of the Board of Directors of the Company selecting you
as investment adviser and approving the form of this Agreement.
The Company will furnish you from time to time with copies properly certified or
authenticated, of any amendments of or supplements to the foregoing, if any.
2. Advisory Services. You will regularly provide the Company with
investment research, advice and supervision and will furnish continuously an
investment program for the Company's Portfolio consistent with the Fund's
investment objective, policies and restrictions set forth in the Company's
Registration Statement under the Securities Act of 1933, as amended (the
"Registration Statement") , and the current prospectus and statement of
additional information included therein (the "Prospectus"). You will recommend
what securities shall be purchased for the Fund, what portfolio securities shall
be sold by the Fund, and what portion of the Fund's assets shall be held
uninvested, subject always to such investment objectives, policies and
restrictions and to the provisions of the Company's Articles of Incorporation,
By-Laws, Statement of Rules, and the requirements of the Investment Company Act
of 1940, as amended (the " 1940 Act"), as each of the same shall be from time to
time in effect. You shall advise and assist the officers of the Company in
taking such steps as are necessary or appropriate to carry out the decisions of
its Board of Directors and any appropriate committees of such Board regarding
the foregoing matters and general conduct of the investment business of the
Company.
3. Allocation of Charges and Expenses. You will pay the compensation and
expenses of all officers of the Company and will furnish, without expense to the
Company, the services of such of your officers and employees as may duly be
elected officers or directors of the Company, subject to their individual
consent to serve and to any limitations imposed by law. You will pay the
Company's office rent and ordinary office expenses and will provide investment,
advisory, research and statistical facilities and all clerical services relating
to research, statistical and investment work. (It is understood that the
foregoing provision does not obligate you to pay for the maintenance of the
Company's general ledger and securities cost ledger or for daily pricing of the
Company's securities, but that it does obligate you, without expense to the
Company, to oversee the provision of such services by the Company's agent.) You
will not be required hereunder to pay any expenses of the Company other than
those above enumerated in this paragraph 3. In particular, but without limiting
the generality of the foregoing, you will not be required to pay hereunder:
brokers' commissions; legal or auditing expenses; taxes or governmental fees;
any direct expenses of issue, sale, underwriting, distribution, redemption or
repurchase of the Company's shares; the expenses of registering or qualifying
securities for sale; the cost of preparing and distributing reports and notices
to stockholders; the fees or disbursements of dividend, disbursing, shareholder,
transfer or other agent; or the fees or disbursements of custodians of the
Company's assets.
4. Compensation of the Adviser. For all services to be rendered and
payments made as provided in paragraphs 2 and 3 hereof, you will receive a
monthly fee after the last day of each month, in accordance with Schedule A
attached hereto.
If this Agreement is terminated with respect to the Fund as of any day not
the last day of a month, the Fund's fee shall be paid as promptly as possible
after such date of termination. If this Agreement shall be effective for less
than the whole of any month, such fee shall be based on the average daily value
of the net assets of the Fund in the part of the month for which this Agreement
shall be effective and shall be that proportion of such fee as the number of
business days (days on which the New York Stock Exchange is open all or part of
the day for unrestricted trading) in such period bears to the number of business
days in such month. The average daily value of the net assets of the Fund shall
in all cases be based only on business days for the period or month and shall be
computed in accordance with applicable provisions of the Articles of
Incorporation of the Company.
5. Purchase and Sale of Securities. You shall purchase securities from or
through and sell securities to or through such persons, brokers or dealers
(including any of your affiliates) as you shall deem appropriate in order to
carry out the Company's brokerage policy as set forth from time to time in the
Registration Statement and Prospectus, or as the Board of Directors of the
Company may require from time to time. You acknowledge that you will comply with
all applicable provisions of the 1940 Act, Investment Advisers Act of 1940, as
amended (the "Investment Advisers Act") and the Securities Exchange Act of 1934,
as amended, including without limitation the provisions of Section 28(e)
thereof, with respect to the allocation of portfolio transactions. When
purchasing securities from or through, and selling securities to or through, any
such persons, brokers or dealers that may be affiliated with you, you shall
comply with all applicable provisions of the 1940 Act, including without
limitation Section 17 thereof and the rules and regulations thereunder, and
Section 206 of the Investment Advisers Act and the rules and regulations
thereunder.
Nothing herein shall prohibit the Board of Directors of the Company from
approving the payment by the Company of additional compensation to others for
consulting services, supplemental research and security and economic analysis.
6. Services to Other Accounts. The Company understands that you and
your affiliates now act, will continue to act, and may in the future act as
investment adviser to fiduciary and other managed accounts, and the Company has
no objection to you and your affiliates so acting, provided that whenever the
Fund and one or more other accounts advised by you (the "Managed Accounts") are
prepared to purchase, or desire to sell, the same security, available
investments or opportunities for sales will be allocated in a manner that is
equitable to each entity. In such situations, you may place orders for a Fund
and each Managed Account simultaneously, and if all such orders are not filled
at the same price, you may cause the Fund and each Managed Account to pay or
receive the average of the prices at which the orders were filled for the Fund
and all Managed Accounts. If all such orders cannot be executed fully under
prevailing market conditions, you may allocate the traded securities between the
Fund and the Managed Accounts in a manner you consider appropriate, taking into
account the size of the order placed for the Fund and each such Managed Account
and, in the event of a sale, the size of the pre-sale position of the Fund and
each such Managed Account, as well as any other factors you deem relevant. The
Company recognizes that in some cases this procedure may affect adversely the
price paid or received by the Fund or the size of the position purchased or sold
by the Fund. In addition, the Company understands that the persons employed by
you to provide service to the Company in connection with the performance of your
duties under this Agreement will not devote their full time to that service.
Moreover, nothing contained in this Agreement will be deemed to limit or
restrict your right or the right of any of your affiliates to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature including serving as investment adviser to, or employee, officer,
director or trustee of, other investment companies.
7. Avoidance of Inconsistent Position. If any occasion should arise in
which you give any advice to clients of yours concerning the shares of the
Company, you will act solely as investment counsel for such clients and not in
any way on behalf of the Company. In connection with purchases or sales of
portfolio securities for the account of the Fund, neither you nor any of your
directors, officers or employees will act as a principal.
8. Limitation of Liability of Adviser. You shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Company in
connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on your part
in the performance of your duties or from reckless disregard by you of your
obligations and duties under this Agreement.
9. Use of Name. If you cease to act as the Company's investment adviser,
or, in any event, if you so request in writing, the Company agrees to take all
necessary action to change the name of the Company and the Fund to a name not
including the term "First Eagle". You may from time to time make available
without charge to the Company for its use such marks or symbols not owned by
you, including the logo in the form of a stylized globe or marks or symbols
containing the term "First Eagle" or any variation thereof, as you may consider
appropriate. Any such marks or symbols so made available will remain your
property and you shall have the right, upon notice in writing, to require the
Company to cease the use of such mark or symbol at any time.
10. Duration and Termination of this Agreement. This Agreement shall
remain in force until December __, 2001, and from year to year thereafter with
respect to the Fund, but only so long as such continuance is specifically
approved at least annually by the Board of Directors of the Company with respect
to the Fund or by vote of a majority of the outstanding voting securities of the
Fund. In addition, the Company may not renew or perform this Agreement unless
the terms thereof and any renewal thereof have been approved with respect to the
Fund by the vote of a majority of directors of the Company who are not
interested persons of you or of the Company cast in person at a meeting called
for the purpose of voting on such approval. This Agreement may, on 60 days'
written notice, be terminated with respect to the Fund at any time without the
payment of any penalty, by the Board of Directors of the Company, by vote of a
majority of the outstanding voting securities of the Company, or by you. This
Agreement shall automatically terminate in the event of its assignment. In
interpreting the provisions of this paragraph, the definitions contained in
Section 2(a) of the 1940 Act, as amended, and any Rules thereunder (particularly
the definitions of "interested person", "assignment", "voting security" and
"vote of a majority of the outstanding voting securities") shall be applied.
11. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the "party" against which enforcement of the change, waiver,
discharge or termination is sought.
12. Notices. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, to you or to the Company at 1221 Avenue of the
Americas, 8th Floor, New York, New York 10020.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon, either of the parties to do anything in violation of
any applicable laws or regulations.
14. Captions; Counterparts. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Company, whereupon this letter shall become a binding
contract.
Yours very truly,
FIRST EAGLE SOGEN VARIABLE FUNDS, INC.
By:
Name:
Title:
The foregoing Agreement is hereby accepted.
ARNHOLD AND S. BLEICHROEDER ADVISERS, INC.
By:
Name:
Title:
<PAGE>
SCHEDULE A
FIRST EAGLE SOGEN VARIABLE FUNDS, INC.
Pursuant to Section 4 of the investment advisory agreement between the First
Eagle SoGen Variable Funds, Inc. and Arnhold and S. Bleichroeder, Inc. ("A&SB
Advisers"), the parties agree that A&SB Advisers shall be paid on a monthly
basis an investment advisory fee at the annual rate for the Fund as set forth
below:
First Eagle SoGen Overseas Variable Fund: 0.75 of 1% of the average
daily value of the
First Eagle SoGen Overseas Fund's
net
assets
IN WITNESS WHEREOF, the undersigned have approved this schedule effective as of
the ___ day of ____________, 1999.
FIRST EAGLE SOGEN VARIABLE FUNDS, INC.
By:
Name:
Title:
ARNHOLD AND S. BLEICHROEDER ADVISERS, INC.
By:
Name:
Title:
<PAGE>
SOGEN VARIABLE FUNDS, INC.
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Special Meeting of Shareholders - December 22, 1999
The undersigned hereby appoints Jean-Marie Eveillard and Philip J.
Bafundo, and each of them, the proxies of the undersigned, with the power of
substitution to each of them, to vote all shares of Sogen Overseas Variable Fund
(the "Fund"), a series of SoGen Variable Funds, Inc. (the "Company") which the
undersigned is entitled to vote at the Special Meeting of Shareholders of the
Company to be held at the offices of the Company, 1221 Avenue of the Americas,
8th Floor, New York, New York 10020, on Friday, December 22, 1999 at 3:00 p.m.,
and at any adjournments and postponements thereof (the "Special Meeting").
Unless otherwise specified in the squares provided, the undersigned's
vote will be cast FOR each numbered item below.
The Directors of the Company recommend that you vote FOR the proposal set
forth below.
1. To approve a new advisory agreement between Arnhold and S. Bleichroeder
Advisers, Inc. and the Company on behalf of the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To elect Directors.
John P. Arnhold Candace K. Beinecke Edwin J. Ehrlich
Robert J. Gellert James. E. Jordan William M. Kelly
Fred J. Meyer Dominique Raillard Nathan Snyder
Stanford S. Warshawsky
To withhold authority to vote for any individual nominee, strike through
that nominee's name as listed above.
[ ] FOR all nominees [ ] WITHHOLD [ ] ABSTAIN
listed in the proxy AUTHORITY to
statement (except as vote for all
marked to the contrary nominees listed in
above). the Proxy Statement.
3. To ratify the selection of KPMG LLP as the independent accountants for the
Fund for the Fund's current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly be presented at the Special Meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued and to be signed on the other side.)
<PAGE>
(Continued from other side.)
Every properly signed proxy will be voted in the manner specified hereon and, in
the absence of specification, will be treated as GRANTING authority to vote FOR
the Proposal.
Please sign exactly as you name or names
appear. When signing as attorney, executor,
administrator, trustee or guardian, please
give your full title as such.
-----------------------------------------------
(Signature of Shareholder)
-----------------------------------------------
(Signature of joint owner, if any)
Dated, ______________________________,
1999
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED