FIRST EAGLE TRUST, 485BPOS, 1999-03-01

FIRST EAGLE TRUST
485BPOS, 1999-03-01

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 1999
REGISTRATION NO. 033-10675 AND 811-04935

________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 18 [x]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
AMENDMENT NO. 21 [x]
------------------------

FIRST EAGLE FUNDS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Formerly known as FIRST EAGLE TRUST
------------------------

1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(212) 698-3000
------------------------

ROBERT BRUNO
ARNHOLD AND S. BLEICHROEDER, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
(NAME AND ADDRESS OF AGENT FOR SERVICE)
------------------------

COPY TO:
PAUL S. SCHREIBER, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
------------------------

It is proposed that this filing will become effective (check appropriate
box):

[ ] immediately upon filing pursuant to paragraph (b);
[x] on March 1, 1999 pursuant to paragraph (b);
[ ] 60 days after filing pursuant to paragraph (a)(i);
[ ] on (date) pursuant to paragraph (a)(i);
[ ] 75 days after filing pursuant to paragraph (a)(ii);
[ ] on (date) pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
------------------------

PURSUANT TO RULE 24f-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, REGISTRANT
HAS PREVIOUSLY REGISTERED AN INDEFINITE NUMBER OF SHARES OF ITS COMMON STOCK,
PAR VALUE $.01 PER SHARE. THE REGISTRANT LAST FILED A RULE 24f-2 NOTICE ON
JANUARY 11, 1999.

________________________________________________________________________________

<PAGE>

[LOGO]

FIRST EAGLE FUNDS

FIRST EAGLE FUND OF AMERICA
FIRST EAGLE INTERNATIONAL FUND

PROSPECTUS
MARCH 1, 1999

Like all mutual funds, these securities have not been approved or
disapproved by the Securities and Exchange Commission nor has the SEC
passed on the accuracy of this prospectus. It is a federal offense to
claim otherwise.

[LOGO]

<PAGE>
<PAGE>
Welcome to First Eagle Funds (the Funds), managed by Arnhold and S.
Bleichroeder Advisers, Inc. (the Adviser), a wholly owned subsidiary
of Arnhold and S. Bleichroeder, Inc. When you read this prospectus you
will learn more about our Funds: the U.S. equity fund, First Eagle
Fund of America and the international equity fund, First Eagle
International Fund. Each Fund offers three classes of shares: a
no-load class Y, a level-load class C, and a front-end load class A.

Before you invest in a mutual fund, you need to know that all mutual
funds have common attributes:

Shares of the mutual fund can rise or fall in value.

You could make money or lose money.

There is no guarantee that a fund will achieve its
investment objective.

This prospectus tells you about our Funds. We urge you to read it very
carefully before you decide to invest and ask that you keep it for
future reference.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
------
<S> <C>
The Funds 2
About First Eagle Fund of America 2
Objective and Approach 2
Related Risks 3
The Fund's Performance 4
The Fund's Fees and Expenses 6
About First Eagle International Fund 8
Objective and Approach 8
Related Risks 9
The Fund's Performance 10
The Fund's Fees and Expenses 12
Our Management Team 14
The Adviser 14
The Portfolio Managers 15
Distribution and Shareholder Services Expenses 16
About Your Investment 17
Choosing a Share Class 17
Purchasing No-load Class Y Shares 17
Purchasing Level-load Class C Shares 17
Purchasing Front-end Load Class A Shares 18
How to Purchase Shares 19
Where to Send Your Application 19
Our Automatic Investment Plan 20
How Fund Share Prices Are Calculated 20
Once You Become a Shareholder 21
Exchanging Your Shares 21
Selling Your Shares 21
How to Sell 21
Receiving Dividends and Distributions 24
Information on Dividends, Distributions and Taxes 25
General Information 25
Federal Taxes 25
Additional Information 25
Financial Highlights 27
Useful Shareholder Information (Back Cover)

</TABLE>

THE FUNDS

Let us tell you about the Funds.

ABOUT FIRST EAGLE FUND OF AMERICA
OUR U.S. EQUITY FUND

OBJECTIVE AND APPROACH

The investment objective of First Eagle Fund of America is capital
appreciation. To achieve its objective, the Fund primarily invests in
U.S. equities. At least 65% of the assets are U.S. equity securities,
including common stocks, preferred stocks, convertible securities and
warrants. Although no change is anticipated, the Fund's investment
objective can be changed without shareholder approval. If ever a
change is made, it will be done in the best interest of our
shareholders.

The Adviser uses a bottom-up, event-driven approach to choose stocks
that it believes are undervalued and should perform well. The approach
looks at companies from the perspective of total enterprise value, as
if buying the whole company. In a bottom-up approach, companies and
securities are researched and chosen individually.

Investing in stocks is actually owning part of a business. The Adviser
uses this principle of ownership to guide the selection of stocks for
the Fund.

- -------------------------------------
In an event-driven approach, the Adviser looks for companies that
appear to be undervalued in relation to their potential value in light
of positive corporate changes. Signals of corporate change can be
management changes, large share repurchases, potential acquisitions or
mergers. If changes are successful, these companies should realize a
rise in the stock price.
- -------------------------------------

The Adviser invests in the securities of companies that it believes
are undervalued relative to their overall financial and managerial
strength. By careful selection, the Adviser believes that the Fund may
have less exposure to loss.

RELATED RISKS

Investing in First Eagle Fund of America involves various risks.

NON-DIVERSIFICATION RISK

First Eagle Fund of America is a non-diversified mutual fund. As such,
an investment in First Eagle Fund of America may expose your money to
greater risks than if you invest in a diversified fund. Because the
Fund may invest in a limited number of companies and industries, gains
or losses in a particular security may have a greater impact on its
share price.

MARKET RISK

In general, a fund's share price moves up and down over the short term
in reaction to stock market movements. This means that an investor
could lose money over short periods, and perhaps over longer periods
during extended market downturns.

EVENT-DRIVEN STYLE RISK

The event-driven investment style used by the Fund carries the
additional risk that the event anticipated occurs later than expected,
does not occur at all, or does not have the desired effect on the
market price of the securities.

<PAGE>

THE FUND'S PERFORMANCE

Many factors affect a fund's performance. The following bar chart and
table illustrate the potential risks of investing in the no-load class
Y shares of First Eagle Fund of America. It shows changes in the
Fund's performance from year to year for the last ten years.

CALENDAR YEAR TOTAL RETURNS CHART

FIRST EAGLE FUND OF AMERICA

YEAR (NUMBERS ARE IN PERCENTAGES)

For the periods presented in the bar chart above, here is some
additional return information.

<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------
Best Quarter 16.82% First Quarter 1998

Worst Quarter (13.84)% Third Quarter 1998
- --------------------------------------------------------------------------------
</TABLE>

The following table illustrates how the Fund's average annual returns
for different calendar periods compare to the return of the Standard &
Poor's 500 Stock Index and the Russell Mid Cap Value Index. The
Standard & Poor's 500 Stock Index is a widely recognized unmanaged
index of the stocks of 500 U.S. companies. The Russell Mid Cap Value
Index is an unmanaged index consisting of approximately 572 companies
as of 12/31/98, with an average capitalization of $3.7 billion. The
figures in the table assume that you sold your shares at the end of
each period.

AVERAGE ANNUAL TOTAL RETURN COMPARISONS TABLE

AS OF DECEMBER 31, 1998

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 Year 5 Years 10 Years Since inception*
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
First Eagle Fund of
America --
No-load
class Y shares 20.99% 21.90% 17.99% 16.96%

Standard & Poor's
500 Stock Index 28.57% 24.05% 19.19% 16.25%

Russell Mid Cap
Value Index 5.09% 17.53% 16.18% 14.05%
- --------------------------------------------------------------------------------
</TABLE>
* No-load Class Y shares commenced operations in April 1987. Class Y is
the only class shown because neither level-load class C nor front-end load
class A has been offering shares for more than one year, as of December 31,
1998.

Both the bar chart and table assume reinvestment of dividends and
distributions. As with all mutual funds, past performance is not
an indication of future performance.

THE FUND'S FEES AND EXPENSES

The following table describes the fees and expenses you may pay if you
buy and hold shares of First Eagle Fund of America. The Fund offers
three classes of shares: a no-load class Y, a level-load class C, and
a front-end load class A. The difference between the share classes
goes beyond sales charges. The charges and fees you pay for all three
classes affect the returns of your investment.

Shareholder fees are paid directly from your investment. Operating
expenses are paid from First Eagle Fund of America's assets and are
paid by shareholders indirectly. The expenses in the table below are
based on figures from the fiscal year ended October 31, 1998.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Front-end
No-load Level-load load
Class Y C A
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
SHAREHOLDER FEES

Maximum sales charge (load)
on purchases as a percentage
of offering price None None 5.00%

Maximum deferred sales charge
(load) as a percentage of
the lesser of your purchase
or redemption price None 1.25% None

Redemption fee None None None

Exchange fee None None None

ANNUAL OPERATING EXPENSES

Management fees 1.00% 1.00% 1.00%

Distribution (12b-1) fees None 0.75% 0.25%

Service fees 0.25% 0.25% 0.25%

Other expenses* 0.25% 0.25% 0.25%
----- ----- -----
Total annual operating expenses 1.50% 2.25% 1.75%
- --------------------------------------------------------------------------------
</TABLE>

* Other expenses are allocated on a pro rata basis. The numbers shown
are based on the expense experience of no-load class Y for fiscal
1998, which was the only class in existence for the entire year.

EXAMPLE

This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. This
hypothetical example shows what your expenses would be if you invested
$10,000 over the time periods indicated. We assume that you reinvest
all distributions, that the average annual return is 5%, and that
operating expenses remain the same. The example does not represent
First Eagle Fund of America's actual past or future expenses and
returns.

You would pay the following expenses if you sold your shares at the
end of the following periods:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
No-Load
class Y shares $153 $ 474 $ 818 $1,791

Level-load
class C shares $353 $ 703 $1,205 $2,585

Front-end load
class A shares $669 $1,024 $1,401 $2,459
- --------------------------------------------------------------------------------
</TABLE>

Since only level-load class C shares have a one year contingent
deferred sales charge, you would pay the following expenses if you did
not sell your level-load class C shares at the end of the following
periods:

ABOUT FIRST EAGLE INTERNATIONAL FUND
OUR INTERNATIONAL EQUITY FUND

OBJECTIVE AND APPROACH

The investment objective of First Eagle International Fund is capital
appreciation. To achieve its objective, the Fund invests at least 65%
of its assets in equity securities issued by non-U.S. companies from
at least three different countries. Equity securities include common
stocks, preferred stocks, convertible securities, and warrants.
Although no change is anticipated, the Fund's investment objective can
be changed without shareholder approval. If ever a change is made, it
will be done in the best interest of our shareholders.

The Adviser uses a bottom-up approach to stock selection. Through
in-depth research, we seek to find sound companies and investment
opportunities wherever they exist, regardless of national boundaries.
Consideration is given to companies with a wide range of market
capitalizations. We seek to find value before the marketplace
recognizes it by applying a business owner's approach to valuation.

Investing in stocks is actually owning part of a business. The Adviser
uses this principle of ownership to guide the selection of stocks for
the Fund. The Adviser invests in companies that it believes are
undervalued relative to the issuing company's overall financial and
managerial strength. By careful selection, the Adviser believes that
the Fund may have less exposure to loss.

First Eagle International Fund may invest to a lesser extent in
currency forwards and futures contracts to manage the risks of local
currency fluctuations. The Fund generally uses these contracts to fix
the U.S. dollar

- -------------------------------------
In a bottom-up approach, securities are researched and chosen
individually.
- -------------------------------------

value of a security that it has agreed to buy or sell. The contracts
are also used to hedge the U.S. dollar value of foreign securities
already owned, particularly if the Fund expects a decline in the value
of the foreign currency.

RELATED RISKS

Investing in First Eagle International Fund involves various risks.

FOREIGN EQUITY SECURITIES RISK

Investing in non-U.S. equity securities involves special risks
including currency exchange rate fluctuation, revaluation of
currencies, and different financial disclosure practices. In addition,
non-U.S. markets are generally less developed than the U.S. market.
Share price volatility may be greater due to political, economic, or
market instability.

NON-DIVERSIFICATION RISK

First Eagle International Fund is a non-diversified mutual fund. As
such, an investment in First Eagle International Fund may expose your
money to greater risks than if you invest in a diversified fund.
Because the Fund may invest in a limited number of companies and
industries, gains or losses in a particular security may have a
greater impact on its share price.

MARKET RISK

CURRENCY FORWARDS AND FUTURES RISK

First Eagle International Fund may invest to a lesser extent in
currency forwards and futures to manage the risks of local currency
fluctuations. The success of these strategies depends upon the
Adviser's ability to predict future exchange rate differences between
foreign currencies and the U.S. dollar.

THE FUND'S PERFORMANCE

Many factors affect a fund's performance. The following bar chart and
table illustrate the potential risks of investing in no-load Class Y
shares of First Eagle International Fund only. It shows changes in the
Fund's performance from year to year since its first full year of
performance.

CALENDAR YEAR TOTAL RETURNS CHART

FIRST EAGLE INTERNATIONAL FUND

YEAR (NUMBERS ARE IN PERCENTAGES)

<S> <C>
95 11.63
96 15.92
97 9.26
98 12.95

</TABLE>

For the periods presented in the bar chart above, here is some
additional return information.

- --------------------------------------------------------------------------------
Best Quarter 22.72% First Quarter 1998

Worst Quarter (20.81)% Third Quarter 1998
- --------------------------------------------------------------------------------

</TABLE>

The following table illustrates how the Fund's average annual returns
for different calendar periods compare to the return of the Morgan
Stanley Capital International (MSCI) EAFE Index and the MSCI World
Ex-USA. The MSCI EAFE Index is a widely followed unmanaged group of
stocks from 20 international markets. The MSCI World Ex-USA is a
widely followed unmanaged group of stocks from 21 international
markets. The figures in the table assume that you sold your shares at
the end of each period.

AVERAGE ANNUAL TOTAL RETURN COMPARISONS TABLE

AS OF DECEMBER 31, 1998

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1 Year Since inception*
- --------------------------------------------------------------------------------
<S> <C> <C>
First Eagle International Fund --
No-load class Y shares 12.95% 10.13%

MSCI EAFE Index 20.00% 8.93%

MSCI World Ex-USA 19.76% 9.00%
- --------------------------------------------------------------------------------
</TABLE>
* No-load class Y shares commenced operations in April 1994. Class Y is
the only class shown because neither level-load class C nor front-end load
class A has been offering shares for more than one year, as of December 31,
1998.

Both the bar chart and table assume reinvestment of dividends and
distributions. As with all mutual funds, past performance is not an
indication of future performance.

<PAGE>
<PAGE>
THE FUND'S FEES AND EXPENSES

The following table describes the fees and expenses you may pay if you
buy and hold shares of First Eagle International Fund. The Fund
offers three classes of shares: a no-load class Y, a level-load class
C, and a front-end load class A. The difference between the share
classes goes beyond sales charges. The charges and fees you pay for
all three classes affect the returns of your investment.

Shareholder fees are paid directly from your investment. Operating
expenses are paid from First Eagle International Fund's assets and are
paid by shareholders indirectly. The expenses in the table below are
based on figures from the fiscal year ended October 31, 1998.

Maximum sales charge (load)
on purchases as a percentage
of offering price None None None

Maximum deferred sales charge
(load) as a percentage of
the lesser of your purchase
or redemption price None None None

Redemption fee (as a percentage
of the lesser of your purchase
price or the amount redeemed
within 30 days of purchase) 2.00% 2.00% 2.00%

Exchange fee None None None

ANNUAL OPERATING EXPENSES

Management fees 1.00% 1.00% 1.00%

Distribution (12b-1) fees None 0.75% 0.25%

Service fees 0.25% 0.25% 0.25%

Other expenses* 1.17% 1.17% 1.17%
----- ----- -----
Total annual operating expenses 2.42% 3.17% 2.67%
- --------------------------------------------------------------------------------
</TABLE>

* Other expenses are allocated on a pro rata basis. The numbers shown are
based on the expense experience of no-load class Y for fiscal 1998,
which was the only class in existence for the entire year.

EXAMPLE

This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The
hypothetical example shows what your expenses would be if you invested
$10,000 over the time periods indicated. We assume that you reinvest
all distributions, that the average annual return is 5%, and that
operating expenses remain the same. The example does not represent
First Eagle International Fund's actual past or future expenses and
returns.

You would pay the following expenses if you sold your shares at the
end of the following periods:

Level-load
class C shares $445 $ 977 $1,659 $3,476

Front-end load
class A shares $757 $1,288 $1,844 $3,353
- --------------------------------------------------------------------------------
</TABLE>

OUR MANAGEMENT TEAM

THE ADVISER

The Adviser of First Eagle Funds is Arnhold and S. Bleichroeder
Advisers, Inc., a wholly owned subsidiary of Arnhold and S.
Bleichroeder, Inc. (ASB). ASB is the successor firm to two German
banking houses -- Gebr. Arnhold founded in Dresden in 1864 and S.
Bleichroeder founded in Berlin in 1803. The firm moved to New York
City in 1937 and conducts its activities under the current name of
Arnhold and S. Bleichroeder, Inc. ASB has used its experience and
worldwide contacts to provide asset management, global securities
research and trading, and investment banking services to institutional
clients throughout the world.

Over the years, we have always pursued superior investment
opportunities for our clients. Our goal in managing the First Eagle
Funds is to provide our fellow investors with quality long-term
returns. But these returns do not come easily. We put all of our
energy into serving investors who desire long-term growth instead of
those who desire a quick gain. Essentially, we believe that the
results of our investment style will encourage you to keep investing
with us through the years.

Our philosophy is quite simple. We base our investment decisions on a
few basic principles:

The best way to manage risk is company by
company. Investing in fundamentally sound
companies should reduce investment risks and
should lead to the potential for
superior returns.

Valuation is only half of the story. We look for companies that
we perceive to be undervalued and that have the potential to
grow in the future.

We think like business owners. Instead of concentrating on the
earnings (price to earnings ratio) of a company, we scrutinize
the whole company and examine its cash flow as though we were
actually buying the business.

These simple guiding principles have led to the past success of our
Funds and the past success of our shareholders. Nothing is possible,
though, without tireless research. Our company continues research long
after we make our initial investment. We continually search for the
best opportunities and select what we believe to be the most promising
companies.

The Adviser is responsible for the continuous supervision and
management of the Funds under the direction of the Board of Trustees.
Each Fund pays the Adviser a monthly fee at the annual rate of 1.00%
of its average daily net assets for its advisory services.

THE PORTFOLIO MANAGERS

Harold J. Levy has been portfolio manager of First Eagle Fund of
America since its inception in April 1987, and David L. Cohen has been
portfolio manager of First Eagle Fund of America since 1989. Mr. Levy
and Mr. Cohen are also the principal owners of Iridian Asset
Management LLC, which they formed in November 1995. ASB owns 27.5% of
Iridian. Mr. Levy began his career at ASB in 1985, and Mr. Cohen began
his career at ASB in 1989. Currently, they are employed by the Adviser
to serve as co-portfolio managers for First Eagle Fund of America.

Arthur F. Lerner has been the portfolio manager of First Eagle
International Fund since its inception in April 1994. He is a Senior
Vice President of Arnhold and S. Bleichroeder, Inc. and has been with
the firm since 1969.

DISTRIBUTION AND SHAREHOLDER
SERVICES EXPENSES

Arnhold and S. Bleichroeder, Inc. is the distributor of the Funds. For
providing shareholder and administrative services, ASB receives a
service fee as compensation.

To pay for the cost of promoting the Funds and servicing your
shareholder account, level-load class C and front-end load class A
shares of the Funds have adopted a Rule 12b-1 plan which requires fees
to be paid out of the assets of each class. Over time, the fees will
increase your cost of investing and may cost you more than paying
other types of sales charges. Other broker-dealers who sell the Funds'
shares may receive a portion of this fee as compensation for services
they provide. The following table shows the distribution and service
fees associated with investing in each class of shares.

FIRST EAGLE FUND OF AMERICA AND

FIRST EAGLE INTERNATIONAL FUND

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Distribution Fee (12b-1) Service Fee
- --------------------------------------------------------------------------------
<S> <C> <C>
No-load class Y None 0.25%

Level-load class C 0.75% 0.25%

Front-end load class A 0.25% 0.25%
- --------------------------------------------------------------------------------
</TABLE>

ABOUT YOUR INVESTMENT

Investing well requires a plan. Whether you invest on your own or use
the services of a financial professional, you should create a strategy
that will best meet your financial goals over the longer term.

CHOOSING A SHARE CLASS

The following section describes the share classes in greater detail.
Please read it carefully to decide which class is best for you.

PURCHASING NO-LOAD CLASS Y SHARES

IF YOU INVEST ON YOUR OWN OR SEEK PROFESSIONAL GUIDANCE

You can purchase no-load class Y shares directly from us or through an
investment professional. An investment professional can purchase class
Y shares for you, and you may have to pay a fee to compensate the
professional if you choose to seek advice. Our class Y shares have no
sales charges or distribution fees, but do have an annual 0.25%
service fee. We issue your shares at net asset value after we receive
your initial investment and completed application. Class Y shares are
also available through 401(k) plans.

PURCHASING LEVEL-LOAD CLASS C SHARES
IF YOU SEEK PROFESSIONAL GUIDANCE

You can purchase level-load class C shares at net asset value through
an investment professional. The shares carry an annual 0.25% service
fee and an annual 0.75% Rule 12b-1 fee. You do not have to pay sales
charges on class C shares. However, you may pay a contingent deferred
sales charge (CDSC) equal to 1.25% of the original purchase price or
the current market value, whichever is lower, if you sell your shares
within the first year of purchase. Class C shares are also available
through 401(k) plans.

PURCHASING FRONT-END LOAD CLASS A SHARES

IF YOU SEEK PROFESSIONAL GUIDANCE

You can purchase front-end load class A shares through an investment
professional at net asset value plus an initial sales charge as shown
in the table below. Class A shares also carry an annual 0.25% service
fee and an annual 0.25% Rule 12b-1 fee.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Sales Charge as a % of
Class A Shares ---------------------- Dealer Allowance
Dollars Offering Net Amount As A % of
Invested Price Invested Offering Price
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 5.00% 5.26% 4.50%

$50,000 but
less than $100,000 4.50 4.71 4.00

$100,000 but
less than $250,000 3.75 3.90 3.25

$250,000 but
less than $500,000 2.75 2.83 2.50

$500,000 but
less than $1,000,000 1.75 1.78 1.50

$1,000,000
or more None None None
- --------------------------------------------------------------------------------
</TABLE>

Class A shares are also available through 401(k) plans, other
qualified employee benefit plans and broker-dealer wrap programs.
These purchases are free of sales charges. You may also qualify for a
quantity discount (the total of your investments in class A shares of
both Funds) on each new purchase of class A shares. Ask your
investment professional to see if you qualify.

YOU MAY BE ELIGIBLE FOR A DISCOUNT

You can receive a quantity discount without purchasing your shares all
at once. If you intend to purchase a large dollar amount over a
13-month period to qualify for a discount, you can complete a "letter
of intent" form. Once we receive the letter, we will give you the
discount and place any purchases you make into escrow until you have
purchased the intended quantity.

If you do not make the required purchase within the 13-month time
frame, we will deduct any sales charges from the escrow shares.

DEALER REALLOWANCE

ASB, the distributor, normally pays broker-dealers 4.50% of the 5.00%
maximum sales charge. At times, ASB reallows broker-dealers the
remaining portion of the sales charge.

Shares of the various classes of the Funds may be offered outside the
United States. These shares may be subject to different sales charges.

HOW TO PURCHASE SHARES

You can make an investment in the Funds on any Business Day. A
Business Day is any day the New York Stock Exchange (NYSE) is open for
trading. The NYSE is closed for trading on New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas. Purchase
orders received in good order are executed at the next calculated net
asset value. Incomplete orders and orders that are not paid for in a
timely manner are returned. Your investments are subject to the
minimums described in the table below.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Minimum Investment Initial Additional
- --------------------------------------------------------------------------------
<S> <C> <C>
Regular accounts $2,500 $100

IRAs $ 500 No minimum

Retirement plans, such as 401(k) $ 500 No minimum

Employment of Arnhold and
S. Bleichroeder, Inc. $ 500 No minimum

New accounts for or referred by
current shareholders $1,000 $100
- --------------------------------------------------------------------------------
</TABLE>

WHERE TO SEND YOUR APPLICATION

If you are purchasing no-load class Y shares, send your completed
application and your check or money order to the address listed on the
application. If you wish to purchase your shares and pay for them
through a federal funds wire, fax your application to the Funds'
transfer

agent at (614) 470-8702 and call our transfer agent at (800) 451-3623
to place your wire order. If you are purchasing level-load class C or
front-end load class A shares, give your purchase request and your
check or money order to your investment professional.

OUR AUTOMATIC INVESTMENT PLAN

If you are investing directly with the Funds, additional investments
can also be made using our Automatic Investment Plan, which deducts
the amount you designate directly from your checking or savings
account. See the "Optional Shareholder Privileges" section on the
application or you can call (800) 451-3623 to obtain more information
on this service.

HOW FUND SHARE PRICES ARE CALCULATED

Net asset value for each share class is determined 15 minutes after
the close of trading on the NYSE (normally 4:00 p.m. Eastern Time).
For front-end load class A shares, the net asset value plus any
front-end sales charge equals the offering price.

First Eagle Funds uses market quotes to price their securities.
Non-U.S. securities are valued based on quotes from their primary
trading market and converted into U.S. dollars. Securities that are
otherwise not readily marketable, are restricted as to resale, or for
which market quotations are not readily available, are valued at fair
value under procedures adopted by the Board of Trustees.

Portfolio securities of the Funds that are traded on non-U.S. stock
exchanges may trade on weekends and

- -------------------------------------
Net Asset Value = A Fund's total assets
less any liabilities [div] shares outstanding
- -------------------------------------

holidays when the Funds' net asset values are not calculated and when
shares of the Funds cannot be purchased or redeemed.

ONCE YOU BECOME
A SHAREHOLDER

After you have opened an account with us, you can exchange or sell
your shares to meet your changing investment goals or other needs.

EXCHANGING YOUR SHARES

You can exchange your shares in any class of one Fund for shares of
the same class in the other Fund. Exchanges are made at net asset
value for each class and are free of charge. You can make up to six
exchanges in any 12-month period.

SELLING YOUR SHARES

You can access your investment at any time by selling your shares on
any Business Day.

HOW TO SELL

WRITTEN REQUESTS

To sell your shares, please submit a written request to the Funds'
transfer agent or to your investment professional and sign it exactly
as the account is registered.

New shareholders do not receive share certificates. However, if you
already have a certificate, sign it and return it to the transfer
agent. Remember that there needs to be a signature for every name that
appears on the certificate.

In some instances, a signature guarantee may be required. These
include:

Redemption payments over $25,000.

Redemption payments sent to addresses different
from the one we have on record.

Changes in registration.

We reserve the right to change the guarantee requirements from time to
time. A signature guarantee must be from a member of the Signature
Guarantee Medallion Program (generally, a bank, trust company, savings
and loan association or any broker or securities dealer) for each
person whose name is on the account.

If a corporation, partnership, trust, or fiduciary owns the
certificate, written evidence of their authority must be submitted.

TELEPHONE REQUESTS

You can also request to sell your shares by telephone by calling (800)
451-3623 on any Business Day. For security purposes we will ask you to
provide proper identification and to verify account information before
we can honor your telephone request.

We employ reasonable procedures to confirm that all telephone requests
are genuine, but neither the Funds nor the transfer agent are
responsible for the authenticity of these requests. Therefore, you
will have to bear any loss due to telephone requests made in your
name. Telephone calls may be recorded for your protection.

DETERMINING YOUR SELLING PRICE

After we receive your request, we will sell your shares at the next
determined net asset value. If you are selling shares that you have
recently purchased by check or by using the Automatic Investment Plan,
we will hold the proceeds of your sale until your payment clears. This
may take up to ten Business Days.

SALES PROCEEDS

We normally mail proceeds for shares you have sold to the address we
have on record. We mail checks within seven days after we receive your
request.

If your sales proceeds exceed $5,000, you can choose to have them
deposited into a bank account through a federal funds wire. You can
indicate this option on your application. Or, you can submit a
signature guaranteed written request at a later date. You may,
however, have to pay a fee if you use the federal funds wire feature
and you will have to pay a fee if you request overnight delivery of
your sales proceeds. We normally wire payments on the next business
day after we receive your request.

The Funds may suspend payments under certain emergency conditions when
allowed by the SEC.

FIRST EAGLE INTERNATIONAL FUND'S REDEMPTION FEE

First Eagle International Fund is not designed for short-term traders
whose frequent purchases and redemptions can generate substantial
purchases and sales of portfolio investments that can unnecessarily
disrupt the Fund's investment program. Short-term traders often redeem
when the market is most turbulent, thereby forcing the sale of
portfolio securities held by the Fund at the worst possible time as
far as long-term investors are concerned. These short-term
transactions affect all shareholders by increasing transaction costs.
Because of this, if you sell First Eagle International Fund shares
within one month of purchase, you will pay a 2% redemption fee on the
lesser of your purchase price or the amount redeemed. This fee applies
to all three share classes of First Eagle International Fund. The
redemption fee is retained by the Fund.

Shares purchased through 401(k) plans are excluded from the redemption
fees.

REDEMPTIONS IN KIND

The Funds normally pay sales proceeds in cash up to $250,000 or 1% of
each Fund's total value, whichever is less. We reserve the right to
make higher redemption payments to you in the form of marketable
securities. This is called a "redemption in kind." You will pay any
applicable sales charge or other fees when you sell these securities.

INVOLUNTARY SALE

To reduce expenses, we may sell your shares and close your account if
the value of your account falls below $500. We will give you 60 days'
notice before we sell your shares. This gives you an opportunity to
purchase enough shares to raise your account value to the $500 minimum
to avoid closing the account.

RECEIVING DIVIDENDS AND DISTRIBUTIONS

We expect to pay dividends and distribute any net capital gains
annually. Because First Eagle Funds invest primarily in equity
securities and with a long-term outlook, generally there are more
capital gains distributions than investment income dividend
distributions.

All dividend and distribution payments are reinvested at the net asset
value of the Fund in which you currently hold shares, unless you elect
to receive distributions in cash. To receive a distribution in cash,
simply submit a written request more than five business days before we
make the payment. We may elect to make distributions more frequently.

INFORMATION ON DIVIDENDS
DISTRIBUTIONS AND TAXES

Tax issues can be complicated. Please consult your tax adviser about
federal, state, or local tax consequences or with any other tax
questions you may have.

GENERAL INFORMATION

The Funds may make both dividend and capital gains distributions. Both
dividends and short-term capital gains distributions are taxed as
ordinary income and are subject to a maximum federal rate of 39.6% for
individual shareholders. Long-term capital gains distributions are
taxed at a maximum rate of 20%.

Dividends and distributions are generally taxable whether they are
taken in cash or reinvested. Any dividends and distributions declared
in November or December and paid in January are taxable as though they
were paid on December 31st.

Remember that exchanges of Fund shares are considered sales and any
gains may be taxable.

FEDERAL TAXES

Federal tax laws require us to withhold 31% of ordinary income
dividends, capital gain dividends, and sales proceeds from
shareholders who do not furnish their tax identification numbers on
IRS form W-9 or form W-8 for non-U.S. investors.

ADDITIONAL INFORMATION

By January 31st of each year, we will mail you a statement showing the
tax status of your dividends and distributions for the prior year.

- -------------------------------------
A dividend is a payment of net
investment income. A distribution is the
payment of capital gains.
- -------------------------------------

There may be tax consequences for shareholders who are nonresident
aliens or foreign entities. Please see the SAI for more information.

No person has been authorized to give any information or to make any
representations, other than those contained in this prospectus, in
connection with the offer contained herein, and, if given or made,
such other information or representations must not be relied upon as
having been authorized by the Funds, the Adviser or the Distributor.
This prospectus does not constitute an offer to sell, or a
solicitation of any offer to buy, any of the securities of the Funds
in any jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction.

WHAT YOU SHOULD KNOW: YEAR 2000

Many computer systems were designed using only two digits to designate
years. As such, these systems may not recognize "00" as being the year
2000 and may read it as 1900. The Funds could be adversely affected if
the computer systems used by the Adviser and its service providers,
primarily the Funds' transfer agent and custodian, do not address this
problem before January 1, 2000. The Funds' investment adviser,

- -------------------------------------
When you sell your shares, your tax
basis is the total of your cash
investments plus dividends and
distributions that have been reinvested,
less any return of capital.
- -------------------------------------

transfer agent, and custodian expect to have addressed this problem
before then and do not anticipate that the services they provide to
the Funds will be adversely affected. The Funds' management will
continue to monitor the situation as the year 2000 approaches.
However, if the problem has not been fully addressed, the Funds could
be negatively affected. The year 2000 problem could also have a
negative impact on the companies in which the Funds invests, which
could hurt the Funds' investment returns.

FINANCIAL HIGHLIGHTS

The following tables are intended to help you understand the Funds'
financial performance for the past five years. The information has
been audited by KPMG LLP, whose report concerning these highlights
appears in the Annual Report dated October 31, 1998. This information
should be read in conjunction with the Statement of Additional
Information (SAI), which is available on request. Through February 28,
1998, the Funds issued only one class of shares, currently called
class Y shares. Sales of class C shares commenced on March 2, 1998.
Remember that past performance is not an indication of future
performance.

FIRST EAGLE FUND OF AMERICA

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
For the March 2,
year ended through For the years ended
Oct. 31, Oct. 31, October 31,
1998 1998 1997 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SHARE CLASS Y C* Y Y Y Y
--- ---- --- --- --- ---
Net asset value,
beginning of year $20.59 $21.07 $17.97 $16.28 $15.45 $16.53

INCOME FROM
INVESTMENT OPERATIONS
Net investment loss (0.08) (0.16) (0.06) (0.04) (0.04) (0.12)
Net realized and unrealized gain 3.62 0.52 5.31 4.08 2.87 0.66
------ ------ ------ ------ ------ ------
Total from investment operations 3.54 0.36 5.25 4.04 2.83 0.54
------ ------ ------ ------ ------ ------

LESS DISTRIBUTIONS FROM:
Net investment income -- -- -- -- -- --
Net realized gain (2.60) -- (2.63) (2.35) (2.00) (1.62)
Total distributions (2.60) -- (2.63) (2.35) (2.00) (1.62)

Net asset value,
end of year $21.53 $21.43 $20.59 $17.97 $16.28 $15.45
====== ====== ====== ====== ====== ======

Total return** 19.2% 1.7%'DD' 31.0% 27.1% 21.6% 3.8%
Net assets, end of year $391,797 $674,944 $254,438 $163,403 $134,350 $120,516

(Class Y in thousands,
Class C is actual)

RATIOS TO AVERAGE NET
ASSETS:
Expenses 1.5%(1) 2.2'D'(2) 1.7%(1) 1.8% 1.9% 1.9%
Net investment loss (0.4)% (1.1)%'D' (0.3)% (0.2)% (0.3)% (0.7)%

Portfolio turnover rate 83% 83% 98% 93% 81% 125%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

* Commencement of operations for class C shares.
** Past performance is not predictive of future performance.
'D' Annualized
'DD' Not Annualized
(1) For the year ended October 31, 1998 and for the year ended October 31,
1997, the Fund has earned credits from the custodian, which reduce
service fees incurred. If the credits are taken into consideration, the
ratio of expenses to average net assets would be 1.5% and 1.7%,
respectively.
(2) For the year ended October 31, 1998, the Fund has earned credits from
the custodian, which reduce service fees incurred. If the credits are
taken into consideration, the ratio of expenses to average net assets
would be 2.2%'D'.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
For the period from April 4,
For the March 2, Jan. 1, For the 1997
year ended through through years ended through
Oct. 31, Oct. 31, Oct. 31, Dec. 31, Dec. 31,
1998 1998 1997 1996 1995 1994
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SHARE CLASS Y C** Y Y Y Y*
--- --- --- --- --- ---
Net asset value,
beginning of year $16.17 $18.90 $15.04 $13.38 $12.37 $12.50

INCOME FROM
INVESTMENT OPERATIONS
Net investment income
(loss) (0.06) 0.84 (0.12) (0.16) (0.13) (0.02)
Net realized and
unrealized gain 0.95 (1.73) 1.25 2.29 1.57 (0.11)
------ ------ ------ ------ ------- -------
Total from Investment
operations 0.89 (0.89) 1.13 2.13 1.44 (0.13)
------ ------ ------ ------ ------- -------
LESS DISTRIBUTIONS FROM:
Net investment income -- -- -- -- -- --
Net realized gain (0.97) -- -- (0.47) (0.43) --
Total distributions (0.97) -- -- (0.47) (0.43) --
Net asset value,
end of year $16.09 $16.01 $16.17 $15.04 $13.38 $12.37
====== ====== ====== ====== ====== ======

Total return*** 5.8% (5.3)%'DD' 7.5%'DD' 15.9% 11.6% (1.0)%'DD'
Net assets, end of year
(Class Y in thousands,
Class C is actual) $38,222 $307,738 $36,320 $32,105 $22,420 $20,152

Ratios to Average Net Assets:
Expenses 2.4%(1) 2.9%'D'(2) 2.3%'D'(1) 2.9% 3.1% 2.0%'D'
Net investment income (loss) (0.5)% (7.0)%'D' (1.0)% (1.1)% (1.1)% (0.3)%'D'

Portfolio turnover rate 85% 85% 54% 101% 166% 170%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Commencement of operations for class Y shares.
** Commencement of operations for class C shares.
*** Past performance is not predictive of future performance.
'D' Annualized
'DD' Not annualized
(1) for the year ended October 31, 1998, and for the period ended October
31, 1997, the Advisor has waived part of its fees. If such fees were not
waived, the net investment loss would have been $(0.08) and $(0.18),
respectively and the expense ratio would have been 2.4%'D' and 2.8%'D',
respectively. In addition, for the year ended october 31, 1998, and for
the period ended october 31, 1997, the Fund earned credits from the
custodian, which reduce service fees incurred. If the credits are taken
into consideration, the ratio of expenses to average net assets would
be 2.3% and 2.3%, respectively.

(2) For the period from March 2, 1998 to October 31, 1998, the Fund earned
credits from the custodian, which reduce service fees incurred. If the
credits are taken into consideration, the ratio of expenses to average
net assets would be 2.8%'D'.

29
<PAGE>
<PAGE>

USEFUL SHAREHOLDER INFORMATION

How to Obtain Our Shareholder Reports

We will send you copies of our Annual and Semi-annual Reports on a regular basis
once you become a shareholder. The Annual Report contains a discussion of the
market conditions and investment strategies that significantly affected the
Funds' performance during the last fiscal year. It also contains audited
financial statements by the Funds' independent accountants.

How to Obtain Our Statement of Additional Information

The Statement of Additional Information (SAI), which is referenced in this
prospectus is available to you without charge from us. You may visit the SEC's
Internet Website (http://www.sec.gov) to view the SAI and other information.
Also, you can obtain copies of the SAI by sending your request and fee to the
SEC's Public Reference Section, Washington, D.C. 20549-6009. You also may review
and copy information about the Funds, including the SAI, at the SEC's Public
Reference Room in Washington, D.C. To find out more about the public reference
room, call the SEC at 1-800-SEC-0330.

How to Reach First Eagle Funds

You can send all requests for information or transactions to:

First Eagle Funds
P.O. Box 182497
Columbus, OH 43218-2497

You can contact us by telephone at (800) 451-3623.

You can also reach us for any reason by visiting our website at:
http://www.firsteaglefunds.com

Distributor Investment Adviser
Arnhold and S. Bleichroeder, Inc. Arnhold and S. Bleichroeder Advisers, Inc.
1345 Avenue of the Americas 1345 Avenue of the Americas
New York, NY 10105 New York, NY 10105

Investment Company Act File Number: 811-04935

<PAGE>

FIRST EAGLE FUNDS
STATEMENT OF ADDITIONAL INFORMATION
DATED MARCH 1, 1999

FIRST EAGLE FUNDS (the 'Trust') is a registered investment company, a
'mutual fund,' that offers investors two investment alternatives, First Eagle
Fund of America and First Eagle International Fund.

The Trust's, the Adviser's and the Distributor's address is 1345 Avenue of
the Americas, New York, New York 10105. The Trust's telephone number is (212)
698-3000 or (888) 482-5667.

FIRST EAGLE FUND OF AMERICA is an open-end, non-diversified mutual fund
whose investment objective is to achieve capital appreciation. First Eagle Fund
of America will seek to achieve its objective by investing primarily in domestic
stocks and to a lesser extent in debt and foreign equity securities. Normally at
least 65% of First Eagle Fund of America's assets will be invested in domestic
securities.

FIRST EAGLE INTERNATIONAL FUND is an open-end, non-diversified mutual fund
whose investment objective is to achieve capital appreciation. First Eagle
International Fund will seek to achieve its objective by investing primarily in
foreign stocks and to a lesser extent in debt and domestic equity securities.
Normally at least 65% of First Eagle International Fund's assets will be
invested in foreign securities, in at least three different countries.

Arnhold and S. Bleichroeder Advisers, Inc. (the 'Adviser') invests the
assets of First Eagle Fund of America and First Eagle International Fund
(collectively, the 'Funds' and individually, a 'Fund') in securities of
companies that appear to be undervalued relative to their overall financial and
managerial strength. The Adviser's investment strategy is to invest in
securities with 'intrinsic values' which are not generally recognized by the
market. There can be no assurance that the Funds' objectives will be achieved.

This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Trust's Prospectus, dated March 1, 1999, a copy of
which may be obtained from the Trust's Transfer and Dividend Disbursing Agent,
BISYS Fund Services Inc., by writing to P.O. Box 182497, Columbus, OH
43218-2497, or by telephoning (800) 451-3623.

All documents incorporated by reference herein have been previously filed
with other shareholder reports which are available, without charge, upon request
at (800) 451-3623.

------------------------

<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
----------------- ----

<S> <C>
Organization and History............................................................................... 2
Additional Investment Information...................................................................... 2
Investment Restrictions................................................................................ 11
Trustees, Officers, and Principal Stockholders......................................................... 13
Adviser................................................................................................ 16
Distributor............................................................................................ 17
Portfolio Transactions and Brokerage................................................................... 17
Net Asset Value........................................................................................ 20
Stockholder Investment Account......................................................................... 20
Redemptions............................................................................................ 21
Tax Treatment of Certain Transactions.................................................................. 24
Performance Information................................................................................ 26
Custodian, Transfer and Dividend Disbursing Agent and Independent Auditors............................. 26
First Eagle Fund of America Investment Portfolio....................................................... F-1
First Eagle International Fund Investment Portfolio.................................................... F-5
Financial Statements................................................................................... F-7
</TABLE>

<PAGE>

ORGANIZATION AND HISTORY

First Eagle Fund of America was initially incorporated in Maryland on
December 11, 1986. First Eagle International Fund was initially incorporated in
Maryland on October 7, 1993. The Trust was organized as a business trust under
the laws of the State of Delaware on December 24, 1997. The Board of Trustees of
the Trust approved changing the name of the Trust name from 'First Eagle Trust'
to 'First Eagle Funds' on February 23, 1999. The Trust may have multiple series
and classes of shares. First Eagle Fund of America and First Eagle International
Fund were reorganized and converted into separate Series of the Trust on
February 27, 1998.

ADDITIONAL INVESTMENT INFORMATION

First Eagle Fund of America is an open-end, non-diversified mutual fund
whose investment objective is to achieve capital appreciation. It seeks to
achieve its objective by investing primarily in domestic stocks and to a lesser
extent in debt and foreign equity securities.

First Eagle Fund of America may purchase call and put options and sell
covered call and covered put options on equity or debt securities and on stock
indices, and, solely for bona fide hedging purposes, acquire positions in
futures contracts and related options traded on a commodities exchange or board
of trade. First Eagle Fund of America may under certain circumstances invest in
securities issued by other investment companies. If First Eagle Fund of America
invests in such securities, investors may be subject to duplicate investment
management or distribution fees.

First Eagle International Fund is an open-end, non-diversified mutual fund
whose investment objective is to achieve capital appreciation. It seeks to
achieve its objective by investing primarily in foreign stocks and to a lesser
extent in debt and domestic equity securities.

First Eagle International Fund offers investors access to a geographically
diverse portfolio, professional research and analysis of issuers and worldwide
markets, and the ability to invest in foreign securities without having to make
individual arrangements for brokers, safekeeping of securities and foreign
currency dealings. First Eagle International Fund invests globally wherever the
greatest opportunities exist in a variety of markets, including Europe, Latin
America, the Pacific Basin and to a lesser extent the United States.

The Adviser invests the assets of the Funds in securities of companies that
appear to be undervalued relative to their overall financial and managerial
strength. The Adviser's investment strategy is to invest in securities with
'intrinsic values' which are not generally recognized by the market. As
non-diversified mutual funds, the Funds may have a greater investment
concentration in some securities than a diversified mutual fund. There can be no
assurance that the Funds' objectives will be achieved.

FOREIGN SECURITIES

The Funds may invest in foreign securities issued by companies of any
nation regardless of its level of development. The risks involved in investing
in foreign securities include political or economic instability in the country
of issue, the difficulty of predicting international trade patterns, the
possibility of imposition of exchange controls and the risk of currency
fluctuations. Foreign securities may be subject to greater fluctuations in price
than securities issued by U.S. corporations or issued or guaranteed by the U.S.
government, its instrumentalities or agencies. Additionally, there may be less
publicly available information about a foreign company than about a domestic
company. Foreign companies generally are not subject to uniform accounting,
auditing and financial reporting standards comparable to those applicable to
domestic companies. There is generally less government regulation of

<PAGE>

securities exchanges, brokers and listed companies abroad than in the United
States. Settlement of securities traded on foreign markets often takes longer
than on U.S. markets. In some foreign countries, there is a possibility of
expropriation, confiscatory taxation or diplomatic developments which could
affect investments in those countries. To attempt to limit the risks of
investing in foreign securities, the Fund may use hedging techniques. In the
event of a default of any foreign debt obligation, it may be more difficult to
obtain or enforce a judgment against the issuers of those securities. Foreign
currency denominated securities may be affected favorably or unfavorably by
changes in currency rates and in exchange control regulations, and costs may be
incurred in connection with conversions between currencies. Foreign currency is
also subject to similar risks. Foreign securities and currencies will be held by
the Funds custodian, an 'eligible foreign custodian' or a 'qualified U.S. bank,'
as those terms are defined in the Investment Company Act of 1940 as amended (the
'Investment Company Act') and the rules and regulations thereunder.

DEBT SECURITIES

The Funds may invest in debt securities without regard to credit ratings.
Investing in debt securities involves other risks including interest rate and
credit risks. Interest rate risk is the risk that a rise in interest rates will
cause the value of the debt securities to go down. Credit rate risk is the risk
that the issuer of a debt security will not be able to make principal and
interest rate payments.

HIGH YIELD SECURITIES

Changes in the economy and interest rates affect high-yield securities.
During an economic downturn or substantial period of rising interest rates,
highly leveraged issuers will likely experience financial stress which would
adversely affect their ability to service their principal and interest payment
obligations, to meet projected business goals and to obtain additional
financing. If the issuer of a bond owned by a Fund defaults, such Fund may incur
additional expenses in seeking recovery of its investment. Additionally, periods
of economic uncertainty and changes can result in increased volatility of market
prices of high yield bonds. Furthermore, the market prices of high yield bonds
structured as zero coupon or pay-in-kind securities are affected to a greater
extent by interest rate changes and are more volatile than securities which pay
interest periodically and in cash. If the Funds invest in zero coupon or
pay-in-kind securities, they will be subject to special tax considerations
related to those securities. The Funds will have to report the interest on those
securities as income even though they receive no interest until the security's
maturity or payment date. Each Fund has no current intention of investing more
than 5% of its net assets in high yield bonds.

OPTIONS TRANSACTIONS

The Adviser believes that certain transactions in options on securities and
on stock indices may be useful in limiting a Fund's investment risk and
augmenting its investment return. The Adviser expects, however, the amount of a
Fund's assets that will be involved in options transactions to be small relative
to that Fund's assets. Accordingly, it is expected that only a relatively small
portion of a Fund's investment return will be attributable to transactions in
options on securities and on stock indices. The Funds may invest in options
transactions involving options on securities and on stock indices that are
traded on U.S. and foreign exchanges or in the over-the-counter markets.

A call option is a contract pursuant to which the purchaser, in return for
a premium paid, has the right to buy the equity or debt security underlying the
option at a specified exercise price at any time

<PAGE>

during the term of the option. With respect to a call option on a stock index,
the purchaser is entitled to receive cash if the underlying stock index rises
sufficiently above its level at the time the option was purchased. The writer of
the call option, who receives the premium, has the obligation, upon exercise of
the option, to deliver the underlying equity or debt security against payment of
the exercise price. With respect to a call option on a stock index, the writer
has the obligation to deliver cash if the underlying index rises sufficiently
above its level when the option was purchased.

A put option gives the purchaser, in return for a premium, the right to
sell the underlying equity or debt security at a specified exercise price during
the term of the option. With respect to a put option on a stock index, the
purchaser is entitled to receive cash if the underlying index falls sufficiently
below its level at the time the option was purchased. The writer of the put, who
receives the premium, has the obligation to buy the underlying equity or debt
security upon exercise at the exercise price. With respect to a put option on a
stock index, the writer has the obligation to deliver cash if the underlying
index falls sufficiently below its level when the option was purchased. The
price of an option will reflect, among other things, the relationship of the
exercise price to the market price of the underlying financial instrument or
index, the price volatility of the underlying financial instrument or index, the
remaining term of the option, supply and demand of such options and interest
rates.

One purpose of purchasing call options is to hedge against an increase in
the price of securities that a Fund ultimately intends to buy. Hedge protection
is provided during the life of the call because that Fund, as the holder of the
call, is able to buy the underlying security at the exercise price, and, in the
case of a call on a stock index, is entitled to receive cash if the underlying
index rises sufficiently. However, if the value of a security underlying a call
option or the general market or a market sector does not rise sufficiently when
that Fund has purchased a call option on the underlying instrument, that option
may result in a loss.

Securities and options exchanges have established limitations on the
maximum number of options that an investor or group of investors acting in
concert may write. It is possible that a Fund and other clients of the Adviser
may be considered such a group. Position limits may restrict a Fund's ability to
purchase or sell options on particular securities and on stock indices.

COVERED OPTION WRITING

A Fund may write 'covered' call options on equity or debt securities and on
stock indices in seeking to enhance investment return or to hedge against
declines in the prices of portfolio securities or may write put options to hedge
against increases in the prices of securities which it intends to purchase. A
call option is covered if a Fund holds, on a share-for-share basis, a call on
the same security as the call written where the exercise price of the call held
is equal to or less than the exercise price of the call written, or greater than
the exercise price of the call written if the difference is maintained by that
Fund in cash, Treasury bills or other high grade short-term obligations in a
segregated account with its Custodian.

A put option is 'covered' if a Fund maintains cash, Treasury bills or other
high grade short-term obligations with a value equal to the exercise price in a
segregated account with its Custodian, or holds on a share-for-share basis a put
on the same equity or debt security as the put written where the exercise price
of the put held is equal to or greater than the exercise price of the put
written, or lower than the exercise price of the put written if the difference
is maintained in a segregated account with its Custodian.

<PAGE>

One reason for writing options is to attempt to realize, through the
receipt of premiums, a greater return than would be realized on the securities
alone. In the case of a securities call, the writer receives the premium, but
has given up the opportunity for profit from a price increase in the underlying
security above the exercise price during the option period. In the case of a
stock index call, the writer receives the premium, but is obligated to deliver
cash if the underlying index rises sufficiently during the option period.
Conversely, the put option writer has, in the form of the premium, gained a
profit as long as the price of the underlying security or stock index remains
above the exercise price, but has assumed an obligation to purchase the
underlying security at the exercise price from or deliver cash to the buyer of
the put option during the option period.

Another reason for writing options is to hedge against a moderate decline
in the value of securities owned by a Fund in the case of a call option, or a
moderate increase in the value of securities a Fund intends to purchase in the
case of a put option. If a covered option written by a Fund expires unexercised,
that Fund will realize income equal to the amount of the premium it received for
the option.

If an increase occurs in the underlying security or stock index sufficient
to result in the exercise of a call written by a Fund, that Fund may be required
to deliver securities or cash and may thereby forego some or all of the gain
that otherwise may have been realized on the securities underlying the call
option. This 'opportunity cost' may be partially or wholly offset by the premium
received for the covered call written by that Fund.

OPTIONS ON STOCK INDICES

A Fund will write call options on broadly based stock market indices only
if at the time of writing it holds a portfolio of stocks. When a Fund writes a
call option on a broadly based stock market index, that Fund will segregate or
put into escrow with its Custodian any combination of cash, cash equivalents or
'qualified securities' with a market value at the time the option is written of
not less than 100% of the current index value times the multiplier times the
number of contracts. A 'qualified security' is an equity security which is
listed on a securities exchange or on the NASDAQ against which a Fund has not
written a call option and which has not been hedged by the sale of stock index
futures.

Index prices may be distorted if trading in certain stocks included in the
index is interrupted. Trading in the index options also may be interrupted in
certain circumstances, such as if trading were halted in a substantial number of
stocks included in the index. If this occurred, a Fund would not be able to
close out options which it had purchased or written and, if restrictions on
exercise were imposed, might be unable to exercise an option it held, which
could result in substantial losses to that Fund.

If a Fund is assigned an exercise notice on a call it has written, that
Fund would be required to liquidate portfolio securities in order to satisfy the
exercise, unless it has other liquid assets that are sufficient to satisfy the
exercise of the call. When a Fund has written a call, there is also a risk that
the market may decline between the time that Fund has a call exercised against
it, at a price which is fixed as of the closing level of the index on the date
of exercise, and the time it is able to sell securities in its portfolio. As
with stock options, a Fund will not learn that an index option has been
exercised until the day following the exercise date but, unlike a call on stock
where such Fund would be able to deliver the underlying securities in
settlement, such Fund may have to sell part of its securities portfolio in order
to make settlement in cash, and the price of such securities might decline
before they can be sold. For example, even if an index call which a Fund has
written is 'covered' by an index call held by such Fund with the same strike
price, such Fund will bear the risk that the level of the index may decline
between

<PAGE>

the close of trading on the date the exercise notice is filed with the Options
Clearing Corporation and the close of trading on the date such Fund exercises
the call it holds or the time it sells the call, which in either case would
occur no earlier than the day following the day the exercise notice was filed.

FUTURES CONTRACTS

An interest rate futures contract is an agreement to purchase or sell an
agreed amount of debt securities at a set price for delivery on a future date.
Similarly, a currency futures contract calls for the purchase or sale of a fixed
amount of a specific currency at a set price for delivery on a future date.
Unlike interest rate and currency futures contracts, a stock index futures
contract does not contemplate the purchase or delivery of the underlying
financial instrument (interest rate and stock index futures contracts are
collectively herein referred to as 'financial futures contracts'). Instead, one
party agrees to deliver to the other an amount of cash equal to a specific
dollar amount times the difference between the value of a specific stock index
at the close of the last trading day of the contract.

A Fund is required initially to deposit in a special custody account or
with the futures commission merchant margin in an amount of cash or U.S.
Treasury bills equal to a percentage of the contract amount. Initial margin in
futures transactions is in the nature of a good faith deposit on the contract
which is returned to such Fund upon termination of the futures contract,
assuming all contractual obligations have been met. Subsequent payments, called
variation margin, to and from the futures commission merchant are made on a
daily basis as the market price of the futures contract fluctuates. This process
is known as 'marking to market.' At any time prior to expiration of the futures
contract, a Fund may elect to close a position by taking an offsetting position
which will terminate that Fund's position in the futures contract. Although
interest rate futures and currency futures contracts (other than those relating
to Eurodollar time deposits) generally provide for delivery and acceptance of
the underlying financial instrument, the Funds expect most financial or currency
futures contracts to be terminated by offsetting transactions.

An option on a financial or currency futures contract gives the purchaser
the right, but not the obligation, to assume a position in a financial or
currency futures contract (a long position if the option is a call and a short
position if the option is a put) at a specified exercise price at any time
during the option exercise period. The writer of the option is required upon
exercise to assume an offsetting futures position (a short position if the
option is a call and a long position if the option is a put).

HEDGING WITH FUTURES CONTRACTS AND RELATED OPTIONS

A Fund may acquire futures and related options for 'bona fide hedging'
within the meaning and intent of the Commodity Exchange Act and Regulations
promulgated thereunder by the Commodity Futures Trading Commission. A Fund may
also acquire futures and related options for other than bona fide hedging
purposes, provided that the aggregate initial margin and premiums required to
establish such positions are in an amount not exceeding 5% of the liquidation
value of that Fund's portfolio after taking into account unrealized profits and
unrealized losses on any such contracts it has entered into. When options are
in-the-money at the time of purchase, the in-the-money amount will be excluded
from the computation of such 5% limitation.

A Fund may purchase an interest rate futures contract as a hedge against an
anticipated decline in interest rates and a resulting increase in the market
price of debt securities it intends to acquire. A Fund may sell an interest rate
futures contract as a hedge against an anticipated increase in interest rates
and

<PAGE>

a resulting decline in the market price of debt securities it owns. A Fund may
purchase a currency futures contract to hedge against anticipated increases in
the value of currency it intends to acquire for prospective securities purchases
relative to the value of currency it is holding. A Fund may also sell a currency
futures contract in anticipation of a decrease in the value of currency it is
holding or in anticipation of the sale of a portfolio security. A Fund may
purchase a stock index futures contract as a hedge against an anticipated
general market or market sector advance which may increase the market price of
equity securities it intends to buy. A Fund may sell stock index futures
contracts in anticipation of or in a general market or market sector decline
that may adversely affect the market value of its portfolio of equity
securities.

A Fund may use options on financial and currency futures contracts in
connection with its hedging strategies in lieu of purchasing or selling
financial and currency futures contracts. To hedge against a possible decrease
in the value of equity or debt securities or currency held in its portfolio, a
Fund may purchase put options and write call options on stock index, interest
rate or currency futures contracts, respectively. Similarly, in anticipation of
an increase in the prices of equity or debt securities or currency it intends to
purchase, a Fund may purchase call options or write put options on stock index
or interest rate or currency futures contracts, respectively.

RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS

While the Funds use financial and currency futures and related options as
hedging devices, there are risks that the gains or losses in hedging devices
will not be offset by losses or gains in the hedged securities. One risk arises
because of imperfect correlation in the movement of prices of financial and
currency futures contracts and related options and the securities or currency
subject to the hedge. In the case of stock index futures and related options,
the risk of imperfect correlation increases as the composition of a Fund's
portfolio of equity securities diverges from the securities included in the
applicable stock index. In the case of interest rate or currency futures
contracts and related options, the risk of imperfect correlation presents the
possibility that a correct forecast of interest or exchange rate trends by the
Adviser may still not result in a successful hedging transaction. If the price
of a financial or currency futures contract or related option moves more than
the price of the hedged financial instrument, a Fund may experience either a
loss or a gain on the contract which will not be completely offset by movements
in the price of the hedged instrument.

Successful use of financial futures contracts and related options is
subject to the Adviser's ability to predict correctly movements in the direction
of the market. Similarly, successful use of currency futures and related options
depends, in part, on the Adviser's ability to predict changes in exchange rates.
Commodities exchanges and boards of trade have established limitations on the
maximum number of options that an investor or group of investors acting in
concert may write. It is possible that a Fund and other clients of the Adviser
may be considered such a group. Position limits may restrict a Fund's ability to
purchase or sell options on futures contracts.

OVER-THE-COUNTER DERIVATIVE TRANSACTIONS

A Fund may invest in options, futures and swaps and related products which
are often referred to as 'derivatives.' Derivatives may have a return that is
tied to a formula based upon an interest rate, index or other measurement which
may differ from the return of a simple security of the same maturity. A formula
may have a cap or other limitation on the rate of interest to be paid.
Derivatives may have varying degrees of volatility at different times, or under
different market conditions.

<PAGE>

A Fund may enter into interest rate, currency and index swaps and the
purchase or sale of related caps, floors and collars. A Fund may enter into
these transactions to preserve a return or spread on a particular investment or
portion of its portfolio, to protect against currency fluctuations or to protect
against any increase in the price of securities it anticipates purchasing at a
later date. Interest rate swaps involve the exchange by a Fund with another
party of their respective commitments to pay or receive interest, such as an
exchange of floating rate payments for fixed rate payments with respect to a
notional amount of principal. A currency swap is an agreement to exchange cash
flows on a notional amount of two or more currencies based on the relative value
differential between them and an index swap is an agreement to swap cash flows
on a notional amount based on changes in values of the reference indices. Swaps
may be used in conjunction with other derivative instruments to offset interest
rate, currency or other underlying risks. For example, interest rate swaps may
be offset with 'caps,' 'floors' or 'collars.' A 'cap' is essentially a call
option which places a limit on the amount of floating rate interest that must be
paid on a certain principal amount. A 'floor' is essentially a put option which
places a limit on the minimum amount that would be paid on a certain principal
amount. A 'collar' is essentially a combination of a long cap and a short floor
where the limits are set at different levels.

A Fund will usually enter into swaps on a net basis; that is, the two
payment streams will be netted out in a cash settlement on the payment date or
dates specified in the instrument, with that Fund receiving or paying, as the
case may be, only the net amount of the two payments. To the extent obligations
created thereby may be deemed to constitute senior securities under the
Investment Company Act, that Fund will maintain required collateral in a
segregated account consisting of U.S. government securities or cash or cash
equivalents.

SPECIAL RISKS OF OVER-THE-COUNTER DERIVATIVE TRANSACTIONS

Over-the-Counter ('OTC') derivative transactions differ from
exchange-traded derivative transactions in several respects. OTC derivatives are
transacted directly with dealers and not with a clearing corporation. Without
the availability of a clearing corporation, OTC derivative pricing is normally
done by reference to information from market makers, which information is
carefully monitored by the Adviser and verified in appropriate cases.

As OTC derivatives are transacted directly with dealers, there is a risk of
nonperformance by the dealer as a result of the insolvency of such dealer or
otherwise. An OTC derivative may only be terminated voluntarily by entering into
a closing transaction with the dealer with whom the Fund originally dealt. Any
such cancellation may require the Fund to pay a premium to that dealer. In those
cases in which a Fund has entered into a covered derivative transaction and
cannot voluntarily terminate the derivative, that Fund will not be able to sell
the underlying security until the derivative expires or is exercised or
different cover is substituted. The Funds intend to enter into OTC derivative
transactions only with dealers which agree to, and which are expected to be
capable of, entering into derivative closing transactions with such Fund. There
is also no assurance that a Fund will be able to liquidate an OTC derivative at
any time prior to expiration.

BORROWING

A Fund may from time to time increase its ownership of securities above the
amounts otherwise possible by borrowing from banks (other than those affiliated
with the Trust or any of its affiliates) and investing the borrowed funds. A
Fund also may borrow from those banks to facilitate the meeting of redemption
requests or for temporary or emergency purposes and may pledge its assets to
secure those

<PAGE>

borrowings. Any borrowings by a Fund will be made only to the extent that the
value of its assets, less its liabilities other than borrowings, is equal to at
least 300% of all of its borrowings (including reverse repurchase agreements)
computed at the time a loan is made. If the value of that Fund's assets at any
time should fail to meet the 300% asset coverage described above, that Fund,
within three days, is required to reduce its aggregate borrowings (including
reverse repurchase agreements) to the extent necessary to meet such asset
coverage and may have to sell a portion of its investments at a time when
independent investment judgment would not indicate such action.

ILLIQUID SECURITIES

Each Fund may invest up to 15% of its net assets in securities which are
considered to be illiquid, such as those subject to legal or contractual
restrictions on resale ('Restricted Securities') including securities that
cannot be sold unless registered under the Securities Act of 1933, as amended
(the 'Securities Act'), and securities which are not readily marketable, such as
repurchase agreements maturing in more than seven days. Generally, Restricted
Securities cannot be sold without the expense and time required to register the
securities under the Securities Act. Certain Restricted Securities may be sold
to institutional investors without registration pursuant to rules under the
Securities Act. The institutional trading market is relatively new and provides
liquidity for some Restricted Securities. Restricted Securities for which no
adequate trading market exists may be deemed illiquid securities. The Funds
currently do not invest in real estate which is considered to be an illiquid
investment.

WARRANTS

Each Fund may invest in warrants (in addition to those that have been
acquired in units or attached to other securities) but does not currently intend
to invest more than 5% of the value of its net assets (at the time of
investment) in such warrants. A warrant is an option to purchase a specified
quantity of equity or debt securities at a set price within a specific period of
time.

REPURCHASE AGREEMENTS

A Fund may purchase securities and concurrently enter into 'repurchase
agreements.' A repurchase agreement typically involves a purchase of an
investment contract from a selling financial institution such as a bank or
broker-dealer, which contract is fully secured by government obligations or
other debt securities. The agreement provides that the purchaser will sell the
underlying securities back to the institution at a specified price and at a
fixed time in the future, usually not more than seven days from the date of
purchase. The difference between the purchase price and the resale price
represents the interest earned by the purchase, which is unrelated to the coupon
rate or maturity of the purchased security. In the event of the bankruptcy or
insolvency of the financial institution, the purchaser may be delayed in selling
the collateral underlying the repurchase agreement. Further, the law is
unsettled regarding the rights of the purchaser if the financial institution
which is a party to the repurchase agreement petitions for bankruptcy or
otherwise becomes subject to the U.S. Bankruptcy Code. Each Fund intends to
invest no more than 5% of its net assets in repurchase agreements. Repurchase
agreements of greater than seven days maturity may be deemed to be illiquid.

REVERSE REPURCHASE AGREEMENTS

A reverse repurchase agreement involves the sale of a debt security owned
by a Fund coupled with an agreement by that Fund to repurchase the instrument at
a stated price, date and interest payment. A

<PAGE>

Fund will use the proceeds of a reverse repurchase agreement to purchase other
debt securities or to enter into repurchase agreements maturing not later than
the expiration of the prior reverse repurchase agreement. When a Fund enters
into a reverse repurchase agreement, it will have securities designated to
repurchase its securities.

A Fund will enter into a reverse repurchase agreement only when the
interest income to be earned from the investment of the proceeds of the
transaction is greater than the interest expense of the transaction. Under the
Investment Company Act, reverse repurchase agreements will be considered to be
borrowings by a Fund and, therefore, may be subject to the same risks involved
in any borrowing. A Fund may not enter into a reverse repurchase agreement if,
as a result, its current obligations under such agreements would exceed
one-third the value of its net assets computed at the time the reverse
repurchase agreement is entered into. Each Fund does not intend to invest more
than 5% of the value of its net assets in reverse repurchase agreements.

LENDING OF SECURITIES

A Fund may lend its portfolio securities to brokers, dealers and financial
institutions, provided outstanding loans do not exceed in the aggregate
one-third the value of its net assets and provided that such loans are callable
at any time by that Fund and are at all times secured by cash or equivalent
collateral that is equal to at least the market value, determined daily, of the
loaned securities. A Fund, however, may not enter into portfolio lending
arrangements with the Adviser or any of its affiliates absent appropriate
regulatory relief from applicable prohibitions contained in the Investment
Company Act. Each Fund intends to invest no more than 5% of the value of its net
assets to portfolio loans. The advantage of portfolio lending is that a Fund
continues to receive payments in lieu of the interest and dividends of the
loaned securities, while at the same time earning interest either directly from
the borrower or on the collateral, which may be invested in short-term
obligations.

As voting or consent rights which accompany loaned securities pass to the
borrower, a Fund will follow the policy of calling the loan, in whole or in part
as may be appropriate, to permit the exercise of such rights if the matters
involved would have a material effect on its investment in the securities which
are subject to the loan. A Fund will pay reasonable finders', administrative and
custodial fees in connection with a loan of its securities or may share the
interest earned on collateral with the borrower.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

From time to time, in the ordinary course of business, a Fund may purchase
securities on a when-issued or delayed delivery basis -- i.e., delivery and
payment can take place a month or more after the date of the transaction. The
purchase price, or the interest rate payable on debt securities, is fixed on the
transaction date. The securities so purchased are subject to market fluctuation,
and no interest or dividend accrues to such Fund until delivery and payment take
place. At the time a Fund makes the commitment to purchase securities on a
when-issued or delayed delivery basis, it will record the transaction, designate
liquid securities for completing the transactions and thereafter reflect the
value of such securities in determining its net asset value each day. Each Fund
currently intends to invest no more than 5% of the value of its net assets in
such transactions.

ARBITRAGE TRANSACTIONS

A Fund also may engage in arbitrage transactions involving near
contemporaneous purchase of securities on one market and sale of those
securities on another market to take advantage of pricing differences between
markets. A Fund will incur a gain to the extent that proceeds exceed costs and a
loss to the extent that costs exceed proceeds. The risk of an arbitrage
transaction, therefore, is that such Fund may not be able to sell securities
subject to an arbitrage at prices exceeding the costs of

<PAGE>

purchasing those securities. A Fund will attempt to limit that risk by effecting
arbitrage transactions only when the prices of the securities are confirmed in
advance of the trade. Each Fund currently intends to invest no more than 5% of
the value of its net assets in such transactions.

INVESTMENT RESTRICTIONS

The following investment restrictions are fundamental policies. Fundamental
policies are those which cannot be changed without the approval of the holders
of a majority of a Fund's outstanding voting securities. A 'majority of a Fund's
outstanding voting securities,' when used in this Statement of Additional
Information, means the lesser of (i) 67% of the shares represented at a meeting
at which more than 50% of the outstanding shares are present in person or
represented by a proxy or (ii) more than 50% of the outstanding shares.

Neither First Eagle Fund of America nor First Eagle International Fund may:

1. Change its sub-classification under the Investment Company Act of
1940 from non-diversified to diversified.

2. Issue senior securities, borrow money or pledge its assets, except
that the Fund may borrow money from a bank (and may pledge its assets to
secure such borrowings) directly or through reverse repurchase agreements
for securities purchases, or temporarily to facilitate meeting redemption
requests or for emergency purposes, and by engaging in reverse repurchase
agreements with broker-dealers. The Fund may not, however, borrow money in
an aggregate amount exceeding 33 1/3% of the Fund's net assets. The
purchase or sale of securities on a when-issued or delayed delivery basis
and collateral arrangements with respect to futures contracts are not
deemed to be a pledge of assets; and neither such arrangements nor
investment in over-the-counter derivative transactions or the purchase or
sale of options on futures contracts on an exchange are deemed to be the
issuance of a senior security.

3. Act as underwriter except to the extent that, in connection with
the disposition of portfolio securities, it may be deemed to be an
underwriter under certain federal securities laws.

4. Make loans, except through (i) repurchase agreements (repurchase
agreements with a maturity of longer than 7 days together with illiquid
assets being limited to 15% of the Fund's net assets) and (ii) loans of
portfolio securities.

5. Buy or sell real estate or interests in real estate, except that
the Fund may purchase and sell securities which are secured by real estate,
securities of companies which invest or deal in real estate and publicly
traded securities or real estate investment trusts.

6. Invest more than 25% of its assets in the securities of issuers
engaged in specific industries or industry groups.

7. Buy or sell commodities or commodity contracts except that the Fund
may purchase and sell commodity futures contracts to establish bona fide
hedge transactions.

The following investment restrictions are non-fundamental policies, which
may be changed at the discretion of the Board of Trustees after giving the
shareholders at least 30 days prior notice of the change.

Neither First Eagle Fund of America nor First Eagle International Fund may:

8. With respect to 50% of the value of its total assets, invest more
than 25% of the value of its total assets in the securities of one issuer,
and with respect to the other 50% of the value of its total assets, invest
more than 5% of the value of its total assets in the securities of one
issuer or acquire

<PAGE>

more than 10% of the outstanding voting securities of a single issuer. This
restriction shall not apply to U.S. Government securities.

9. Purchase securities of any other investment companies, except (i)
by purchase in the open market involving only customary brokers'
commissions, (ii) in connection with a merger, consolidation,
reorganization or acquisition of assets or (iii) as otherwise permitted by
applicable law.

10. Pledge, mortgage or hypothecate its assets in an amount exceeding
33 1/3% of its total assets.

11. Invest in securities of any issuer if, to the knowledge of the
Fund, any officer, director or trustee of the Fund or the Fund's investment
adviser owns more than 1/2 of 1% of the outstanding securities of such
issuer, and such officers, directors or trustees who own more than 1/2 of
1% of such issuer's securities own in the aggregate more than 5% of the
outstanding securities of such issuer.

12. Purchase securities of any issuer if, as to 75% of the assets of
the Fund at the time of purchase, more than 10% of the voting securities of
such issuer would be held by the Fund.

In connection with offering the shares of First Eagle Fund of America and
First Eagle International Fund (the 'Funds') in Japan, each of the Funds have
agreed to comply with the following additional investment restrictions:

13. The assets of the Fund will not be used for short sales of
securities.

14. Borrowing is prohibited if such will result in an aggregate amount
of borrowing outstanding in excess of 10% of the total assets of the Fund,
but in the case of a merger, amalgamation or the like, this 10% may be
temporarily exceeded.

15. More than 10% of the assets of the Fund must not be invested in
the shares of stock of any one issuer.

16. More than 10% of the total issued and outstanding shares of stock
of any one company will not be acquired. If several funds are managed by
the same management company, the funds as a group will not acquire more
than 15% of the issued and outstanding shares of stock of any one company.

17. More than 10% of the assets of the Fund will not be invested in
other investment fund securities, but this rule does not prevent the Fund
from holding other investment fund securities temporarily as a result of a
merger, amalgamation or the like.

18. More than 10% of the assets of the Fund will not be invested in
shares of stock privately placed, mortgage securities or unlisted shares of
stock, which cannot be readily realized.

19. The assets dominated in yen will be less than 50% of the assets of
the Fund.

20. More than 50% of the assets of the Fund will be those instruments
which are defined as 'securities' under the Securities and Exchange Law of
Japan.

21. Portfolio securities of the Fund may not be purchased from or sold
or loaned to any Trustee of the Fund, the investment adviser of the Fund,
or any affiliate thereof or any of their directors, officers, employees or
major shareholders (meaning a shareholder who holds shares on his own
account, whether in his own or in another's name (as well as a nominee's
name)) unless the transaction is made within the investment restrictions
set forth in the Fund's prospectus and statement of additional information
and either (i) at a price determined by current publicly available
quotations or (ii) at competitive prices or interest rates prevailing from
time to time on internationally recognized securities markets or
internationally recognized money markets.

<PAGE>

TRUSTEES, OFFICERS AND PRINCIPAL STOCKHOLDERS

Pertinent information concerning the trustees and officers of the Trust is
set forth below. Some of the Trust's trustees and officers are employees of the
Adviser and its affiliates. At least a majority of the Trust's Board of Trustees
are not 'interested persons' of the Trust as that term is defined in the
Investment Company Act.

<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS(1) THE TRUST DURING PAST 5 YEARS
------------------- -------------- -------------------

<S> <C> <C>
*John P. Arnhold..................... Trustee and Co-President and Director, Arnhold and S.
Co-President Bleichroeder, Inc.; President and Director,
Arnhold and S. Bleichroeder Advisers, Inc.;
Director, Aquila International Fund Ltd.;
President, WorldVest, Inc. and Arnhold and S.
Bleichroeder UK Ltd.
Candace K. Beinecke ................. Trustee Partner, Hughes Hubbard & Reed; Director, Jacob's
One Battery Park Plaza Pillow Dance Festival, Inc., Historic Preservation
New York, NY 10004 Projects, Inc. and Merce Cunningham Dance
Foundation, Inc.
Edwin J. Ehrlich .................... Trustee President, Ehrlich Capital Management; Director,
2976 Lonni Lane Pension Funds -- ITT Corp.; Advisory Board Member,
Merrick, NY 11566 Emerging World Investors Limited
K. Georg Gabriel .................... Trustee Senior Advisor, Strategic Investment Partners,
2401 Tracy Place, N.W. Inc.; Member, Investment Committee, Eugene and
Washington, D.C. 20008 Agnes Meyer Foundation
Robert J. Gellert ................... Trustee Manager and Director, United Continental
122 East 42nd Street, Corporation; General Partner, Windcrest Partners;
34th Floor Trustee and Treasurer, Music Conservatory of
New York, NY 10168 Westchester
*Michael M. Kellen................... Trustee and Vice Director and Senior Vice President, Arnhold and S.
Chairman of the Board Bleichroeder, Inc.
William M. Kelly .................... Trustee Senior Associate and Manager, Lingold Associates;
40 Wall Street Independent General Partner, ML Venture Partners
Suite 4201 II, L.P.; Trustee New York Foundation; Treasurer
New York, NY 10005 and Trustee, Black Rock Forest Consortium
</TABLE>

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<PAGE>

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<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS(1) THE TRUST DURING PAST 5 YEARS
------------------- ------------- -------------------
<S> <C> <C>

*Stanford S. Warshawsky.............. Trustee and Chairman Director, Arnhold and S. Bleichroeder Advisers,
of the Board Inc.; Secretary and Director, Arnhold and S.
Bleichroeder, Inc.; Chairman of the Board and
Director, Arnhold and S. Bleichroeder UK Ltd.; and
Director, German-American Chamber of Commerce
Harold J. Levy....................... Co-President Portfolio Manager, Arnhold and S. Bleichroeder
Advisers, Inc.; Principal, Iridian Asset
Management L.L.C.; Senior Vice President until
1996, Arnhold and S. Bleichroeder, Inc.; Director
since 1993, American Buildings Company
David L. Cohen....................... Senior Vice President Portfolio Manager, Arnhold and S. Bleichroeder
Advisers, Inc.; Principal, Iridian Asset
Management L.L.C.; Senior Vice President until
1996, Arnhold and S. Bleichroeder, Inc.
Arthur F. Lerner..................... Senior Vice President Portfolio Manager, Arnhold and S. Bleichroeder
Advisers, Inc.; Senior Vice President, Arnhold and
S. Bleichroeder, Inc.
Robert Miller........................ Treasurer Vice President, Secretary and Treasurer, Arnhold
and S. Bleichroeder Advisers, Inc.; Senior Vice
President, Arnhold and S. Bleichroeder, Inc.; and
Director, Arnhold and S. Bleichroeder UK Ltd.
Robert Bruno......................... Vice President and Vice President, Arnhold and S. Bleichroeder, Inc.;
Secretary prior to 1997, President and Chief Operating
Officer, Coelho Associates LLC; and Senior Vice
President, Schroder Wertheim Investment Services,
Inc.
Martha B. Pierce..................... Vice President Vice President, Arnhold and S. Bleichroeder, Inc.
Tracy LaPointe Saltwick.............. Vice President Senior Vice President, Arnhold and S.
Bleichroeder, Inc.
Cari Levine.......................... Assistant Treasurer Assistant Vice President, Arnhold and S.
Bleichroeder, Inc.
</TABLE>

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<PAGE>

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<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS(1) THE TRUST DURING PAST 5 YEARS
------------------- -------------- --------------------
<S> <C> <C>

Suzan J. Afifi....................... Assistant Secretary Assistant Vice President, Arnhold and S.
Bleichroeder, Inc. since 1997; prior thereto,
Managing Director, Effectinvest Bank, Vienna,
Austria
</TABLE>

- ------------

* 'Interested' trustee, as defined in the Investment Company Act, by reason of
his affiliation with Arnhold and S. Bleichroeder, Inc. and Arnhold and S.
Bleichroeder Advisers, Inc.

(1) Unless otherwise stated, the address is: Arnhold and S. Bleichroeder, Inc.,
1345 Avenue of the Americas, New York, NY 10105.

The officers conduct and supervise the daily business operations of the
Trust, while the Trustees review such actions and decide on general policy.

Each Fund paid each of its Trustees who are not interested persons an
annual retainer of $6,500 plus $750 per meeting of the Board and certain
out-of-pocket expenses. The following table sets out the compensation received
by each of the Trustees from First Eagle Fund of America and First Eagle
International Fund for its most recently completed fiscal year ended October 31,
1998.

<TABLE>
<CAPTION>
COMPENSATION
--------------------------------------------
FIRST EAGLE FIRST EAGLE
FUND OF INTERNATIONAL
NOMINEE AMERICA FUND TOTAL
-------- ----------- -------------- -------

<S> <C> <C> <C>
John P. Arnhold*........................................... 0 0 0
Candace K. Beinecke........................................ 5,000 2,750 7,750
Edwin J. Ehrlich........................................... 2,750 6,750 9,500
K. Georg Gabriel........................................... 5,000 6,750 11,750
Robert J. Gellert.......................................... 2,750 6,750 9,500
Michael M. Kellen*......................................... 0 0 0
William M. Kelly........................................... 2,750 6,750 9,500
Stanford S. Warshawsky*.................................... 0 0 0
</TABLE>

Effective December 1, 1998, the Board of Trustees of the Trust approved an
annual retainer for each Trustee of $8,000 plus meeting fees of $750 per Board
meeting and $500 per Committee meeting. The Trust does not pay any compensation
to interested Trustees (indicated above by *) nor does it provide any retirement
or pension benefits for the Trustees.

As of December 31, 1998, the Trustees and officers of First Eagle Fund of
America, as a group, owned beneficially approximately 917,421.892 shares or
4.27% of the outstanding common stock of First Eagle Fund of America. The
directors and officers of First Eagle International Fund, as a group, owned
approximately 302,301.428 shares or 11.375% of the outstanding common stock of
First Eagle International Fund.

As of December 31, 1998, Arnhold and S. Bleichroeder, Inc. Profit Sharing
Plan, 1345 Avenue of the Americas, New York, NY 10105, owned beneficially and of
record approximately 11.14% of First Eagle International Fund's outstanding
Class Y shares.

<PAGE>

Trustees and employees of the Trust, Arnhold and S. Bleichroeder, Inc. and
the Adviser are permitted to engage in personal securities transactions subject
to the restrictions and procedures contained in the Trust's Code of Ethics,
which was approved by the Board of Trustees of the Trust and by the Board of
Directors of the Adviser.

As of December 31, 1998, the following shareholders owned 5% or more of the
Funds securities:

First Eagle Fund of America

Class Y: Charles Schwab & Co., Inc., 101 Montgomery St., San
Francisco, CA 94104, 16.66%; Central National Gottesman, Inc., Three
Manhattanville Rd., Purchase, NY 10577-2110, 5.23%; Boston Safe Deposit
& Trust Co., One Cabot Road, Medford, MA 02155-5159, 5.09%.

Class C : Arnhold and S. Bleichroeder, Inc., 1345 Avenue of the
Americas, New York, NY 10105, 18.47%; Mesirow Financial Inc., 350 North
Clark Street, Chicago, IL 60610-4796, 15.31%.

Class A: Donaldson Lufkin Jenrette Securities Corporation Inc.,
P.O. Box 2052, Jersey City, NJ 07303-9998, 34.25%; Jyujiya Securities
Co., Ltd., Chuo Ku, Tokyo, Japan 103-0-025, 65.75%.

First Eagle International Fund

Class C: Arnhold and S. Bleichroeder, Inc., 1345 Avenue of the
Americas, New York, NY 10105, 41.48%; Cowen Co., Financial Square, New
York, NY 10005, 13.77%.

ADVISER

The Adviser, Arnhold and S. Bleichroeder Advisers, Inc., provides
investment advisory services as the investment adviser of First Eagle Fund of
America and First Eagle International Fund. For its services, the Adviser
receives, pursuant to an Investment Advisory Agreement between the Trust and the
Adviser (the 'Advisory Agreement'), an annual advisory fee of 1.0% of the
average daily net assets of each Fund. These fees, described in the Prospectus
under 'Adviser -- Advisory Fees,' are accrued daily and paid monthly. Prior to
February 28, 1998, Fund of America paid the Adviser a fee at the annual rate of
1.25% of average daily net assets. For the fiscal years ended October 31, 1998,
1997 and 1996, First Eagle Fund of America paid the Adviser an advisory fee of
$3,520,419, $2,672,362, and $1,838,840, respectively. Prior to February 28,
1998, First Eagle International Fund paid the Adviser a fee at the annual rate
of 1.50% of average daily net assets. For the year ended October 31, 1998 and
for the fiscal period ended October 31, 1997 and for the fiscal year ended
December 31, 1996, First Eagle International Fund paid the Adviser an advisory
fee of $494,580, $452,626 and $446,932, respectively.

On February 19, 1998, the shareholders, and on February 20, 1998, the Board
of Trustees of the Trust approved an Advisory Agreement between the Trust and
the Adviser effective February 27, 1998.

The Advisory Agreement will continue in effect for a period of more than
two years from the date of execution only so long as such continuance is
specifically approved at least annually in conformity with the Investment
Company Act. The Advisory Agreement provides that the Adviser will not be liable
for any error of judgment or for any loss suffered by the Funds in connection
with the matters to which the Advisory Agreement relates, except a loss
resulting from willful misfeasance, bad faith, gross negligence or reckless
disregard of duty. The Advisory Agreement provides that it will terminate
automatically if assigned, within the meaning of the Investment Company Act, and
that it may be

<PAGE>

terminated without penalty by either party upon not more than 60 days nor less
than 30 days written notice.

Harold J. Levy has been portfolio manager of First Eagle Fund of America
since its inception in April 1987, and David L. Cohen has been portfolio manager
of First Eagle Fund of America since 1989. Mr. Levy and Mr. Cohen are also the
principal owners of Iridian Asset Management LLC, which they formed in November
1995. Arnhold and S. Bleichroeder, Inc. owns 27.5% of Iridian. Mr. Levy began
his career at Arnhold and S. Bleichroeder, Inc. in 1985, and Mr. Cohen began his
career at Arnhold and S. Bleichroeder, Inc. in 1989. Currently, they are
employed by the Adviser to serve as co-portfolio managers for First Eagle Fund
of America.

Arthur F. Lerner has been the portfolio manager of First Eagle
International Fund since its inception in April 1994. He is a Senior Vice
President of Arnhold and S. Bleichroeder, Inc. and has been with the firm since
1969.

DISTRIBUTOR

Arnhold and S. Bleichroeder, Inc. (the 'Distributor'), a registered
broker-dealer, investment adviser and a member of the New York Stock Exchange
and the National Association of Securities Dealers ('NASD'), serves as the
Distributor of the Funds' Class Y, Class C and Class A shares.

The Distributor receives a service fee payable monthly at the annual rate
of 0.25% of the average daily net assets of all Classes of shares of the Funds,
to cover expenses incurred by the Distributor for providing shareholder liaison
services, including assistance with subscriptions, redemptions and other
shareholder questions. The Funds pay the Distributor a Rule 12b-1 fee on Class A
shares at the annual rate of up to 0.25% of the average daily net assets of each
Fund's outstanding Class A shares and a Rule 12b-1 fee on Class C shares at the
annual rate of up to 0.75% of the average daily net assets of each Fund's
outstanding Class C shares. The Distributor also normally retains part of the
initial sales charge as its underwriter's allowance on sales of Class A shares.
Pursuant to the Distribution and Services Agreement, dated February 27, 1998,
the Funds agree to indemnify the Distributor against certain liabilities under
the Securities Act of 1933, as amended.

The Fund's Rule 12b-1 Plan is a compensation plan which means that the
Funds pay the Distributor for distributor services based on the net assets of
Class C and Class A shares. The Distributor pays financial services firms fees
for distributing the Class C and Class A shares. For the fiscal year ended
October 31, 1998, First Eagle Fund of America paid the Distributor $2,993 in
Rule 12b-1 fees for Class C shares and First Eagle International Fund paid the
Distributor $1,396 in Rule 12b-1 fees for Class C shares.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Adviser is responsible for decisions to buy and sell securities,
futures and options on securities, on indices and on futures for the Fund, the
selection of brokers, dealers and futures commission merchants to effect those
transactions and the negotiation of brokerage commissions, if any. Broker-
dealers and futures commission merchants may receive brokerage commissions on
Fund portfolio transactions, including options and the purchase and sale of
underlying securities or futures positions upon the exercise of options. Orders
may be directed to any broker or futures commission merchant including, to the
extent and in the manner permitted by applicable law.

Equity securities traded in the over-the-counter market and bonds,
including convertible bonds, are generally traded on a 'net' basis with dealers
acting as principal for their own accounts without a stated

<PAGE>

commission, although the price of the security usually includes a profit to the
dealer. In underwritten offerings, securities are purchased at a fixed price
which includes an amount of compensation to the underwriters, generally referred
to as the underwriter's concession or discount. On occasion, certain money
market instruments and U.S. government agency securities may be purchased
directly from the issuer, in which case no commissions or discounts are paid.
Each Fund will not deal with the Distributor in any transaction in which the
Distributor acts as principal. Thus, it will not deal with the Distributor
acting as market maker, and it will not execute a negotiated trade with the
Distributor if execution involves the Distributor acting as principal with
respect to any part of a Fund's order.

Portfolio securities may not be purchased from any underwriting or selling
group of which the Distributor, during the existence of the group, is a member,
except in accordance with rules of the Securities and Exchange Commission. This
limitation, in the opinion of the Trust, will not significantly affect a Fund's
ability to pursue its present investment objective.

In placing orders for portfolio securities or futures, the Adviser is
required to give primary consideration to obtaining the most favorable price and
efficient execution. Within the framework of this policy, the Adviser will
consider the research and investment services provided by brokers, dealers or
futures commission merchants who effect or are parties to portfolio transactions
of a Fund, the Adviser or the Adviser's other clients. Such research and
investment services are those which brokerage houses customarily provide to
institutional investors and include statistical and economic data and research
reports on particular companies and industries. Such services are used by the
Adviser in connection with all of its investment activities, and some of such
services obtained in connection with the execution of transactions for a Fund
may be used in managing other investment accounts. Conversely, brokers, dealers
or futures commission merchants furnishing such services may be selected for the
execution of transactions of such other accounts, whose aggregate assets are far
larger than either Fund, and the services furnished by such brokers, dealers or
futures commission merchants may be used by the Adviser in providing investment
management for a Fund. Commission rates are established pursuant to negotiations
with the broker, dealer or futures commission merchant based on the quality and
quantity of execution services provided by the executing party in the light of
generally prevailing rates. In addition, the Adviser is authorized to pay higher
commissions on brokerage transactions for the Fund to brokers other than the
Distributor in order to secure the research and investment services described
above, subject to review by the Board of Trustees from time to time as to the
extent and continuation of this practice. The allocation of orders among brokers
and the commission rates paid are reviewed periodically by the Board of
Trustees.

Subject to the above considerations, the Distributor may act as a
securities broker for a Fund. In order for the Distributor to effect any
portfolio transactions for a Fund, the commissions, fees or other remuneration
received by the Distributor must be reasonable and fair compared to the
commissions, fees or other remuneration paid to other brokers in connection with
comparable transactions involving similar securities being purchased or sold on
an Exchange during a comparable period of time. This standard would allow the
Distributor to receive no more than the remuneration which would be expected to
be received by an unaffiliated broker in a commensurate arms-length transaction.
Furthermore, the Board of Trustees, including a majority of the Trustees who are
not 'interested' directors, has adopted procedures which are reasonably designed
to provide that any commissions, fees or other remuneration paid to the
Distributor is consistent with the foregoing standard. Brokerage transactions
with the Distributor also are subject to such fiduciary standards as may be
imposed by applicable law. From time to time a Fund may engage in agency cross
transactions with respect to securities that meet its investment objective and
policies. An agency cross transaction occurs when a

<PAGE>

broker sells securities from one client's account to another client's account.
Cross transactions are executed with written permission from a Fund. This
authorization permits cross transactions only between a Fund on one side and
clients for which the Distributor acts as broker, but does not act as investment
adviser, on the other side. The authorization can be terminated at any time by
written notice to the Distributor. The Fund will not engage in cross
transactions with investment advisory clients of the Adviser or the Distributor.

A Fund may from time to time sell or purchase securities to or from
companies or persons who are considered to be affiliated with that Fund solely
because they are investment advisory clients of the Distributor, the Adviser or
Iridian. No consideration other than cash payment against prompt delivery at the
then current market price of the securities will be paid to any person involved
in those transactions. Additionally, all such transactions will be consistent
with procedures adopted by the Board of Trustees.

In accordance with Section 11(a) under the Securities Exchange Act of 1934,
the Distributor may not retain compensation for effecting transactions on a
national securities exchange for a Fund unless that Fund has expressly
authorized the retention of such compensation in a written agreement executed by
a Fund and the Distributor. Each Fund has provided the Distributor with such
authorization. Section 11(a) provides that the Distributor must furnish to each
Fund at least annually a statement disclosing the aggregate compensation
received by the exchange member in effecting such transactions.

For the years ended October 31, 1998, 1997 and 1996, First Eagle Fund of
America paid total brokerage commissions of $745,444, $453,073 and $438,434,
respectively, of which $128,836, $26,580 and $77,996, respectively, were paid to
the Distributor. For the year ended October 31, 1998, brokerage commissions paid
to the Distributor constituted 17% of the total brokerage commissions paid by
First Eagle Fund of America, and represented 17% of the aggregate dollar amount
of its portfolio transactions involving the payment of commissions. Of the total
brokerage commissions paid during the fiscal year ended October 31, 1998,
$601,817 (or 81%) were paid to firms which provided research, statistical or
other services. The Distributor has not separately identified a portion of such
brokerage commissions as applicable to the provision of such research,
statistical or other services.

For the year ended October 31, 1998 and the fiscal period ended October 31,
1997 and for the fiscal year ended December 31, 1996, First Eagle International
Fund paid total brokerage commissions of $142,365, $53,846 and $88,098,
respectively, of which $16,221, $7,709 and $31,964, respectively, were paid to
the Distributor. For the fiscal year ended October 31, 1998, brokerage
commissions paid to the Distributor constituted 11% of the total brokerage
commissions paid by First Eagle International Fund, and represented 14% of the
aggregate dollar amount of its portfolio transactions involving the payment of
commissions. Of the total brokerage commissions paid during the fiscal year
ended October 31, 1998, $126,144 (or 89%) were paid to firms which provided
research, statistical or other services. The Distributor has not separately
identified a portion of such brokerage commissions as applicable to the
provision of such research, statistical or other services.

The portfolio turnover rate is, generally, the percentage computed by
dividing the lesser of portfolio purchases and sales (excluding all securities,
including options, whose maturities or expiration date at acquisition were one
year or less) by the monthly average value of the portfolio. The portfolio
turnover rates for First Eagle Fund of America were 83%, 98% and 93%
respectively, in the fiscal years ended October 31, 1998, 1997 and 1996. The
portfolio turnover rates for First Eagle International Fund were 85%, 54% and
101%, respectively, in the fiscal year ended October 31, 1998, and for the
fiscal period ended October 31, 1997 and the fiscal year ended December 31,
1996. Higher portfolio turnover

<PAGE>

rates are likely to result in higher brokerage commissions and higher levels of
realized capital gains than lower portfolio turnover rates.

NET ASSET VALUE

The net asset value per share is the net worth of each Fund (assets,
including securities at market value, minus liabilities) divided by the number
of shares outstanding. Each Fund shall compute the net asset value of its shares
as of 15 minutes after the close of trading on the floor of the New York Stock
Exchange, which is normally 4:00 p.m., New York time, on each day the New York
Stock Exchange is open for business. The net asset value will not be computed on
days on which no orders to purchase, sell or redeem a Fund's shares have been
received or on days on which changes in the value of the Fund's portfolio
securities do not affect net asset value. The net asset value per share will not
be determined on such federal and non-federal holidays as are observed by the
New York Stock Exchange.

Any security for which the primary market is on a U.S. exchange is valued
at the last sale price on such exchange on the day of valuation or, if there was
no sale on such day, the mean between the last bid and asked prices quoted on
such day. Foreign securities are valued on the basis of quotations from the
primary market in which they are traded and translated from the local currency
into U.S. dollars using current exchange rates. NASDAQ National Market System
equity securities are valued at the last sale price or, if there was no sale on
such day, at the mean between the most recently quoted bid and asked prices.
Corporate bonds (other than convertible debt securities) and U.S. Government
securities that are actively traded in the over-the-counter market, including
listed securities for which the primary market is believed to be
over-the-counter, are valued on the basis of valuations provided by a pricing
service which uses information with respect to transactions in bonds, quotations
from bond dealers, market transactions in comparable securities and various
relationships between securities in determining value. Pricing based on market
transactions in comparable securities and various relationships between
securities is known as 'matrix' pricing. Other securities are valued at the mean
between the most recently quoted bid and asked prices. Short-term debt
instruments which mature in less than 60 days are valued at amortized cost,
unless the Board of Trustees determines that such valuation does not represent
fair value. Securities which are otherwise not readily marketable or securities
for which market quotations are not readily available are valued in good faith
at fair value in accordance with procedures adopted by the Trust's Board of
Trustees. The Board of Trustees may use a pricing service to value the Funds'
holdings of illiquid securities, if any.

STOCKHOLDER INVESTMENT ACCOUNT

Investments in the Funds may be made on each day the New York Stock
Exchange is open for business (a 'Business Day'). Shares are purchased at the
net asset value per share next determined after receipt of an order by or on
behalf of the Funds with complete information and meeting all the requirements
discussed in the Prospectus and this Statement of Additional Information. The
Funds may reject any purchase order for shares. Purchase orders which are not
received in good order or paid for in a timely manner will not be accepted by
the Funds and will be returned. The Trust reserves the right to suspend the sale
of shares of the Funds to the public at any time in response to unusual or
adverse conditions in the securities markets or otherwise.

Orders for the purchase of shares of a Fund will be confirmed at a price
based on the net asset value of that Fund next determined after receipt by the
Distributor, Arnhold and S. Bleichroeder, Inc., of an order accompanied by
payment. However, orders received by dealers or other firms prior to the
determination of net asset value and received by the Distributor prior to the
close of that day will be

<PAGE>

confirmed at a price based on the net asset value on that day ('trade day').
Dealers and other financial services firms are obligated to transmit orders
promptly. Collection may take significantly longer for a check drawn on a
foreign bank than for a check drawn on a domestic bank. Therefore, if an order
is accompanied by a check drawn on a foreign bank, funds must normally be
collected before shares will be purchased. Whenever a transaction takes place in
the account, the stockholder will be mailed a statement showing the transaction
and the status of the account. Additionally, the Transfer Agent will mail each
stockholder of record a quarterly statement of the stockholder's account.
Certain financial institutions maintain omnibus Accounts with the Transfer
Agent, and, in such cases, the investor's records are maintained by that
financial institution.

For the convenience of investors, all dividends and distributions of each
Fund are automatically reinvested in full and fractional shares of that Fund at
the net asset value per share at the close of business on the record date. An
investor may direct the Transfer Agent in writing not less than ten full
business days prior to the record date to have subsequent dividends and/or
distributions sent in cash rather than reinvested. In the case of recently
purchased shares for which registration instructions have not been received on
the record date, cash payment will be automatically reinvested. Any stockholder
who receives a cash payment representing a dividend or distribution may reinvest
such dividend or distribution by returning the check or the proceeds to the
Transfer Agent. Such investment will be made at the net asset value per share
next determined after receipt of the check or proceeds by the Transfer Agent.

REDEMPTIONS

Shares of the Funds can be redeemed for cash at the next determined net
asset value. Class C shares redeemed within the first year after purchase are
subject to a contingent deferred sales charge of 1 1/4%. If shares are held in
non-certificate form, a written request for redemption signed by the
stockholder(s) exactly as the account is registered is required unless the
telephone redemption privilege has been established. If certificates are held by
the stockholder(s), the certificates, signed in the name(s) shown on the face of
the certificates, must be returned to be redeemed. The certificates may be
signed either on their reverse side or on a separate stock power. If redemption
is requested by a corporation, partnership, trust or fiduciary, written evidence
of authority acceptable to the Funds' Transfer Agent must be submitted before
such request will be accepted.

The redemption price is the net asset value per share next determined after
the request for redemption is received in good order by the Funds' Transfer
Agent. Shares purchased by check or the Automatic Investment Plan will not be
allowed until the purchase payment has cleared, which may take ten Business
Days. Signature(s) on redemption requests, certificates or stock powers must be
guaranteed by a commercial bank, trust company, credit union, savings
association or qualified broker or dealer that is a member of the Signature
Guarantee Medallion Program. The Funds may change the signature guarantee
requirements from time to time.

Payment instructions may be given to the Funds either on the account
application, Telephone Purchase and Redemption Form or in a letter to the Funds
which is signature guaranteed for all redemptions of $5,000 or more. If you do
not provide payment instructions for the proceeds of a redemption, a check will
be sent to the address of record.

<PAGE>

REDEMPTION PAYMENTS

Payment for shares presented for redemption will ordinarily be made by
check within seven days after receipt by the Transfer Agent of the certificate
and/or written request in proper order. Payment may be postponed or the right of
redemption suspended at times (a) when the New York Stock Exchange (the
'Exchange') is closed for other than customary weekends and holidays, (b) when
trading on the Exchange is restricted, (c) when an emergency exists as a result
of which disposal by either Fund of its securities is not reasonably practicable
or it is not reasonably practicable to determine the Funds' net asset value or
(d) during any other period when the Commission, by order, so permits, provided
that applicable rules and regulations of the Commission shall govern as to
whether the conditions prescribed in (b), (c) or (d) exist.

DISTRIBUTIONS AND TAXES

Each Fund expects to declare an annual dividend of net investment income
and an annual distribution of capital gains, but each Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code of 1986, as amended (the 'Internal
Revenue Code'), and in all events in a manner consistent with the provisions of
the Investment Company Act of 1940. Dividends and distributions will be paid in
additional shares based on the net asset value at the close of business on the
record date, or such other date as the Board of Trustees may determine, unless
the stockholder elects in writing not less than five full Business Days prior to
the record date to receive such distributions in cash. The Funds will notify
stockholders annually as to both the dollar amount and the taxable status of
that year's dividends and distributions. Because Class C Shares incur 12b-1
fees, dividends on Class Y Shares will be higher than dividends on Class C
Shares.

Each of the Funds will be treated as a separate corporation for purposes of
the Internal Revenue Code (except for purposes of the definitional requirements
for regulated investment companies under Internal Revenue Code Section 851(a).
By paying dividends representing its investment company taxable income within
the time periods specified in the Internal Revenue Code and by meeting certain
other requirements, the Funds intend to qualify as regulated investment
companies under the Internal Revenue Code. If as expected each Fund will
distribute annually its entire investment company taxable income and net capital
gains, it will not be subject to income or excise taxes otherwise applicable to
undistributed income of a regulated investment company. If a Fund were to fail
to distribute all its income and gains, it could be subject to income tax and,
in certain circumstances, a 4% excise tax.

Qualification as a regulated investment company requires, among other
things, that (a) at least 90% of the Fund's annual gross income, without offset
for losses from the sale or other disposition of securities, consist of certain
types of qualifying income (the '90% test'); and (b) the Fund diversify its
holdings so that, at the end of each quarter of the taxable year, (i) at least
50% of the market value of the Fund's assets is represented by cash, cash items,
government securities, securities of other regulated investment companies and
other securities limited in respect of any one issuer to an amount not greater
than 5% of the Fund's assets and 10% of the outstanding voting securities of
such issuer, and (ii) not more than 25% of the value of its assets is invested
in the securities of any one issuer (other than government securities and
securities of other regulated investment companies). Qualifying income for
purposes of the 90% test consists of income derived from dividends, interest,
payments with respect to securities loans, gains from the sale or other
disposition of securities, gains on the sale or exchange of foreign currencies
and other income (including gains from options, futures, or forward contracts)
derived from the business of investing in securities or currencies.

<PAGE>

Each Fund intends to qualify as a regulated investment company for federal
income tax purposes so long as, in management's view, such qualification is in
the shareholders' interest. Each Fund intends to distribute all of its net
investment income and net capital gains so as to be relieved of corporate
federal taxes. Dividends from net investment income and distributions from net
short-term capital gains are taxable to shareholders as ordinary income. For
noncorporate taxpayers, regardless of how long they have held a Fund's shares,
distributions of gains realized upon the sale of capital assets held more than
12 months ('long-term capital gains distributions') are subject to a maximum tax
rate of 20% (10% for individuals in the 15% tax bracket). Any loss realized by a
shareholder upon the disposition of Fund shares held for six months or less will
be treated as long-term capital loss to the extent of any amounts treated as
distributions of long-term capital distributions gain held for more than one
year during such six-month period.

You should receive by January 31 of each year, a statement showing the tax
status of your distributions for the prior year and the proceeds of your
redemptions (including exchanges), if any. When you sell your Fund shares, their
tax basis is the total of your cash investments plus distributions that have
been reinvested, less any return of capital distributions. To assist you in
determining your tax basis of your Fund shares, please keep your year-end
account statements with your other tax records.

Depending on the composition of the Fund's income, all or a portion of the
dividends paid by First Eagle Fund of America from net investment income may
qualify for the dividends received deduction allowable to certain U.S. corporate
shareholders (the 'dividends received deduction'). In general, dividend income
distributed by First Eagle Fund of America to qualifying corporate shareholders
will be eligible for the dividends received deduction only to the extent that
(1) First Eagle Fund of America's income consists of dividends paid by U.S.
corporations; and (2) First Eagle Fund of America would have been entitled to
the dividends received deduction with respect to such dividend income if First
Eagle Fund of America was not a regulated investment company. The dividends
received deduction may be further reduced if First Eagle Fund of America shares
held by qualifying corporate shareholders with respect to such dividends
received are treated as debt financed or are deemed to have been held for less
than 46 days within a period beginning 45 days before and ending 45 days after
such ex-dividend date on common stock. A dividends received deduction for
dividends on preferred stock will be disallowed if the stock is held by First
Eagle Fund of America less than 91 days within a period beginning 90 days before
and ending 90 days after the ex-dividend date on the preferred stock held by the
Fund. In addition, the Code provides other limitations with respect to the
ability of a qualifying corporate shareholder to claim the dividends received
deduction in connection with holding First Eagle Fund of America shares.

Dividends and interest received by a Fund on foreign securities as well as
capital gains realized upon the sale of such securities may give rise to
withholding and other taxes imposed by foreign countries. Tax conventions
between certain countries and the U.S. may reduce or eliminate such foreign
taxes incurred by a Fund. Foreign taxes paid by a Fund will reduce its
dividends. If more than 50% of the value of a Fund's total assets at the end of
each quarter of any fiscal year consists of stock or other securities of foreign
corporations, such Fund may elect to treat certain foreign taxes paid by it,
including withholding taxes, as paid by its shareholders. If a Fund makes this
election, the amount of foreign taxes paid by such Fund will be included in its
shareholders' pro rata share of such Fund's income (in addition to taxable
distributions actually received by them), and the shareholders would be entitled
(a) to credit their share of such taxes against their U.S. federal income taxes
(subject to generally applicable limitations), or (b) if they itemize their
deductions, to deduct their share of such taxes from their gross income.

<PAGE>

Investors who purchase shares shortly before the record date for a
distribution will pay a share price that includes the value of the anticipated
distribution and will be subject to tax on the distribution when it is received
even though with respect to them the distribution represents in effect a return
of a portion of their purchase price. Any loss realized on a sale or exchange of
Fund shares will be disallowed if the shares disposed of are replaced within a
period of 61 days beginning 30 days before the shares are sold or exchanged. If
disallowed, the loss will be reflected as an adjustment to the basis of the
share acquired.

Individuals and certain other non-exempt payees will be subject to a 31%
backup Federal withholding tax on taxable distributions from a Fund, as well as
on the gross proceeds of redemptions of a Fund, if such Fund is not provided
with the shareholder's correct taxpayer identification number and certification
that the shareholder is not subject to such backup withholding, or if the
Internal Revenue Service notifies a Fund that the shareholder has failed to
report proper interest or dividends. For most individuals, the taxpayer
identification number is the taxpayer's social security number.

A shareholder who is a nonresident alien or foreign entity generally will
not be subject to federal income tax on distributions attributable to long-term
capital gains, or on any capital gain realized on a redemption of shares,
provided that (i) such gains are not effectively connected with the conduct by
the shareholder of a trade or business in the United States, (ii) in the case of
an individual, the shareholder is not physically present in the United States
for 183 days or more during the taxable year and (iii) the shareholder has
furnished an IRS Form W-8 with the required certifications regarding the
shareholder's foreign status under the Internal Revenue Code. Other
distributions may be subject to U.S. tax. In particular, dividend distributions
attributable to a Fund's ordinary income or short-term capital gain which are
not effectively connected with a trade or business in the United States will
generally be subject to a 30% U.S. withholding tax under the existing provisions
of the Internal Revenue Code applicable to foreign individuals and entities
unless a reduced rate of withholding exemption is provided under an applicable
treaty. Non-U.S. shareholders are urged to consult their own tax advisers
concerning the applicability of U.S. tax.

In addition to the federal income tax consequences described above relating
to an investment in a Fund, there may be other federal, state, local or foreign
tax considerations that depend upon the circumstances of each particular
investor. Prospective shareholders are therefore urged to consult their tax
advisers with respect to the effects of this investment of their specific
situations.

TAX TREATMENT OF CERTAIN TRANSACTIONS

Ordinarily, gains and losses realized from portfolio transactions will be
treated as capital gain or loss. However, all or a portion of the gain or loss
from the disposition of non-U.S. dollar denominated securities (including debt
instruments, certain financial forward, futures and option contracts, and
certain preferred stock) may be treated as ordinary income or loss under Section
988 of the Internal Revenue Code. In addition and absent any election made by a
Fund to accrue market discount daily, all or a portion of the gain realized from
the disposition of market discount bonds will be treated as ordinary income
under Section 1276 of the Internal Revenue Code. Finally, all or a portion of
the gain realized from engaging in 'conversion transactions' may be treated as
ordinary income under Section 1258 of the Internal Revenue Code. 'Conversion
transactions' are defined to include certain forward, futures, option and
straddle transactions, transactions marketed or sold to produce capital gains,
or transactions described in Treasury regulations to be issued in the future,
where substantially all of the expected return is attributable to the time value
of the investment. In addition, a 'short against the

<PAGE>

box' and other constructive sales of appreciated financial positions will give
rise to gain as if there were an actual sale.

If a Fund enters into combinations of investment positions by virtue of
which its risk of loss from holding an investment position is reduced on account
of one (or more) other positions (i) losses realized on one position may be
deferred to the extent of any unrecognized gain on another position and (ii)
long-term capital gains or short-term capital losses may be recharacterized,
respectively, as short-term gains and long-term losses. The federal income tax
treatment of gains and losses realized from transactions involving options on
stock or securities entered into a Fund will be as follows: Gain or loss from a
closing transaction with respect to options written by such Fund, or gain from
the lapse of any such option, will be treated as short-term capital gain or
loss. Gain or loss from the sale of put and call options that a Fund purchases,
and loss attributable to the lapse of such options, will be treated as capital
gain or loss. Whether, in the case of individual shareholders, distributions of
such gain or loss is subject to the captial gain rate 20% maximum (10% for
individuals in the 15% tax bracket), the ordinary income tax rate (39.6%
maximum) depends upon whether or not the affected option has been held for more
than 12 months. For this purpose, an unexercised option will be deemed to have
been sold on the date it expired. It should be noted, however, that if a put is
acquired at a time when the underlying stock or security is held for less than
one year or the underlying stock or security is acquired while such put is held,
any gain on the subsequent exercise, sale or expiration of the put will
generally be short-term gain.

Any regulated futures contract or listed non-equity option held by a Fund
at the close of its taxable year will be treated as sold for its fair market
value on the last business day of such taxable year. Sixty percent of any gain
or loss with respect to such deemed sales, as well as the gain or loss from the
termination during the taxable year of such Fund's obligation (or rights) with
respect to such contracts by offsetting, by taking or making delivery, by
exercise or being exercised, by assignment or being assigned, by lapse, or
otherwise, will be treated as long-term capital gain or loss and the remaining
forty percent will be treated as short term capital gain or loss. A Fund may
make certain elections that modify the above tax treatment with respect to
regulated futures contracts or listed non-equity options that are part of a
mixed straddle, as defined by the Internal Revenue Code.

A Fund may invest in certain investments that may cause it to realize
income prior to the receipt of cash distributions, including securities bearing
original issue discount. The level of such investments is not expected to affect
the Fund's ability to distribute adequate income to qualify as a regulated
investment company.

Treasury Regulations issued under Section 1092 of the Internal Revenue Code
provides for the coordination of the wash sale rules and the short sale rules
with the straddle rules. Generally, the wash sale rules prevent the current
recognition of loss where a position is sold at a loss and a substantially
identical position is acquired within a prescribed period. The short sale rules
generally prevent the use of short sales to convert short-term capital gain to
long-term capital gain and long-term capital loss to short-term capital loss.

If a Fund purchases the stock of passive foreign investment companies
('PFICs'), such Fund will be subject to tax under one of three regimes. Under
the default regime, gain on the sale of PFIC stock and certain 'excess
distributions' are treated as ordinary income and subject to an interest charge.
If the PFIC provides certain information and such Fund makes an election, it may
elect to include its pro rata share of the PFIC's capital gains and ordinary
income currently even if not distributed. For taxable years beginning after
December 31, 1997, a Fund may mark to market its PFIC shares if it is eligible
to

<PAGE>

do so and elects to do so. Any resulting gain will be ordinary income and losses
will be ordinary losses to the extent or prior ordinary income.

The foregoing discussion is intended only as a brief discussion of the
federal income tax consequences of an investment in shares of a Fund and the tax
treatment of certain Fund transactions. Distributions may also be subject to
state, local or foreign taxes. Stockholders are urged to consult their own tax
advisers regarding specific questions as to federal, state, local or foreign
taxes.

PERFORMANCE INFORMATION

Each Fund may advertise its performance in terms of average annual total
return for 1, 5 and 10 year periods, or for such lesser periods as such Fund has
been in existence. Average annual total return is computed by finding the
average annual compounded rates of return over the 1, 5 and 10 year periods that
would equate the initial amount invested to the ending redeemable value,
according to the following formula:

P(1 + T)'pp'n = ERV

<TABLE>

<S> <C>

P = A hypothetical initial payment of $1,000
T = Average annual total return
n = Number of years
ERV = Ending redeemable value of hypothetical $1,000 payment made at the beginning of the 1,
5 or 10 year periods at the end of the 1, 5 or 10 year periods (or fractional portion
thereof)
</TABLE>

The calculation (i) assumes all dividends and distributions by the Fund are
reinvested at net asset value on the reinvestment dates during the period, (ii)
includes all recurring fees that are charged to all shareholder accounts, (iii)
assumes complete redemption at the end of the 1, 5 or 10 year periods to
determine the ending redeemable value, and (iv) does not take into account any
federal or state income taxes that may be payable upon redemption.

Each Fund may also advertise aggregate total return, which represents the
cumulative change in the value of a hypothetical initial investment of $1,000 in
such Fund assuming a constant rate of performance over a stated period of time.
Aggregate total return is computed according to the following formula:

ERV-P
-------
P

<TABLE>

<S> <C>

Where: P = A hypothetical initial payment of $1,000
ERV = Ending redeemable value of hypothetical $1,000 payment made at the beginning of
the 1, 5 or 10 year periods at the end of the 1, 5 or 10 year periods (or
fractional portion thereof)
</TABLE>

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT
AND INDEPENDENT AUDITORS

The Bank of New York serves as Custodian for the Funds' assets. BISYS Fund
Services, Inc. serves as Transfer Agent and dividend disbursing agent. In those
capacities, both The Bank of New York and BISYS Fund Services, Inc. maintain
certain financial and accounting books and records pursuant to agreements with
the Trust.

KPMG LLP, 757 Third Avenue, New York, NY 10017 serves as the Trust's
independent auditors and in that capacity audits and reports on the Trust's
annual financial statements and financial highlights.

<PAGE>

FIRST EAGLE FUND OF AMERICA
INVESTMENT PORTFOLIO
October 31, 1998

<TABLE>
<CAPTION>
MARKET
SHARES COST VALUE
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
COMMON STOCK (80.33%)
AEROSPACE/DEFENSE (9.01%)
32,800 Alliant Techsystems Inc.* $ 1,069,759 $ 2,296,000
217,200 General Dynamics Corp. 7,628,732 12,855,525
320,000 Gulfstream Aerospace Corp.* 11,194,806 14,160,000
317,500 Loral Space and Communications Ltd.* 4,477,564 6,012,656
------------ ------------
24,370,861 35,324,181
BANKING/FINANCIAL (12.80%)
350,780 BankBoston Corp. 11,549,121 12,913,089
264,300 CIT Group Cl. A 7,679,521 7,218,694
286,500 Finova Group Inc. 7,333,669 13,966,875
109,200 Golden State Bancorp Inc.* 3,026,348 2,095,275
143,900 Greenpoint Financial Corp. 4,738,906 4,721,719
141,700 Household International Inc. 4,830,308 5,180,906
68,700 Mellon Bank Corp. 3,973,128 4,130,588
------------ ------------
43,131,001 50,227,146
BIOTECHNOLOGY (8.04%)
140,100 Amgen Inc.* 6,950,067 11,006,605
237,800 Biogen Inc.* 8,271,111 16,527,100
178,500 Chiron Corp.* 3,562,598 4,016,250
------------ ------------
18,783,776 31,549,955
COMMUNICATIONS (3.43%)
84,000 AirTouch Communications Inc.* 4,220,322 4,704,000
140,200 Comsat Corp. 4,585,879 5,529,138
126,100 General Instrument Corp.* 3,126,888 3,239,194
------------ ------------
11,933,089 13,472,332
CONSUMER PRODUCTS (4.28%)
59,800 CompUSA Inc.* 795,882 829,725
49,600 Fort James Corp.* 1,878,913 1,999,500
204,500 Fortune Brands Inc. 7,160,312 6,761,281
145,800 Tandy Corp. 5,641,525 7,226,213
------------ ------------
15,476,632 16,816,719
DATA SERVICES (12.03%)
137,800 Ceridian Corp.* 4,999,803 7,906,275
361,000 Dun & Bradstreet Corp. 9,783,749 10,243,375
423,200 First Data Corp. 11,445,568 11,214,800
172,600 Galileo International Inc. 6,593,264 6,548,013
338,100 Storage Technology Corp.* 9,085,561 11,305,219
------------ ------------
41,907,945 47,217,682
HEALTH (7.99%)
272,280 Allegiance Corp. 3,371,274 10,125,413
153,700 Perkin-Elmer Corp. 10,133,102 12,958,831
293,200 St. Jude Medical Inc.* 9,276,731 8,282,900
------------ ------------
22,781,107 31,367,144
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-1

<PAGE>

<TABLE>
<CAPTION>
MARKET
SHARES COST VALUE
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
INDUSTRIAL PRODUCTS (8.63%)
105,400 Ball Corp. $ 4,467,173 $ 4,446,563
77,100 Cooper Industries Inc. 3,089,751 3,402,038
435,900 Grace (W.R.) & Co. 7,136,577 7,573,763
250,900 Millenium Chemicals Inc. 5,413,336 6,115,688
98,300 Owens-Illinois Inc.* 2,681,914 3,004,294
8,000 Triacq Corp.'D' 10,000 0
85,600 USG Corp. 3,364,523 4,082,050
322,000 U.S. Industries Inc. 7,137,020 5,252,625
------------ ------------
33,300,294 33,877,021
MEDIA/GAMING (10.96%)
10,600 Cablevision Systems Cl. A* 443,461 511,450
275,900 Comcast Corp. Special Cl. A 7,513,328 13,622,563
168,100 International Game Technology 2,852,103 3,792,756
231,950 Liberty Media Group Cl. A* 6,849,284 8,828,597
142,100 MediaOne Group Inc.* 4,425,621 6,012,606
226,600 Tele-Communications Cl. A 5,448,690 9,545,527
38,700 Tele-Communications-TCI Ventures* 647,761 720,782
------------ ------------
28,180,248 43,034,281
MISCELLANEOUS (3.16%)
25,000 Aavid Thermal Technologies Inc.* 54,941 375,000
72,650 Aon Corp. 3,132,640 4,504,300
132,800 US Airways Group Inc.* 8,444,228 7,511,500
------------ ------------
11,631,809 12,390,800
------------ ------------
TOTAL COMMON STOCK 251,496,762 315,277,261
------------ ------------

PREFERRED STOCK (2.09%)
698 Assistive Technology Project Inc.
Ser. A'D' 500,000 500,000
250 Assistive Technology Project Inc.
Ser. C'D' 250,000 250,000
9,648 Assistive Technology Project Inc.
Ser. E'D' 126,013 126,013
241,000 News Corp. Ltd. 5,517,590 5,829,188
59,040 Shape Technology Inc. Ser. A
Conv.'D' 1,000,000 300,000
1,200 Tidewater Holdings Inc. Ser. A
Conv.'D' 1,200,000 1,200,000
------------ ------------
TOTAL PREFERRED STOCK 8,593,603 8,205,201
------------ ------------
WARRANTS (0.00%)
2,291 Assistive Technology 382 382
1,455 Assistive Technology Inc. Pfd.
Ser. E 0 0
------------ ------------
TOTAL WARRANTS 382 382
------------ ------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-2

<PAGE>

<TABLE>
<CAPTION>
MARKET
SHARES COST VALUE
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
OTHER INVESTMENTS (0.51%)
16.1616 Euro Outlet Malls, L.P.'D' (cost
$1,100,000) $ 1,100,000 $ 2,000,000
------------ ------------
CONTRACTS
- ----------------------------------------------------------------------------
CALL OPTIONS (0.49%)
500 Amgen Inc. @ 75 exp. Nov. 1998 251,500 237,500
1,125 Centocor Inc. @ 30 exp. Nov. 1998 1,530,878 1,645,313
------------ ------------
TOTAL CALL OPTIONS 1,782,378 1,882,813
------------ ------------
TOTAL INVESTMENTS $262,973,125 $327,365,657
------------ ------------
------------ ------------
PRINCIPAL
- --------------------------------------------------------------------------
SHORT TERM INVESTMENTS (17.38%)
3,200,000 US Treasury Bill due 11/05/98 3,198,261 3,198,005
18,300,000 US Treasury Bill due 11/27/98** 18,236,998 18,243,840
8,000,000 US Treasury Bill due 12/10/98 7,959,462 7,970,586
3,500,000 US Treasury Bill due 12/24/98 3,476,864 3,480,908
1,500,000 US Treasury Bill due 12/31/98 1,489,550 1,490,252
25,400,000 US Treasury Bill due 1/7/99** 25,226,392 25,213,793
5,700,000 US Treasury Bill due 1/14/99 5,656,500 5,653,192
3,000,000 US Treasury Bill due 1/21/99 2,974,215 2,970,665
------------ ------------
TOTAL SHORT TERM INVESTMENTS 68,218,242 68,221,241
------------ ------------
------------ ------------
CONTRACTS
- ----------------------------------------------------------------------------
COVERED CALL OPTIONS WRITTEN ( - 1.03%)
1,000 Amgen Inc. @ 80 exp. Nov. 1998 (187,500)
1,900 Biogen Inc. @ 65 exp. Nov. 1998 (1,199,375)
220 Ceridian Corp. @ 60 exp. Nov. 1998 (30,250)
2,172 General Dynamics Corp. @ 47.50 exp.
Nov. 1998 (2,633,550)
------------
TOTAL COVERED CALL OPTIONS WRITTEN
(PREMIUM $1,900,893) (4,050,675)
------------
TOTAL INVESTMENT PORTFOLIO (99.76%) $329,290,474 391,536,223
------------
------------
Other assets in excess of other
liabilities (0.23%) 936,071
------------
NET ASSETS (100.00%) $392,472,294
------------
------------
</TABLE>

* Non-income producing security.
** At October 31, 1998, a portion of this security was segregated to cover
collateral requirements for options.
'D' Restricted security priced at fair value by the Board of Directors.
Represents ownership interest in a security which has not been registered
with the Securities and Exchange Commission under the Securities Act

The accompanying notes are an integral part of these financial statements.

F-3

<PAGE>

of 1933. Information concerning each restricted security holding on
October 31, 1998 is shown below:

Security Acquisition Date Cost
- --------------------------------------------------------------------------------
<S> <C> <C>
Assistive Technology Project Inc. Ser. A Pfd. Stock 10/3/95 $ 500,000
Assistive Technology Project Inc. Ser. C Pfd. Stock 12/19/96 $ 250,000
Assistive Technology Project Inc. Ser. E Pfd. Stock 10/30/98 $ 126,013
Euro Outlet Malls, L.P. 12/30/94 $1,100,000
Shape Technology Inc. Ser. A Conv. Pfd. Stock 11/29/94 $1,000,000
Tidewater Holdings Inc. Ser. A Conv. Pfd. Stock 7/9/96 $1,200,000
Triacq Corp. Common Stock 7/27/95 $ 10,000

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4

<PAGE>

FIRST EAGLE INTERNATIONAL FUND
INVESTMENT PORTFOLIO
October 31, 1998

<TABLE>
<CAPTION>
MARKET
SHARES COST VALUE
- ----------------------------------------------------------------------------

COMMON STOCK (80.70%)
FINLAND (2.64%)
23,400 KCI Konecranes International (building
cranes) $ 428,620 $ 1,017,088
FRANCE (13.17%)
25,000 Alcatel Alsthom ADR*
(telecommunications) 497,328 550,000
9,800 AXA (insurance) 842,944 1,107,504
11,253 Banque Nationale de Paris (banking) 671,818 712,602
10,000 Casino Guichard Perrachon
(supermarkets) 1,021,107 995,141
3,300 Paribas SA (financial services) 302,146 242,527
2,500 Penauille Polyservices (commercial
services) 813,047 584,848
9,600 Rexel SA (electrical equipment) 1,012,942 881,051
----------- -----------
5,161,332 5,073,673
GERMANY (20.20%)
2,500 Allianz AG (insurance) 818,105 858,139
11,000 Daimler Benz AG (automobiles) 954,461 866,743
15,365 Deutsche Bank AG (banking) 1,081,743 964,835
12,000 Deutsche Pfandbrief AG (mortgage bank) 754,679 963,652
7,578 Hannover Rueckversicherungs AG
(insurance) 437,146 876,215
15,000 Kamps AG* (baking) 441,656 681,077
30,400 SKW Trostberg AG (specialty chemicals) 694,400 752,566
24,230 Volkswagen AG (automobiles) 1,232,059 1,821,420
----------- -----------
6,414,249 7,784,647
JAPAN (0.78%)
100,000 Nikko Securities (financial services) 293,247 302,068
ITALY (10.98%)
600,000 Banco Di Napoli SpA (banking) 772,905 686,708
229,000 Unicredito Italiano SpA (insurance) 409,378 1,230,093
42,200 Industrie Natuzzi SpA ADR (leather
furniture) 574,328 767,513
61,000 Instituto Bancario San Paolo (banking) 758,947 897,360
235,000 Ist. Naz. Delle Assicurazioni SpA
(insurance) 640,871 647,658
----------- -----------
3,156,429 4,229,332
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5

<PAGE>

<TABLE>
<CAPTION>
MARKET
SHARES COST VALUE
- ----------------------------------------------------------------------------
<S> <C> <C> <C>

NETHERLANDS (19.31%)
34,496 Aalberts Industries NV (specialty
valves) $ 837,521 $ 825,599
16,200 Benckiser NV (cleaning & washing
agents) 713,204 918,552
30,000 DOC Data NV* (audio & multimedia CDs) 858,679 505,970
29,199 Hunter Douglas NV (window treatments) 967,891 1,047,456
23,425 IHC Caland NV (dredging & offshore
equipment) 942,469 1,059,813
39,425 Koninklijke Ahrend NV (office furniture
& supplies) 875,816 800,025
38,485 Samas-Groep NV (office supplies) 721,401 640,833
8,470 Wolters Kluwer NV (publishing) 492,834 1,641,666
----------- -----------
6,409,815 7,439,914
SWITZERLAND (6.09%)
625 Novartis AG Basel (pharmaceuticals) 1,009,060 1,126,126
2,010 Zuerich Allied AG (insurance) 1,078,679 1,221,556
----------- -----------
2,087,739 2,347,682
UNITED KINGDOM (7.53%)
159,075 J.D. Wetherspoon Plc. (pubs) 314,213 532,825
72,000 Orange Plc.* (telecommunications) 577,925 669,234
100,000 Scottish Power Plc. (power & energy) 973,593 981,409
146,000 WPP Group Plc. (advertising) 631,621 716,430
----------- -----------
2,497,352 2,899,898
----------- -----------
TOTAL COMMON STOCK 26,448,783 31,094,302
----------- -----------
----------- -----------
</TABLE>

<TABLE>
<CAPTION>
MARKET
PRINCIPAL COST VALUE
- --------------------------------------------------------------------------
<S> <C> <C> <C>
SHORT TERM INVESTMENTS (21.61%)
3,500,000 US Treasury Bill due 11/5/98 3,498,098 3,497,819
275,000 US Treasury Bill due 1/7/99 273,091 272,984
500,000 US Treasury Bill due 1/14/99 496,136 495,894
4,100,000 US Treasury Bill due 1/21/99 4,063,127 4,059,910
----------- -----------
8,330,452 8,326,607
----------- -----------
TOTAL INVESTMENT PORTFOLIO $34,779,235 $39,420,909
-----------
-----------
Other liabilities in excess of
other assets (-2.31%) (890,738)
-----------
NET ASSETS (100.00%) $38,530,171
-----------
-----------
* Non-income producing security.

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6

<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
October 31, 1998

<TABLE>
<CAPTION>
FIRST EAGLE FIRST EAGLE
FUND OF AMERICA INTERNATIONAL FUND

<S> <C> <C>
ASSETS:
Investments -- Cost $ 262,973,125 $ 26,448,783
Short-term investments -- Cost 68,218,242 8,330,452

Investments, at value 327,365,657 31,094,302
Short-term investments, at value 68,221,241 8,326,607
Cash 469,044 --
Dividends and interest receivable 199,627 109,926
Receivable for Fund shares sold 547,693 12,739
Receivable for investments sold 3,401,425 226,275
Deferred organization expenses -- 12,240
--------------- ------------------
TOTAL ASSETS 400,204,687 39,782,089
--------------- ------------------
LIABILITIES:
Options written, at value** 4,050,675 --
Payable to bank -- 1,077,444
Payable for investments purchased 2,983,194 --
Payable for Fund shares redeemed 122,362 53,972
Management fee payable 303,103 31,312
Accrued operating expenses 273,059 89,190
--------------- ------------------
TOTAL LIABILITIES 7,732,393 1,251,918
--------------- ------------------

NET ASSETS $ 392,472,294 $ 38,530,171
--------------- ------------------
--------------- ------------------

Net Assets were comprised of:
Par value of capital shares (note
6) 182,290 23,953
Capital paid in excess of par value
(note 6) 297,325,283 30,717,301
Net unrealized appreciation of
investments, written options and
foreign currency related
transactions 62,245,749 4,647,432
Accumulated net realized gain on
investments, written options and
foreign currency related
transactions 32,718,972 3,141,485
--------------- ------------------
NET ASSETS $ 392,472,294 $ 38,530,171
--------------- ------------------
--------------- ------------------
SHARES OUTSTANDING
Class Y 18,197,497 2,376,066
Class C 31,502 19,217
NET ASSET VALUE PER SHARE:

Class Y (and redemption price) $21.53 $16.09
Class C* $21.43 $16.01
</TABLE>

* Redemption price is NAV of Class C shares reduced by a 1.25% CDSC if shares
are redeemed within the first year of purchase.

** Premiums received for First Eagle Fund of America was $1,900,893.

The accompanying notes are an integral part of these financial statements.

F-7

<PAGE>

STATEMENT OF OPERATIONS
October 31, 1998

<TABLE>
<CAPTION>
FIRST EAGLE FIRST EAGLE
FUND OF AMERICA INTERNATIONAL FUND

<S> <C> <C>
INVESTMENT INCOME:
Dividend income $ 2,384,037 $ 656,565
Interest income 1,224,410 232,291
Less: Foreign withholding tax (16,896) (47,840)
--------------- ------------------
TOTAL INVESTMENT INCOME 3,591,551 841,016
--------------- ------------------

EXPENSES:
Management fee (note 2) 3,520,419 494,580
Services fee (note 2) 824,804 108,143
Transfer agent fees 196,519 45,186
Legal fees 109,157 77,483
Custodian fees 55,514 71,485
Registration expenses 76,683 34,687
Audit fees 52,700 55,200
Accounting fees 56,250 72,750
Organizational expenses -- 29,200
Trustee fees 22,500 33,750
Printing expenses 29,673 10,488
Distribution fees (note 2) 2,993 1,396
Miscellaneous expenses 19,873 12,363
--------------- ------------------
TOTAL EXPENSES 4,967,085 1,046,711
Less: Custody earnings credits
(note 3) (38,318) (33,934)
Management fee waiver (note 2) -- (23,504)
--------------- ------------------

NET EXPENSES 4,928,767 989,273
--------------- ------------------

NET INVESTMENT LOSS (1,337,216) (148,257)
--------------- ------------------

NET REALIZED AND UNREALIZED
GAIN/(LOSS) ON INVESTMENTS, WRITTEN
OPTIONS AND FOREIGN CURRENCY RELATED
TRANSACTIONS:
Net Realized Gain (Loss) from:
Investment transactions 32,670,646 3,819,902
Forward foreign currency
contracts -- (1,275,745)
--------------- ------------------

NET REALIZED GAIN 32,670,646 2,544,157
Change in Net Unrealized Appreciation
of Investments, Written Options and
Foreign Currency Related Transactions:
Beginning of year 48,210,381 4,857,600
End of year 62,245,749 4,647,432
--------------- ------------------

INCREASE/(DECREASE) IN NET UNREALIZED
APPRECIATION 14,035,368 (210,168)
--------------- ------------------

NET GAIN ON INVESTMENTS, WRITTEN
OPTIONS AND FOREIGN CURRENCY RELATED
TRANSACTIONS 46,706,014 2,333,989
--------------- ------------------

INCREASE IN NET ASSETS FROM OPERATIONS $45,368,798 $ 2,185,732
--------------- ------------------
--------------- ------------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-8

<PAGE>

FIRST EAGLE FUND OF AMERICA
STATEMENT OF CHANGES IN NET ASSETS
For the year ended October 31, 1998

<TABLE>
<CAPTION>
1998 1997

<S> <C> <C>
OPERATIONS:
Net investment loss $ (1,337,216) $ (660,183)
Net realized gain 32,670,646 49,926,578
Increase in net unrealized
appreciation 14,035,368 5,949,601
--------------- ------------------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS 45,368,798 55,215,996
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income -- --
Net realized gain (32,159,998) (27,243,648)
--------------- ------------------
DECREASE IN NET ASSETS FROM
DISTRIBUTIONS TO SHAREHOLDERS (32,159,998) (27,243,648)
FUND SHARE TRANSACTIONS (NOTE 6):
Net proceeds from sale of shares 154,415,411 59,873,730
Net asset value of shares issued
for reinvestment of capital
gains 27,394,898 24,451,245
Cost of shares redeemed (56,985,140) (21,261,845)
--------------- ------------------
INCREASE IN NET ASSETS FROM FUND
SHARE TRANSACTIONS 124,825,169 63,063,130
--------------- ------------------
INCREASE IN NET ASSETS 138,033,969 91,035,478
NET ASSETS:
Beginning of year 254,438,325 163,402,847
--------------- ------------------
END OF YEAR $ 392,472,294 $254,438,325
--------------- ------------------
--------------- ------------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-9

<PAGE>

FIRST EAGLE INTERNATIONAL FUND
STATEMENT OF CHANGES IN NET ASSETS
For the year ended October 31, 1998

<TABLE>
<CAPTION>
1998 1997*

<S> <C> <C>
OPERATIONS:
Net investment loss $ (148,257) $ (260,406)
Net realized gain 2,544,157 3,161,433
Decrease in net unrealized
appreciation (210,168) (489,685)
--------------- -------------------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS 2,185,732 2,411,342
DISTRIBUTIONS TO SHAREHOLDERS
FROM:
Net investment income -- --
Net realized gain (2,212,663) --
--------------- -------------------
DECREASE IN NET ASSETS FROM
DISTRIBUTIONS TO SHAREHOLDERS (2,212,663) --
FUND SHARE TRANSACTIONS (NOTE 6):
Net proceeds from sale of shares 26,925,432 4,235,374
Net asset value of shares issued
for reinvestment of capital
gains 1,785,523 816,027
Cost of shares redeemed (26,474,063) (3,247,813)
--------------- -------------------
INCREASE IN NET ASSETS FROM FUND
SHARE TRANSACTIONS 2,236,892 1,803,588
--------------- -------------------
INCREASE IN NET ASSETS 2,209,961 4,214,930
NET ASSETS:
Beginning of period 36,320,210 32,105,280
--------------- -------------------
END OF PERIOD $ 38,530,171 $36,320,210
--------------- -------------------
--------------- -------------------
</TABLE>

* For the period from January 1, 1997 to October 31, 1997

The accompanying notes are an integral part of these financial statements.

F-10

<PAGE>

FIRST EAGLE TRUST
NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND ACCOUNTING POLICIES -- First Eagle Fund of America,
Inc. and First Eagle International Fund, Inc., each a Maryland corporation, were
reorganized as separate Series of First Eagle Trust, a Delaware business trust,
(the 'Trust') effective February 28, 1998. The trust is registered under the
Investment Company Act of 1940 as amended (the 'Act') as a non-diversified,
open-end management investment company. The Trust presently consists of two
separate portfolios ('Series'): First Eagle Fund of America (a 'Fund') and First
Eagle International Fund (a 'Fund'). Each Series has distinct investment
objectives and policies. A shareholder's interest is limited to the Series in
which she or he owns shares. Each Series offers Class Y, Class C, and Class A
shares (inception November 19, 1998). All classes of shares have identical
rights to earnings, assets, and voting privileges, except that each class has
its own distribution and/or service plan, and has exclusive voting rights with
respect to matters affecting only that class.

The following is a summary of significant accounting policies:

A. VALUATION OF INVESTMENTS -- Any security for which the primary market is on
an exchange is valued at the last sale price on such exchange on the day of
valuation or, if there was no sale on such day, the mean between the last bid
and asked prices quoted on such day. Equity securities listed on the NASDAQ
National Market System are valued at the last sale price or, if there was no
sale on such day, at the mean between the most recently quoted bid and asked
prices. Corporate bonds (other than convertible debt securities) and US
Government Securities that are actively traded in the over-the-counter market,
including listed securities for which the primary market is believed to be
over-the-counter, are valued on the basis of valuations provided by a pricing
service which uses information with respect to transactions in bonds, quotations
from bond dealers, market transactions in comparable securities and various
relationships between securities in determining value. Other securities are
valued at the mean between the most recently quoted bid and asked prices. Short-
term debt instruments which mature in less than 60 days are valued at amortized
cost, unless the Board of Trustees determines that such valuation does not
represent fair value. Securities which are otherwise not readily marketable or
securities for which market quotations are not readily available are valued in
good faith at fair value in

F-11

<PAGE>

accordance with procedures adopted by the Trust's Board of Trustees. A Valuation
Committee of the Board of Trustees has been established to determine the value
of such securities after consultation with the Trust's investment adviser.

B. ACCOUNTING FOR INVESTMENTS -- Security transactions are accounted for on the
trade date (date the order to buy or sell is executed). Realized gains or losses
on security transactions are determined based on the specific identification
method. Discounts and premiums on purchases of investments are accreted and
amortized, respectively, as adjustments to interest income and cost of
securities. Dividend income is recorded on the ex-dividend date. Interest income
is recorded on the accrual basis.

OPTIONS: In order to produce incremental earnings or protect against changes in
the value of portfolio securities, a Fund may buy and sell put and call options,
write covered call options on portfolio securities and write cash-secured put
options.

A Fund generally purchases put options or writes covered call options to hedge
against adverse movements in the value of portfolio holdings. A Fund may also
use options for speculative purposes, although it does not employ options for
this purpose at the present time. A Fund will segregate assets to cover its
obligations under option contracts.

Options contracts are valued daily based upon the last sale price on the
principal exchange on which the option is traded and unrealized appreciation or
depreciation is recorded. A Fund will realize a gain or loss upon the expiration
or closing of the option transaction. When an option is exercised, the proceeds
on the sales of a written call option, the purchase cost of a written put
option, or the cost of the security for a purchased put or call option is
adjusted by the amount of premium received or paid.

The risk in writing a call option is that a Fund gives up the opportunity for
profit if the market price of the security increases and the option is
exercised. The risk in writing a put option is that a Fund may incur a loss if
the market price of the security decreases and the option is exercised. The risk
of buying an option is that a Fund pays a premium whether or not the option is
exercised. A Fund also has the additional risk of not being able to enter into a
closing transaction if a liquid secondary market does not exist. A Fund may also
write over-the-counter options where the completion of the obligation is
dependent upon the credit standing of the counterparty.

F-12

<PAGE>

FORWARD CURRENCY CONTRACTS: In connection with purchases and sales of securities
denominated in foreign currencies, a Fund may enter into forward currency
contracts. Additionally, a Fund may enter into such contracts to hedge certain
other foreign currency denominated investments. These contracts are recorded at
market value, and the related realized and unrealized foreign exchange gains and
losses are included in the statement of operations. A Fund will realize a gain
or loss upon the closing or settlement of the forward transaction. Such realized
gains or losses are included in the statement of operations. In the event that
counterparties fail to settle these currency contracts or the related foreign
security trades, a Fund could be exposed to foreign currency fluctuations.

C. FOREIGN CURRENCY TRANSLATION: The market values of securities which are not
traded in United States currency are recorded in the financial statements after
translation to US dollars based on the applicable exchange rates at the end of
the period. The costs of such securities are translated at exchange rates
prevailing when acquired. Related dividends, interest and withholding taxes are
accrued at the rates of exchange prevailing on the respective dates of such
transactions.

The net assets of a Fund are presented at the foreign exchange rates and market
values at the close of the period. A Fund does not isolate that portion of gains
and losses on investments which is due to change in foreign exchange rates from
that which is due to changes in market prices of the equity securities.

D. FEDERAL INCOME TAX STATUS -- It is the Funds' policy to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable income to shareholders.
Accordingly, no federal income tax provision is required.

E. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends from net investment
income, if any, and distribution of net realized gain from investment
transactions, if any, will be made annually. The Funds record dividends and
distributions to its shareholders on the record date.

F. DEFERRED ORGANIZATION EXPENSES -- A total of $146,000 was incurred in
connection with the organization of First Eagle International Fund. The costs
have been deferred and are being amortized by the Fund over the period of
benefit not to exceed 60 months from the date the Fund commenced operations. The
Adviser has agreed that if

F-13

<PAGE>

any of the initial shares purchased by the Adviser are redeemed during the
amortization period, the redemption proceeds will be reduced by any unamortized
organizational expenses in the same proportion as the number of initial shares
being redeemed bears to the number of shares outstanding at the time of
redemption.

G. ESTIMATES AND ASSUMPTIONS -- Estimates and assumptions are required to be
made regarding assets, liabilities and changes in net assets resulting from
operations when financial statements are prepared. Changes in economic
environment, financial markets and any other parameters used in determining
these estimates could cause results to differ from these amounts.

NOTE 2. INVESTMENT ADVISORY AGREEMENT AND SERVICES AGREEMENT -- Arnhold and S.
Bleichroeder Advisers, Inc. (the 'Adviser'), a wholly owned subsidiary of
Arnhold and S. Bleichroeder, Inc. ('ASB'), manages the Trust. For its services,
the Adviser receives, pursuant to an Investment Advisory Agreement between the
Trust and the Adviser (the 'Advisory Agreement') an annual advisory fee of 1.00%
of the average daily net assets of each Fund. On February 19, 1998, the
shareholders and on February 20, 1998, the Board of Trustees approved the
Advisory Agreement between the Trust and the Adviser, effective February 27,
1998. The Advisory Agreement is substantially the same as the prior investment
advisory agreements between First Eagle Fund of America, Inc and between First
Eagle International Fund, Inc. and the Adviser except the new Advisory Agreement
provides for monthly advisory fee payments and reduces the rate of the advisory
fees. Prior to February 28, 1998, First Eagle Fund of America, Inc. paid the
Adviser a fee at the annual rate 1.25% of average daily net assets and First
Eagle International Fund, Inc. paid the Adviser a fee at the annual rate of
1.50% of average daily net assets.

For the period from November 1, 1997 through December 31, 1997 the Adviser
waived part of its fees in the amount of $23,504 for First Eagle International
Fund, Inc.

ASB (the 'Distributor') serves as the distributor of the Trust's Class Y, Class
C, and Class A shares. The Distributor receives an annual services fee at the
annual rate of 0.25% of each portfolio's daily net assets payable monthly,
pursuant to a Distribution and Services Agreement which was approved by the
Board of Trustees, to cover expenses incurred by ASB for providing shareholder
liaison services,

F-14

<PAGE>

including assistance with subscriptions, redemptions and other shareholder
questions.

Shareholders pay the distributor a contingent deferred sales charge ('CDSC') of
1.25% on Class C shares which applies if redemption occurs within the first year
of purchase. In addition, the Trust also pays a distribution fee (12b-1) with
respect to Class C shares calculated at the annual rate of 0.75% of the average
daily net assets. For the period from March 2, 1998 to October 31, 1998, total
12b-1 fees for Class C shares were as follows:

<TABLE>

<S> <C>

First Eagle Fund of America $2,993
First Eagle International Fund $1,396

</TABLE>

NOTE 3. CUSTODIAN FEES -- The Fund has entered into an expense offset agreement
with its custodian wherein it receives credit toward the reduction of custodian
fees whenever there are uninvested cash balances. As of October 31, 1998 the
portfolio's custodian fees and related offset were as follows:

<TABLE>
<CAPTION>
Custodian Fees Credits Earned
-------------- --------------
<S> <C> <C>
First Eagle Fund of America $ 55,514 $ 38,318
First Eagle International Fund $ 71,485 $ 33,934

</TABLE>

NOTE 4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES -- The aggregate
costs of purchases and proceeds from sales of investments (including maturities,
but excluding short-term investments), during the year ended October 31, 1998
were as follows:

<TABLE>
<CAPTION>
Purchases Sales
------------ ------------
<S> <C> <C>
First Eagle Fund of America $290,243,306 $252,361,314
First Eagle International Fund $ 34,530,936 $ 39,399,694

</TABLE>

For the year ended October 31, 1998 First Eagle Fund of America had the
following written options transactions:

<TABLE>
<CAPTION>
Number of Contracts Premium
------------------- ----------
<S> <C> <C>
Options outstanding at October 31, 1997 0 $ 0
Options written 11,854 $3,011,988
Options exercised 1,512 $ 146,659
Options expired/closed 5,050 $ 964,436
------- ----------
Options outstanding at October 31, 1998 5,292 $1,900,893
------- ----------
------- ----------
</TABLE>

For the year ended October 31, 1998, the First Eagle Fund of America and First
Eagle International Fund paid brokerage commissions on

F-15

<PAGE>

securities transactions of $745,444 and $142,365 and of which $128,836 and
$16,221 was paid to ASB, respectively.

NOTE 5. FEDERAL INCOME TAXES -- During the year ended October 31, 1998, the
First Eagle Fund of America and First Eagle International Fund realized net
capital gains of $32,718,176 and $3,261,396 respectively. The United States
federal income tax basis of the Funds' investments at October 31, 1998 was
substantially the same as the basis for financial reporting purposes and
accordingly, the aggregate gross unrealized appreciation on investments was
$75,161,520 for the First Eagle Fund of America and $5,903,010 for the First
Eagle International Fund and the aggregate unrealized gross depreciation was
$12,915,771 and $1,261,336 respectively, resulting in net unrealized
appreciation for United States income tax purposes of $62,245,749 and $4,641,679
respectively.

NOTE 6. CAPITAL SHARES -- The Declaration of the Trust authorizes the issuance
of an unlimited number of shares of beneficial interest without par value. The
Trust has established Class Y, Class C, and Class A shares. Each share of a
class represents an identical interest in the portfolio and has the same rights,
except that each class bears certain expenses specifically related to the
distribution of its shares.

At October 31, 1998, total paid-in capital amounted to the following for each
class:

<TABLE>
<CAPTION>
Class Y Class C
------------ --------
<S> <C> <C>
First Eagle Fund of America $298,179,898 $661,283
First Eagle International Fund $ 30,424,053 $345,547
</TABLE>

Transactions in shares of each portfolio were as follows:

<TABLE>
<CAPTION>
Year ended Year ended
October 31, 1998 October 31, 1997
------------------------- -------------------------
Shares Amount Shares Amount
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
FIRST EAGLE FUND OF AMERICA CLASS Y
Shares sold 7,168,769 $153,754,128 3,081,544 $ 59,873,730
Shares redeemed (2,802,071) (56,985,140) (1,095,568) (21,261,845)
Shares issued on
reinvestment 1,474,429 27,394,898 1,275,745 24,451,245
---------- ------------ ---------- ------------
Net Increase 5,841,127 $124,163,886 3,261,721 $ 63,063,130
---------- ------------ ---------- ------------
---------- ------------ ---------- ------------
</TABLE>

F-16

<PAGE>

<TABLE>
<CAPTION>
For the period from March 2, 1998
to October 31, 1998
----------------------------------------------------------------------
Shares Amount
--------------------------------- ---------------------------------
<S> <C> <C>

FIRST EAGLE FUND OF AMERICA CLASS C
Shares sold 31,502 $ 661,283
Shares redeemed -- --
Shares issued on reinvestment -- --
------- -----------
Net Increase 31,502 $ 661,283
------- -----------
------- -----------
</TABLE>

<TABLE>
<CAPTION>
Period from
Year ended January 1, 1997 to
October 31, 1998 October 31, 1997
-------------------------- -----------------------
Shares Amount Shares Amount
---------- ------------ -------- -----------
<S> <C> <C> <C> <C>

FIRST EAGLE INTERNATIONAL FUND CLASS Y
Shares sold 1,473,222 $ 26,579,885 254,815 $ 4,235,374
Shares redeemed (1,460,355) (26,474,063) (197,199) (3,247,813)
Shares issued on
reinvestment 117,160 1,785,523 54,257 816,027
---------- ------------ -------- -----------
Net Increase 130,027 $ 1,891,345 111,873 $ 1,803,588
---------- ------------ -------- -----------
---------- ------------ -------- -----------
</TABLE>

<TABLE>
<CAPTION>
For the period from March 2, 1998
to October 31, 1998
-------------------------------------
Shares Amount
----------------- ----------------
<S> <C> <C>
FIRST EAGLE INTERNATIONAL FUND CLASS C
Shares sold 19,217 $345,547
Shares redeemed -- --
Shares issued on reinvestment -- --
------- ----------------
Net Increase 19,217 $345,547
------- ----------------
------- ----------------
</TABLE>

Of the 18,228,999 shares of common stock outstanding for First Eagle Fund of
America and 2,395,283 shares of common stock outstanding for First Eagle
International Fund at October 31, 1998 ASB owned 26,837 and 9,056 shares and the
ASB Profit Sharing Plan owned 407,660 and 275,742 shares respectively. The
directors and officers of the Trust owned approximately 238,568 shares of First
Eagle Fund of America and 173,638 shares of the First Eagle International Fund
at October 31, 1998.

F-17

<PAGE>

FINANCIAL HIGHLIGHTS

SELECTED DATA FOR A SHARE OF COMMON STOCK OUTSTANDING THROUGHOUT EACH YEAR

FUND OF AMERICA CLASS Y SHARES

<TABLE>
<CAPTION>
FOR THE YEAR ENDED OCTOBER 31,
-------------------------------------------------------------------------------
1998 1997 1996 1995 1994
----------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of
year $ 20.59 $17.97 $16.28 $15.45 $16.53
INCOME FROM
INVESTMENT
OPERATIONS
Net investment
loss (0.08) (0.06) (0.04) (0.04) (0.12)
Net realized
and unrealized
gain 3.62 5.31 4.08 2.87 0.66
----------- ------ ------ ------ ------
Total from
investment
operations 3.54 5.25 4.04 2.83 0.54
----------- ------ ------ ------ ------
LESS
DISTRIBUTIONS
FROM:
Net investment
income -- -- -- -- --
Net realized
gain (2.60) (2.63) (2.35) (2.00) (1.62)
----------- ------ ------ ------ ------
Total
distributions (2.60) (2.63) (2.35) (2.00) (1.62)
----------- ------ ------ ------ ------
Net asset value,
end of year $ 21.53 $20.59 $17.97 $16.28 $15.45
----------- ------ ------ ------ ------
----------- ------ ------ ------ ------
Total Return* 19.2% 31.0% 27.1% 21.6% 3.8%
Net assets,
end of year $391,797,350 $254,438,325 $163,402,847 $134,350,180 $120,515,968
RATIOS TO
AVERAGE NET
ASSETS:
Expenses(1) 1.5% 1.7% 1.8% 1.9% 1.9%
Net
investment loss (0.4)% (0.3)% (0.2)% (0.3)% (0.7)%
Portfolio
turnover rate 83% 98% 93% 81% 125%

</TABLE>

* Past performance is not predictive of future performance.

(1) For the year ended October 31, 1998 and for the year ended October 31, 1997,
the Fund has earned credits from the custodian which reduce service fees
incurred. If the credits are taken into consideration, the ratio of expenses
to average net assets would be 1.5% and 1.7%, respectively.

F-18

<PAGE>

FINANCIAL HIGHLIGHTS

SELECTED DATA FOR A SHARE OF COMMON STOCK OUTSTANDING THROUGHOUT EACH PERIOD:

FUND OF AMERICA CLASS C SHARES

<TABLE>
<CAPTION>
MARCH 2, 1998**
THROUGH
OCTOBER 31, 1998
----------------

<S> <C>
Net asset value, beginning of period $ 21.07
INCOME FROM INVESTMENT OPERATIONS
Net investment loss (0.16)
Net realized and unrealized gain 0.52
--------
Total from investment operations 0.36
--------
LESS DISTRIBUTIONS FROM:
Net investment income --
Net realized gain --
--------
Total distributions --
--------
Net asset value, end of period $ 21.43
--------
--------
Total Return* 1.7%'DD'
Net assets, end of period $674,944
RATIOS TO AVERAGE NET ASSETS:
Expenses(1) 2.2%'D'
Net investment loss (1.1)%'D'
Portfolio turnover rate 83%

</TABLE>

* Past performance is not predictive of future performance

** Commencement of investment operations

'D' Annualized

'DD' Total return not annualized

(1) For the year ended October 31, 1998, the Fund has earned credits from the
custodian which reduce service fees incurred. If the credits are taken
into consideration, the ratio of expenses to average net assets would
be 2.2%'D'.

F-19

<PAGE>

FINANCIAL HIGHLIGHTS

SELECTED DATA FOR A SHARE OF COMMON STOCK OUTSTANDING THROUGHOUT EACH PERIOD:

INTERNATIONAL FUND CLASS Y

<TABLE>
<CAPTION>
FOR THE
PERIOD FROM APRIL 4, 1994 **
FOR THE JANUARY 1, FOR THE THROUGH
YEAR ENDED THROUGH YEAR ENDED DECEMBER 31,
OCTOBER 31, OCTOBER 31, DECEMBER 31, ------------------------
1998 1997 1996 1995 1994
----------- ------------ ------------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset
value,
beginning
of year $ 16.17 $15.04 $ 13.38 $12.37 $12.50
INCOME FROM
INVESTMENT
OPERATIONS
Net investment
loss (0.06) (0.12) (0.16) (0.13) (0.02)
Net realized
and unrealized
gain 0.95 1.25 2.29 1.57 (0.11)
----------- ------ ------ ------ ------
Total from
investment
operations 0.89 $ 1.13 2.13 1.44 (0.13)
----------- ------ ------ ------ ------
LESS
DISTRIBUTIONS
FROM:
Net investment
income -- -- -- -- --
Net realized
gain (0.97) -- (0.47) (0.43) --
----------- ------ ------ ------ ------
Total
distributions (0.97) -- (0.47) (0.43) --
----------- ------ ------ ------ ------
Net asset value,
end of year $ 16.09 $16.17 $ 15.04 $13.38 $12.37
----------- ------ ------ ------ ------
----------- ------ ------ ------ ------
Total Return* 5.8% 7.5%'DD' 15.9% 11.6% (1.0)%'DD'
Net assets,
end of year $38,222,433 $36,320,210 $32,105,280 $22,420,889 $20,152,024
RATIOS TO
AVERAGE NET
ASSETS:
Expenses(1) 2.4% 2.3%'D' 2.9% 3.1% 2.0%'D'
Net investment
loss (0.5)% (1.0)%'D' (1.1)% (1.1)% (0.3)%'D'
Portfolio
turnover rate 85% 54% 101% 166% 170%
</TABLE>

* Past performance is not predictive of future performance.

** Commencement of investment operations

'D' Annualized

'DD' Total return not annualized
(1) For the year ended October 31, 1998 and for the period ended October 31,
1997, the Adviser has waived part of its fee. If such fees were not
waived, the net investment loss would have been $(.08) and $(.18)
respectively and the expense ratio would have been 2.4%'D' and 2.8%'D',
respectively.

In addition, for the year ended October 31, 1998 and for the period
ended October 31, 1997 the Fund earned credits from the custodian which
reduce service fees incurred. If the credits are taken into
consideration the expense ratios are 2.3% and 2.3%, respectively.

F-20

<PAGE>

FINANCIAL HIGHLIGHTS

SELECTED DATA FOR A SHARE OF COMMON STOCK OUTSTANDING THROUGHOUT EACH PERIOD:

INTERNATIONAL FUND CLASS C

<TABLE>
<CAPTION>
MARCH 2, 1998
THROUGH
OCTOBER 31, 1998**
------------------

<S> <C>
Net asset value, beginning of period $ 16.90
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.84
Net realized and unrealized loss (1.73)
--------
Total from investment operations (0.89)
--------
LESS DISTRIBUTIONS FROM:
Net investment income
Net realized gain --
--------
Total distributions --
--------
Net asset value, end of period $ 16.01
--------
--------
Total Return* (5.3)%'DD'
Net assets, end of period $307,738
RATIOS TO AVERAGE NET ASSETS:
Expenses(1) 2.9%'D'
Net investment income 7.0%'D'
Portfolio turnover rate 85%
</TABLE>

* Past performance is not predictive of future performance.

** Commencement of investment operations

'D' Annualized

'DD' Total return not annualized

(1) For the period from March 2, 1998 to October 31, 1998 the Fund earned
credits from the custodian which reduce service fees incurred. If the
credits are taken into consideration the ratio of expenses to average net
assets would be 2.8%'D'.

F-21

<PAGE>

FIRST EAGLE FUNDS
PART C
OTHER INFORMATION
FEBRUARY 25, 1999

ITEM 22. FINANCIAL STATEMENTS

For First Eagle Fund of America:
1. Schedule of Investments dated October 31, 1998.
2. Statement of Assets and Liabilities dated October 31, 1998.
3. Statement of Operations for the year ended October 31, 1998.
4. Statement of Changes in Net Assets for the years ended
October 31, 1998 and 1997.
5. Financial highlights.
6. Notes to Financial Statements.
7. Independent Auditors' Report -- KPMG Peat Marwick LLP dated
December 14, 1998.

For First Eagle International Fund:
1. Schedule of Investments dated October 31, 1998.
2. Statement of Assets and Liabilities dated October 31, 1998.
3. Statement of Operations for the period ended October 31, 1998.
4. Statement of Changes in Net Assets for the year ended
October 31, 1998 and the period ended October 31, 1997.
5. Financial highlights.
6. Notes to Financial Statements.
7. Independent Auditors' Report -- KPMG Peat Marwick LLP dated
December 14, 1998.

ITEM 23. EXHIBITS

1. (a) Agreement and Declaration of Trust of the Registrant.*
(b) Name Change Amendment to the Agreement and Declaration of
Trust of the Registrant.

2. By-laws of the Registrant.*
4. Account Application Form.*
5. Investment Advisory Agreement between the Registrant and
Arnhold and S. Bleichroeder Advisers, Inc.*
6. (a) Distribution and Services Agreement between the Registrant and
Arnhold and S. Bleichroeder, Inc.
(b) Selling Group Agreement.*
8. (a) Custody Agreement between the Registrant and The Bank of
New York.*
(b) Fund Accounting Agreement.*
(c) Foreign Custody Manager Agreement between Registrant and The
Bank of New York.*
(d) Special Custody Agreement between Registrant, The Bank o
New York and Arnhold and S. Bleichroeder, Inc.**
9. Transfer Agency Agreement.*
11. Consent of Independent Auditors.
13. Subscription Agreement.**
17. Financial Data Schedule.
18. Rule 18f-3 Plan.*
19. Power of Attorney.*

- ------------

* Previously filed on or about February 27, 1998 with Post-Effective Amendment
No. 16 to the Registration Statement of the Registrant on Form N-1A and
incorporated herein by reference.

(footnotes continued on next page)

C-1

<PAGE>

(footnotes continued from previous page)

** Previously filed and incorporated by reference.

***Previously filed on or about December 31, 1998 with Post-Effective Amendment
No. 17 to the Registration Statement of the Registrant on Form N-1A and
incorporated herein by reference.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

No persons are controlled by or under common control with the Registrant.

ITEM 25. INDEMNIFICATION

The Registrant shall indemnify directors, officers, employees and agents of
the Registrant against judgments, fines, penalties, settlements and expenses to
the fullest extent authorized, and in the manner permitted, by applicable
federal and state law.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Arnhold and S. Bleichroeder Advisers, Inc. (the 'Adviser') is a wholly
owned subsidiary of Arnhold and S. Bleichroeder, Inc. which has a substantial
amount of assets under management in the form of individual and fund accounts.
Arnhold and S. Bleichroeder, Inc. is a registered broker-dealer and maintains a
substantial involvement in the securities brokerage and underwriting businesses.
The business and other connections of the Adviser's directors and officers are
as follows:

<TABLE>
<CAPTION>
POSITION WITH THE
NAME ADVISER BUSINESS AND OTHER CONNECTIONS
- ------------------------------- ---------------------- ------------------------------------------------------

<S> <C> <C>
Henry H. Arnhold............... Director Co-Chairman of the Board of Arnhold and S.
Bleichroeder, Inc.; Director, Aquila International
Fund Limited; Trustee, The New School for Social
Research; Director, Conservation International
John P. Arnhold................ President, Chief Co-President and Director, Arnhold and S.
Executive Officer Bleichroeder, Inc.; Director, Aquila International
and Director Fund Limited and The Global Beverage Fund Limited;
President, WorldVest, Inc.; President, Arnhold and
S. Bleichroeder, UK Ltd.; Co-President and Trustee,
First Eagle Trust
Stanford S. Warshawsky......... Director Co-President, Director and Secretary, Arnhold and S.
Bleichroeder, Inc.; Director, German-American
Chamber of Commerce; Chairman of the Board, Arnhold
and S. Bleichroeder, UK Ltd.; Chairman of the Board
and Trustee, First Eagle Trust
Stephen M. Kellen.............. Director Co-Chairman of the Board of Arnhold and S.
Bleichroeder Inc.; Trustee, The Carnegie Society and
WNET/Thirteen; Trustees Council of The National
Gallery of Art
Robert Miller.................. Vice President, Senior Vice President, Arnhold and S. Bleichroeder,
Secretary and Inc.; Director, Arnhold and S. Bleichroeder, UK
Treasurer Ltd.; Treasurer, First Eagle Trust
Gary Lee Fuhrman............... Director Senior Vice President and Director, Arnhold and S.
Bleichroeder, Inc.; Director, Medical Resources,
Inc.
</TABLE>

ITEM 27. PRINCIPAL UNDERWRITER

(a) Arnhold and S. Bleichroeder, Inc. acts as an investment adviser to
First Eagle Fund, N.V., Aquila International Fund Limited, Aetos Corporation,
DEF Associates, N.V., Eagle Select Fund Limited, Eagle World Growth Fund Limited
and The Global Beverage Fund Limited.

C-2

<PAGE>

(b) The positions and offices of the Distributor's directors and officers
who serve the Registrant are as follows:

<TABLE>
<CAPTION>
NAME AND BUSINESS
ADDRESS* POSITION AND OFFICES WITH UNDERWRITER POSITION AND OFFICES WITH REGISTRANT
- ---------------------------------- -------------------------------------- --------------------------------------
<S> <C> <C>
Stanford S. Warshawsky............ Co-President, Director and Secretary Chairman of the Board and Trustee
John P. Arnhold................... Co-President and Director Co-President and Trustee
Michael M. Kellen................. Senior Vice President and Director Vice Chairman of the Board and Trustee
Arthur F. Lerner.................. Senior Vice President Senior Vice President
Tracy LaPointe Saltwick........... Senior Vice President Vice President
Robert Miller..................... Senior Vice President Treasurer
Robert Bruno...................... Vice President Vice President and Secretary
Martha B. Pierce.................. Vice President Vice President
Cari Levine....................... Assistant Vice President Assistant Treasurer
Suzan Afifi....................... Assistant Vice President Assistant Secretary
</TABLE>

- ------------
* The address of each person named above is 1345 Avenue of the Americas, New
York, New York 10105.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

The Registrant's accounts and records will be maintained at The Bank of New
York, 48 Wall Street, New York, New York 10286. Records of shareholders'
accounts will be maintained at BISYS Fund Services, Inc., 3435 Stelzer Road,
Columbus, Ohio 43219.

ITEM 29. MANAGEMENT SERVICES

The Registrant is not a party to any management-related service contract
not discussed in the Prospectus or Statement of Additional Information of this
Registration Statement.

ITEM 30. UNDERTAKINGS

The Registrant hereby undertakes to provide each person to whom a copy of
the Prospectus is given with a copy of the Fund's annual report, which contains
the information required by item 5A of Form N-1A, upon request by such person
and free of charge.

The Registrant hereby undertakes to call a meeting of shareholders for the
purpose of voting upon the question of removal of a director, if requested to do
so by the holders of at least 10% of the Fund's outstanding shares, and that it
will assist in communication with other shareholders as required by Section
16(c) of the Investment Company Act of 1940.

C-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York
and State of New York, as of the 25th day of February 1999.

FIRST EAGLE TRUST

By: /S/ JOHN P. ARNHOLD
..................................
JOHN P. ARNHOLD,
CO-PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------------------------ --------------------------------------------- ------------------

<S> <C> <C>
/S/ JOHN P. ARNHOLD Trustee February 25,1999
.........................................
JOHN P. ARNHOLD

/S/ CANDACE K. BEINECKE* Trustee February 25,1999
.........................................
CANDACE K. BEINECKE

/S/ EDWIN J. EHRLICH* Trustee February 25,1999
.........................................
EDWIN J. EHRLICH

/S/ K. GEORG GABRIEL* Trustee February 25,1999
.........................................
K. GEORG GABRIEL

/S/ ROBERT J. GELLERT* Trustee February 25,1999
.........................................
ROBERT J. GELLERT

/S/ MICHAEL M. KELLEN* Trustee February 25,1999
.........................................
MICHAEL M. KELLEN

/S/ WILLIAM M. KELLY* Trustee February 25,1999
.........................................
WILLIAM M. KELLY

/S/ STANFORD S. WARSHAWSKY* Trustee February 25,1999
.........................................
STANFORD S. WARSHAWSKY

Treasurer (Principal Financial
/S/ ROBERT MILLER and Accounting Officer) February 25,1999
.........................................
ROBERT MILLER
</TABLE>

* by power-of-attorney by /S/ John P. Arnhold
..........................
John P. Arnhold

STATEMENT OF DIFFERENCES

The dagger symbol shall be expressed as.................................'D'
The double dagger symbol symbol shall be expressed as...................'DD'
The division sign shall be expressed as................................[div]
Characters normally expressed as superscript shall be preceded by......'pp'

<PAGE>

EXHIBIT INDEX

B. Exhibits

1.(a) Agreement and Declaration of Trust of the Registrant.*
(b) Name Change Amendment to the Agreement and Declaration of Trust of the
Registrant.
2. By-laws of the Registrant.*
4. Account Application Form.*
5. Investment Advisory Agreement between the Registrant and Arnhold and
S. Bleichroeder Advisers, Inc.*
6.(a) Distribution and Services Agreement between the Registrant and Arnhold
and S. Bleichroeder, Inc.
(b) Selling Group Agreement.*
8.(a) Custody Agreement between the Registrant and The Bank of New York.*
(b) Fund Accounting Agreement.*
(c) Foreign Custody Manager Agreement between Registrant and Bank of
New York.*
(d) Special Custody Agreement among Registrant, The Bank of New York and
Arnhold and S. Bleichroeder, Inc.**
9. Transfer Agency Agreement.*
11. Consent of Independent Auditors.
13. Subscription Agreement.**
17. Financial Data Schedule.
18. Rule 18f-3 Plan.*
19. Power of Attorney.*

- ------------

* Previously filed on or about February 27, 1998 with Post-Effective Amendment
No. 16 to the Registration Statement of the Registrant on Form N-1A and
incorporated herein by reference.

** Previously filed and incorporated by reference.

*** Previously filed on or about December 31, 1998 with Post-Effective Amendment
No. 17 to the Registration Statement of the Registrant on Form N-1A and
incorporated herein by reference.

<PAGE>

EXHIBIT 1b

CERTIFICATE OF AMENDMENT
TO
AGREEMENT AND DECLARATION
OF
FIRST EAGLE TRUST

(PURSUANT TO SECTION 3810 OF THE DELAWARE BUSINESS TRUST ACT

First Eagle Trust (hereinafter called the 'trust'), a business trust
organized and existing under and by virtue of the Business Trust Act of the
State of Delaware, does hereby certify:

1. The name of the business is First Eagle Trust.

2. Article 1 Section 1 of the Agreement and Declaration of Trust of
the trust is hereby amended to read as follows:

SECTION 1. Name. This Trust shall be known as 'First Eagle
Funds' and the Trustees shall conduct the business of the
Trust under that name or any other name as they may from time
to time determine.

3. The undersigned person is a trustee of the trust.

Executed on this 24th day of February, 1999.

/S/ JOHN P. ARNHOLD
........................................
TRUSTEE

<PAGE>

EXHIBIT 11

INDEPENDENT AUDITORS' CONSENT

To the Shareholders and Board of Trustees of
FIRST EAGLE TRUST:

We consent to the use of our report dated December 14, 1998 with respect to
First Eagle Fund of America and First Eagle International Fund included herein
and to the references to our Firm under the headings 'Financial Highlights' in
the Prospectus and 'Custodian, Transfer and Dividend Disbursing Agent and
Independent Auditors' in the Statement of Additional Information.

KPMG PEAT MARWICK LLP

New York, New York
February 24, 1999