SOGEN FUNDS INC
PRE 14A, 1999-10-22
Previous: KEYSTONE PROPERTY TRUST, PRE 14A, 1999-10-22
Next: NEUBERGER BERMAN EQUITY TRUST, DEFA14A, 1999-10-22




Preliminary Copy

                                IMPORTANT NEWS

                              SOGEN FUNDS, INC.

                           SOGEN INTERNATIONAL FUND

                             SOGEN OVERSEAS FUND

                               SOGEN GOLD FUND

                               SOGEN MONEY FUND



      While  we  encourage  you to read  the  full  text of the  enclosed  proxy
statement, here's a brief overview of some matters affecting SoGen International
Fund,  SoGen Overseas Fund,  SoGen Gold Fund and SoGen Money Fund (each a "Fund"
and collectively, the "Funds") that require a shareholder vote.

Q & A:  QUESTIONS AND ANSWERS

Q.    WHAT IS HAPPENING?

A.    Societe Generale Asset Management,  S.A., ("SGAM S.A."), the owner of an
      80.1% equity interest in Societe Generale Asset Management Corp.  ("SGAM
      Corp."),  the investment  adviser for SoGen Funds,  Inc., and Jean-Marie
      Eveillard,  the  president,  director and  shareholder  of the remaining
      19.9% equity  interest in SGAM Corp.,  have entered into agreements with
      Arnhold and S. Bleichroeder,  Inc. ("A&SB") providing for the sale of all
      the shares of SGAM Corp. to A&SB (the  "Acquisition").  In order for the
      Acquisition  to occur,  it is necessary for the Fund's  shareholders  to
      approve  a new  advisory  agreement  and to elect an  expanded  Board of
      Directors.  The Board members of your Fund,  including those who are not
      affiliated with SGAM Corp., recommend that you vote FOR these proposals.

Q.    WILL JEAN-MARIE EVEILLARD CONTINUE TO MANAGE THE FUNDS?

A.    Yes,  Jean-Marie  Eveillard has entered into an  employment  contract with
      A&SB for an initial  term of five years and is selling his 19.9%  interest
      in SGAM Corp. over seven years. He will continue to primarily  responsible
      for the day-to-day management of the Funds.



Q.    HOW  WILL  A&SB'S  ACQUISITION  OF  SGAM  CORP.  AFFECT  ME  AS  A  FUND
      SHAREHOLDER?

A.    Your Fund's investment objective and investment program will not change as
      a result of the  Acquisition.  You will  still own the same  shares in the
      same Fund. The terms of the new investment advisory agreement are the same
      in all  material  respects as those in the current  investment  management
      agreement.

Q.    WILL THE INVESTMENT ADVISORY FEES BE THE SAME?

A.    Yes,  the fees paid by your Fund for advisory  services  under the current
      contract will remain the same after the proposed Acquisition.

Q.    WHY AM I BEING ASKED TO VOTE ON THE PROPOSED NEW ADVISORY AGREEMENT?

A.    The Investment  Company Act of 1940,  which regulates mutual funds such as
      the  Funds,  requires  a vote  whenever  there is a change in control of a
      fund's  investment  manager.  The  proposed  Acquisition  will result in a
      change of control of SGAM Corp., and thus requires shareholder approval of
      a new advisory agreement between the new adviser and your Fund.

Q.    WILL  THE  FUNDS  PAY  FOR  THE  PROXY   SOLICITATION  AND  LEGAL  COSTS
      ASSOCIATED WITH THIS TRANSACTION?

A.    No, A&SB will bear those costs.

Q.    HOW DO THE BOARD MEMBERS OF MY FUND SUGGEST THAT I VOTE?

A.    After careful  consideration,  the Board of  Directors,  on behalf of each
      Fund,  including a majority of those directors who are not affiliated with
      SGAM Corp., unanimously recommends that you vote in favor of the proposals
      on the enclosed proxy card.

Q.    WHERE CAN I CALL FOR MORE INFORMATION ABOUT THE PROPOSED ACQUISITION?

A.    You may call  (800) [                ]  if you have any questions  about
      the proposed Acquisition.


                             ABOUT THE PROXY CARD

      Because each Fund must vote separately on the new advisory agreement,  you
are being sent a proxy  card for each Fund  account  that you have.  If you have
accounts  with  more than one Fund in your  name at the same  address,  you will
receive  separate proxy cards for each account but only one proxy  statement for
the Funds. Please vote all issues shown on each proxy card that you receive. [In
addition to voting by returning  your proxy card in the enclosed  envelope,  you
may also submit your vote by telephone,  facsimile,  or over the Internet  (www.
 .com).]

                 THANK YOU FOR SUBMITTING YOUR VOTE PROMPTLY.

<PAGE>


                              SOGEN FUNDS, INC.

                                                   1221 Avenue of the Americas
                                                      New York, New York 10020
                                                  1-800-[                    ]

                                                        November [     ], 1999

To the Shareholders:
      A  Special  Meeting  of  Shareholders  (the  "Special  Meeting")  of SoGen
International  Fund,  SoGen Overseas Fund,  SoGen Gold Fund and SoGen Money Fund
(each a "Fund"  and  collectively,  the  "Funds"),  each of which is a series of
SoGen Funds, Inc. (the "Company"),  is to be held at 3:00 p.m., Eastern time, on
December  17, 1999 at the offices of Societe  Generale  Asset  Management  Corp.
("SGAM  Corp."),  the  investment  adviser  for the  Funds,  1221  Avenue of the
Americas,  8th Floor,  New York, New York 10020.  Shareholders who are unable to
attend the Special  Meeting are strongly  encouraged to vote by proxy,  which is
customary in corporate  meetings of this kind. A Proxy  Statement  regarding the
Special  Meeting,  a proxy  card for your  vote at the  Special  Meeting  and an
envelope - postage prepaid - in which to return your proxy card are enclosed.

      As  described  in the  Questions  and Answers on the outside  cover,  both
Societe Generale Asset Management S.A. ("SGAM S.A."), the majority owner of SGAM
Corp., and I have entered into agreements with Arnhold and S. Bleichroeder, Inc.
("A&SB"),  providing for the sale of all of the outstanding shares of SGAM Corp.
to A&SB  (the  "Acquisition").  A&SB is a  privately  owned,  diversified  asset
management  organization  headquartered  in New York, New York. More information
about A&SB can be found inside the Proxy Statement.

      Important facts about the proposed Acquisition are outlined below:

o           The proposed  Acquisition  will have no effect on the number of Fund
            shares that you own or the value of those shares.

o           The advisory  fees and expenses  paid by your Fund will not increase
            as a result of the proposed Acquisition.

o           The  investment  objective  of each Fund will  remain the same and I
            will continue to be primarily  responsible for the management of the
            Funds.

o           Those Directors of your Fund who are not  "interested  persons" have
            carefully reviewed the proposed Acquisition, and have concluded that
            the Acquisition should cause no reduction in the quality of services
            provided to your Fund.

      At the  Special  Meeting,  you  will be asked to  approve  a new  advisory
agreement for each Fund in which you are a Shareholder, the details of which are
described in the attached Proxy Statement.  Shareholders are also being asked to
approve certain other matters that are set forth in the Funds' Notice of Meeting
included herewith.

      The Board of Directors of the Company recommends that you vote in favor of
all of the proposals.

Respectfully,


Jean-Marie Eveillard
President

It is  important  to vote  whether you own few or many  shares.  Please sign the
enclosed proxy card(s) and mail it (them) in the postage prepaid  envelope so as
to ensure a quorum at the Special Meeting.  You may also submit your vote on the
proposal by telephone,  facsimile, or over the internet (www.proxyvote.com).  To
vote by  telephone,  please  call  [(800)  690-6903].  Your proxy may be sent by
facsimile  by  dialing  [(800) ] between  the  hours of 9:00 a.m.  and 5:00 p.m.
eastern time.



<PAGE>


                              SOGEN FUNDS, INC.

                  Notice of Special Meeting of Shareholders

To the Shareholders of
   SoGen International Fund,
   SoGen Overseas Fund,
   SoGen Gold Fund, and
   SoGen Money Fund

      Please take notice that a Special  Meeting of  Shareholders  (the "Special
Meeting") of SoGen  International Fund, SoGen Overseas Fund, SoGen Gold Fund and
SoGen Money Fund (each a "Fund" and collectively, the "Funds"), each a series of
SoGen  Funds,  Inc.  (the  "Company"),  is to be held at the  offices of Societe
Generale Asset Management Corp. ("SGAM Corp."),  the investment  adviser for the
Funds,  1221 Avenue of the Americas,  8th Floor,  New York,  New York 10020,  on
December 17, 1999 at 3:00 p.m., Eastern time, for the following purposes:

(1)   To approve a new advisory agreement;

(2)   To elect Directors; and

(3)         To ratify or reject  the  selection  of KPMG LLP as the  independent
            accountants for the Funds for the Funds' current fiscal year.

      The  appointed  proxies  may  also  vote on any  other  business  that may
properly come before the Special Meeting or any  adjournments  or  postponements
thereof.

      Holders  of record of shares of common  stock of each Fund at the close of
business on October 29, 1999 are entitled to vote at the Special  Meeting and at
any adjournments or postponements thereof.

      In the event that the  necessary  quorum to transact  business or the vote
required  to approve or reject  any  proposal  is not  obtained  at the  Special
Meeting  with respect to the Company or any Fund,  the persons  named as proxies
may propose one or more  adjournments  of the Special Meeting in accordance with
applicable law, to permit further  solicitation of proxies. The persons named as
proxies will vote in favor of such  adjournment  those  proxies  which have been
voted in favor of the proposal and will vote against any such adjournment  those
proxies which have been voted against the proposal.

                                    By Order of the Board of Directors,
                                Philip J. Bafundo
                                    Secretary
November [     ], 1999


- ------------------------------------------------------------------------------
IMPORTANT  -- We urge  you to sign and date the  enclosed  proxy  card(s)  and
return it (them) in the enclosed  addressed envelope which requires no postage
and is  intended  for your  convenience.  You may also submit your vote on the
proposal by telephone,  facsimile,  or over the Internet  (www.proxyvote.com).
To vote via telephone,  please call  [(800) 690-6903].  Your proxy may be sent
by    facsimile    by    dialing    [(800)    ]    between    the   hours   of
9:00 a.m. and 5:00 p.m.  Eastern Time.  If you can attend the Special  Meeting
and wish to vote your  shares in person at that  time,  you will be able to do
so.
- ------------------------------------------------------------------------------






<PAGE>



                              SOGEN FUNDS, INC.


                         1221 Avenue of the Americas
                           New York, New York 10020



                               PROXY STATEMENT

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

General

      This Proxy Statement is furnished in connection  with the  solicitation of
proxies by the Board of  Directors  (the  "Board")  of SoGen  Funds,  Inc.  (the
"Company"),  on behalf of SoGen  International  Fund, SoGen Overseas Fund, SoGen
Gold Fund and SoGen Money Fund (each a "Fund" and  collectively,  the  "Funds"),
for use at a Special  Meeting  of  Shareholders,  to be held at the  offices  of
Societe Generale Asset Management Corp. ("SGAM Corp."),  the investment  adviser
for the Funds, 1221 Avenue of the Americas, 8th Floor, New York, New York 10020,
on December 17, 1999 at 3:00 p.m., Eastern time, and at any and all adjournments
or postponements  thereof (the "Special  Meeting").  (In the descriptions of the
proposals below, the word "fund" is sometimes used to mean an investment company
or a series  thereof in general,  and not the Funds whose proxy  statement  this
is.)

      This Proxy Statement, the Notice of Special Meeting and the proxy card are
first being mailed to  shareholders on or about November [ ], 1999 or as soon as
practicable  thereafter.  Any shareholder giving a proxy has the power to revoke
it by mail (addressed to the Secretary of the Company at its principal executive
offices at 1221 Avenue of the Americas,  New York,  New York 10020),  facsimile,
telephone, via the Internet, or in person at the Special Meeting, by executing a
superseding  proxy or by submitting a notice of  revocation to the Company.  All
properly executed proxies received in time for the Special Meeting will be voted
as specified in the proxy or, if no  specification is made, FOR approval of each
proposal as described in the Proxy Statement, and FOR the election of Directors.

      The presence at any shareholders'  meeting,  in person or by proxy, of the
holders of a majority  of the shares of the Funds  entitled  to be cast shall be
necessary and sufficient to constitute a quorum for the transaction of business.
In the event that the necessary quorum to transact business or the vote required
to approve any proposal is not  obtained at the Special  Meeting with respect to
one or more of the Funds,  the persons  named as proxies may propose one or more
adjournments of the Special  Meeting to permit further  solicitation of proxies.
Any such  adjournment  as to a matter will require the  affirmative  vote of the
holders of a majority  of the Fund's or  Company's,  as the case may be,  shares
present  in person or by proxy at the  Special  Meeting.  The  persons  named as
proxies will vote in favor of adjournment  those proxies which they are entitled
to vote in favor of the  proposal and will vote  against the  adjournment  those
proxies to be voted against the proposal.  If no shareholder entitled to vote is
present  in person or by proxy,  any  officer  present  to preside or act at the
Special Meeting as Secretary may also adjourn the Special Meeting.  For purposes
of determining the presence of a quorum for transacting  business at the Special
Meeting,  abstentions and broker  "non-votes" will be treated as shares that are
present but which have not been voted.  Broker non-votes are proxies received by
a Fund from brokers or nominees when the broker or nominee has neither  received
instructions from the beneficial owner or other persons entitled to vote nor has
discretionary  power to vote on a particular  matter.  Abstentions will have the
effect of a "no" vote on all  proposals.  Broker  non-votes are not likely to be
relevant to the Special  Meeting because all three proposals to be voted upon by
the  shareholders  involve  matters that are  considered  routine and within the
discretion of brokers to vote if no customer instructions are received.

      Proposal 1 requires the affirmative vote of a "majority of the outstanding
voting  securities" of each Fund. The term "majority of the  outstanding  voting
securities"  as defined in the  Investment  Company Act of 1940, as amended (the
"1940 Act"), and as used in this Proxy Statement, means: the affirmative vote of
the lesser of (1) 67% of the voting  securities of a Fund present at the Special
Meeting if more than 50% of the  outstanding  shares of that Fund are present in
person  or by proxy or (2) more  than 50% of the  outstanding  shares of a Fund.
Proposals 2 and 3 each  requires  the  approval of a majority of shares voted at
the  Special  Meeting  subject to there  being a quorum for the  transaction  of
business. The following table summarizes these voting requirements:


<PAGE>


                          Shareholders entitled to   Vote required for approval
                          vote

Proposal 1:               Shareholders of each Fund  A "majority of the
(Approval of New          vote separately            outstanding voting
Advisory Agreement)                                  securities" of each Fund.

Proposal 2:               Shareholders of the Funds  A majority of the shares
(Election of Directors)   vote together for each     voting at the Special
                          nominee                    Meeting

Proposal 3:               Shareholders of the Funds  A majority of the shares
(Ratification or          vote together.             voting at the Special
Rejection  of the                                    Meeting.
selection of Independent
Accountants)

      Holders of record of the shares of common  stock of each Fund at the close
of business on October 29, 1999 (the "Record  Date"),  as to any matter on which
they  are  entitled  to vote,  will be  entitled  to one  vote per  share on all
business of the Special Meeting. The table below sets forth the number of shares
outstanding for each Fund as of October 29, 1999.

                               Number of Shares Outstanding
Name of Fund                       as of the Record Date


                           Class     A     Shares     Class
                           I Shares
SoGen International Fund
SoGen Overseas Fund
SoGen Gold Fund
                           --------
SoGen Money Fund
                           --------


      [As of October 29, 1999,  the  Directors  and officers of the Company as a
group owned less than 1% of the shares of the Company.  The Company  knows of no
person who beneficially owns more than 5% of the capital stock of the Company.]

     The information  contained in this Proxy Statement relating to Arnhold and
S. Bleichroeder,  Inc. ("A&SB") and its wholly owned  subsidiary,  Arnhold and
S. Bleichroeder Advisers, Inc. ("A&SB Advisers") has been provided by A&SB.

      The Company  provides to all  shareholders  of a Fund periodic  reports of
that Fund which highlight relevant information  including investment results and
a review of portfolio changes.  You may request a copy of the most recent annual
report for each Fund and a copy of any more recent semi-annual  report,  without
charge,  by  calling  (800) [ ] or  writing  the  Fund,  at 1221  Avenue  of the
Americas, New York, New York 10020.

                         PROPOSAL 1: APPROVAL OF NEW
                        INVESTMENT ADVISORY AGREEMENT

Introduction

      SGAM Corp. acts as the investment  adviser for the Funds pursuant to, with
respect to SoGen  Overseas  Fund,  SoGen Gold Fund,  and SoGen  Money  Fund,  an
Investment  Advisory  Contract  dated August 17, 1993 and, with respect to SoGen
International  Fund,  an  Investment  Advisory  Contract  dated  July  31,  1998
(collectively, the "Current Advisory Agreements").

      On October 8, 1999, Societe Generale Asset Management, S.A. ("SGAM S.A."),
the holder of all the outstanding  shares of Class A common stock of SGAM Corp.,
entered into a stock purchase  agreement (the  "Purchase  Agreement")  with A&SB
providing for the sale to A&SB of all the  outstanding  shares of Class A common
stock of SGAM Corp. Jean-Marie Eveillard, the president,  director and holder of
all the  outstanding  shares of Class B common stock of SGAM Corp.  also entered
into a stock  purchase  agreement  dated October 8, 1999 with A&SB providing for
the eventual sale to A&SB in three installments over  approximately  seven years
of all of the  outstanding  shares of Class B common  stock of SGAM  Corp.  (the
"Acquisition").

      The Purchase  Agreement  contemplates that the Funds will enter into a new
advisory  agreement  with A&SB Advisers,  which is a wholly owned  subsidiary of
A&SB,  and  will  enter  into  an  underwriting   agreement  and  a  Rule  12b-1
distribution plan with A&SB. The proposed agreements are substantially identical
to the current  agreements of the Company with SGAM Corp.  Although with respect
to SoGen  International  Fund the timing of payments  would  change to a monthly
basis  from the  current  quarterly  basis  (thus  conforming  the timing of the
payments to that of the other Funds),  no increase is proposed in the annual fee
rates payable by any Fund.

      A&SB traces its  history to the  founding  of S.  Bleichroeder  in 1803 in
Berlin and the founding of Gebr. Arnhold in 1864 in Dresden. In 1937, the firm's
activities were moved to New York City. A&SB offers asset  management  services,
trading  in  U.S.  and  international   securities,   institutional   brokerage,
institutional and retail research,  advice on mergers and acquisitions and other
corporate  finance  matters,  global  securities  clearance  services  and  fund
administration. The firm manages over $4.1 billion of domestic and international
equity assets.  A&SB Advisers is a wholly owned subsidiary of A&SB and serves as
the  investment  adviser  to the First  Eagle  Funds,  a  registered  investment
company,   which   includes   First  Eagle  Fund  of  America  and  First  Eagle
International Fund.

      Consummation of the Acquisition  would constitute an "assignment," as that
term is defined in the 1940 Act, of the Funds' Current Advisory  Agreements with
SGAM Corp. As required by the 1940 Act, each of the Current Advisory  Agreements
provides  for its  automatic  termination  in the  event of its  assignment.  In
anticipation  of the  Acquisition,  a new advisory  agreement (the "New Advisory
Agreement")   between  A&SB  Advisers  and  the  Company,  on  behalf  of  SoGen
International  Fund,  SoGen Overseas Fund, SoGen Gold Fund, and SoGen Money Fund
is being proposed for approval by  shareholders of each Fund. A copy of the form
of the New Advisory  Agreement is attached hereto as Exhibit A. THE NEW ADVISORY
AGREEMENT  FOR THE FUNDS IS IN ALL  MATERIAL  RESPECTS  IDENTICAL TO THE CURRENT
ADVISORY  AGREEMENTS.  The material terms of the Current Advisory Agreements are
described under "Description of the Current and New Advisory Agreements," below.

      After the  Acquisition,  SGAM Corp.  will be a wholly owned  subsidiary of
A&SB. To permit A&SB to realize certain operational  efficiencies,  the Board of
Directors  of the Funds has agreed that A&SB  Advisers  should  serve as the new
investment adviser for the Funds.  Messrs.  Jean-Marie  Eveillard and Charles de
Vaulx will  serve as  portfolio  managers  for the Funds and have  entered  into
employment agreements with A&SB for an initial term of five years,  effective as
of the closing date of the  proposed  Acquisition,  and will become  officers of
A&SB. Mr.  Jean-Marie  Eveillard will continue to primarily  responsible for the
day-to-day management of the Funds.

The Acquisition

      SGAM S.A.  began  discussions  in  mid-1999  regarding  the sale of SGAM
Corp. to A&SB.  SGAM S.A.'s  principal goal in  considering  the proposed sale
of SGAM  Corp.  was to shift its  focus  and  resources  to  providing  global
institutional  asset  management  services.   Discussions  culminated  in  the
execution of the Purchase Agreement on October 8, 1999.

      SGAM S.A., the holder of all of the  outstanding  shares of Class A common
stock of SGAM Corp.,  the  investment  adviser for the Funds,  entered  into the
Purchase  Agreement  with  A&SB  providing  for a  sale  to  A&SB  of all of the
outstanding shares of Class A common stock of SGAM Corp.  Jean-Marie  Eveillard,
the  president,  director  and holder of all the  outstanding  shares of Class B
common stock of SGAM Corp.,  also entered into a stock  purchase  agreement with
A&SB  providing  for  the  eventual  sale to A&SB  in  three  installments  over
approximately  seven  years of all of the  outstanding  shares of Class B common
stock of SGAM  Corp.  The Class A shares  represent  80.1% of the equity of SGAM
Corp. and the Class B shares represent the remaining 19.9% of the equity of SGAM
Corp.

      The obligation of A&SB to close the  Acquisition  pursuant to the Purchase
Agreement is subject to various conditions and requirements, including obtaining
certain  approvals by the Board of Directors and  Shareholders of the Funds. The
Board of Directors  has approved the New  Advisory  Agreement,  an  underwriting
agreement  and a new Rule  12b-1  Plan  with  A&SB,  and has also  nominated  an
expanded  Board of Directors and approved  changing the names of the Funds.  The
Shareholders  are now being asked to approve the New Advisory  Agreement  and to
elect  the  expanded  Board  of  Directors.  Approval  of  these  items  by  the
shareholders is necessary for the Acquisition to take place.

      In addition,  Jean-Marie  Eveillard and Charles de Vaulx have entered into
employment  agreements  with  A&SB  for  initial  terms of five  years  that are
effective upon the closing of the Acquisition.  The agreements each provide that
the  employee's  responsibilities  shall be  commensurate  with  his  respective
responsibilities  prior to the closing of the  Acquisition and that he will hold
such  positions to which he may be elected or appointed  during the terms of the
agreement.  Each  agreement  also  provides  for  salary  and  annual  incentive
compensation, certain benefits and covenants not to compete.

      A&SB has  agreed  to bear  the  costs  to the  Funds  of the  Acquisition,
including,  but not limited to, the cost of preparing,  printing and mailing the
proxy materials for the meeting of the Shareholders.

The SoGen Name

      The Purchase  Agreement  provides  that A&SB and the Funds can continue to
use the "SoGen" name only in connection  with the name of the Funds for a period
not to  exceed  eighteen  months  after the  closing  of the  Acquisition.  A&SB
proposed to the Board of Directors that the Funds  incorporate the "First Eagle"
name.  Pursuant to Maryland  law, the Board of Directors  may change the name of
SoGen Funds,  Inc. The Board of Directors agreed that if the Shareholders of the
Company approve the New Advisory Agreement with A&SB Advisers,  then the name of
"SoGen  Funds,  Inc."  will be  changed  to "First  Eagle  SoGen  Funds,  Inc.,"
effective  upon the closing of the  Acquisition.  The name change would serve to
associate the Funds more closely with A&SB and A&SB  Advisers,  which manage and
distribute  investment  companies  under the "First Eagle" name.  Subject to the
restrictions  contained  in the  Purchase  Agreement,  A&SB  and  the  Board  of
Directors  agreed that the  "SoGen"  name should be used for as long as possible
and to provide a smooth  transition  to the  "First  Eagle"  name.  The Board of
Directors also decided to change the name of the "SoGen  International  Fund" to
"First Eagle SoGen  Global Fund" in order to reflect the "global"  aspect of the
Fund's investments in both U.S.
and international securities.

Current Name                            New Name
SoGen International Fund                First Eagle SoGen Global Fund
SoGen Overseas Fund                     First Eagle SoGen Overseas Fund
SoGen Gold Fund                         First Eagle SoGen Gold Fund
SoGen Money Fund                        First Eagle SoGen Money Fund

None of the name changes are  intended to reflect any changes in the  investment
objective  or  policies  of the Funds,  which will remain the same as before the
Acquisition.

Description of the Current and New Advisory Agreements

      Except for the  effective  date and the timing of payments with respect to
SoGen  International  Fund,  the terms of New  Advisory  Agreement  are  largely
identical  in all  material  respects  to the  terms  of  the  Current  Advisory
Agreements. The Current Advisory Agreement for SoGen International Fund was most
recently amended on July 31, 1998 and the Current  Advisory  Agreement for SoGen
Overseas  Fund,  SoGen Gold Fund and SoGen Money Fund was most recently  amended
August 17, 1993. The following is a summary of the Current  Advisory  Agreements
and New Advisory Agreement for the Funds.

      The Current  Advisory  Agreement for SoGen Overseas Fund,  SoGen Gold Fund
and SoGen Money Fund and the Current Advisory Agreement for SoGen  International
Fund each provide that the  investment  adviser is required to provide the Funds
with  investment  research,  advice and  supervision,  to provide an  investment
program  consistent  with the Funds'  prospectus  and  statement  of  additional
information  and to assist the  officers of the Funds in the general  conduct of
the investment business of the Funds. The investment adviser is also required to
provide  office  space  and  clerical  assistance  to the  Funds.  The Funds are
responsible for paying their own brokerage,  legal and auditing expenses,  taxes
or  governmental  fees,  costs  of  underwriting,  distributing,  redeeming  and
repurchasing its shares, costs of preparing and distributing reports and notices
to shareholders,  fees and expenses relating to distributions and dividends, and
transfer agent and custodian expenses.

      Under each of the Current Advisory Agreements,  the investment adviser may
purchase  and sell  portfolio  securities  on behalf of the Funds  through  such
broker-dealers  (including affiliates) as it deems appropriate and in compliance
with its obligations  including Section 28(e) of the Securities  Exchange Act of
1934, as amended.  The Board of Directors is permitted to approve the payment of
additional compensation to others for consulting services, supplemental research
and security and economic analysis, although it has not done so.

      Each of the Current  Advisory  Agreements  anticipates that the investment
adviser may provide similar services to other accounts and may aggregate similar
trades for the Funds and other clients of the investment adviser. The investment
adviser is not liable under the Agreements for errors of judgment or mistakes of
law or for any loss suffered by the Funds related to the Agreements,  except for
losses  resulting  from the adviser's  willful  misfeasance,  bad faith or gross
negligence or reckless disregard for its duties under the Agreements.

      The  Current  Advisory   Agreements  are  subject  to  annual  review  and
continuance  in  accordance  with the 1940  Act,  and may be  terminated  by the
investment  adviser or the Funds without penalty on 60 days' written notice. The
Current Advisory Agreements automatically terminate upon "assignment" as defined
in the 1940 Act. Unless sooner terminated,  the New Advisory Agreement continues
in effect with regard to each Fund for an initial term ending two years from the
date of the  consummation of the Acquisition,  and may continue  thereafter from
year to year if  specifically  approved at least annually by vote of "a majority
of the  outstanding  voting  securities" of such Fund, as defined under the 1940
Act,  or by the Board,  and,  in either  event,  by a vote of a majority  of the
Directors who are not  "interested  persons," cast in person at a meeting called
for such purpose.

      As  compensation  for its services,  the  investment  adviser  receives an
investment  management  fee  payable  monthly  (quarterly  in the  case of SoGen
International Fund) from each Fund at the following annual rate of average daily
value of each Fund's net assets during the month:

            Fund                          Annual Rate
      SoGen International Fund               1.00%     for    the     first
                                             $25,000,000 of assets
                                             0.75% for assets in  excess  of
                                             $25,000,000

      SoGen Overseas Fund                    0.75%

      SoGen Gold Fund                        0.75%

      SoGen Money Fund                       0.40 %

      The proposed New Advisory  Agreement  between  SoGen Funds,  Inc. and A&SB
Advisers  contains  basically  the  same  provisions  as  the  Current  Advisory
Agreements,  except that there is only one  agreement.  The fees payable to A&SB
Advisers are at the same annual rates but are payable on a monthly basis. A copy
of the New Advisory Agreement is attached hereto as Exhibit A.

      For the fiscal year ended March 31, 1999, SoGen  International Fund, SoGen
Overseas  Fund,  SoGen Gold Fund and SoGen Money Fund paid  investment  advisory
fees  in  the  amount  of  $23,196,530,   $5,519,451,   $201,757  and  $122,538,
respectively.  SGAM  Corp.  voluntarily  reimbursed  the Class I shares of SoGen
International Fund and SoGen Overseas Fund in the amounts of $30,997 and $9,036,
respectively,  for the year ending  March 31,  1999.  For the fiscal year ending
March 31, 1998,  SoGen  International  Fund,  SoGen Overseas Fund and SoGen Gold
Fund paid investment advisory fees in the amount of $30,954,079, $7,798,589, and
$283,300,  respectively.  During  the same  period,  $37,399  of the  investment
advisory  fee of $60,497 for SoGen  Money Fund was waived by SGAM Corp.  For the
fiscal year ending March 31, 1997, SoGen International Fund, SoGen Overseas Fund
and SoGen Gold Fund paid investment advisory fees to SGAM Corp. in the amount of
$26,404,805,  $5,899,446,  and $449,545,  respectively.  During the same period,
$38,752  of the  investment  advisory  fee of $43,519  for SoGen  Money Fund was
waived by SGAM Corp.

Information Concerning A&SB Advisers

      A&SB Advisers is registered  with the SEC as an investment  adviser.  A&SB
Advisers  currently serves as the investment  adviser to the First Eagle Fund of
America and the First Eagle  International  Fund,  each a separate Series of the
First Eagle Funds,  a Delaware  business trust that is registered as an open-end
investment company with the SEC. The investment  management fees for First Eagle
Fund of America  and the First  Eagle  International  Fund are paid on a monthly
basis at the annual rate of 1% on the  average  daily value of the net assets of
First  Eagle  Fund of  America  and the First  Eagle  International  Fund.  A&SB
Advisers  is a  wholly  owned  subsidiary  of  A&SB  which  is  registered  as a
broker-dealer and an investment  adviser with the SEC. The address of A&SB, A&SB
Advisers  and the officers of A&SB  Advisers  listed below is 1345 Avenue of the
Americas,  New  York,  NY  10105.  The  following  is a list of the names of the
directors and executive  officers of A&SB  Advisers.  None of these  individuals
currently holds any positions with the Funds.

Name and Position with A&SB Advisers         Other Principal Positions

Henry H. Arnhold                      Co-Chairman  of the Board,  Arnhold  and
Director                              S.   Bleichroeder,    Inc.;    Director,
                                      Arnhold  and  S.   Bleichroeder  UK  Ltd.;
                                      Director, ASB Securities,  Inc.; Director,
                                      Aquila  International Fund Ltd.;  Trustee,
                                      The New School for  Social  Research;  and
                                      Director, Conservation International.

John P. Arnhold                       Co-President  and Director,  Arnhold and
Co-President and Director             S. Bleichroeder,  Inc.; President, Chief
                                      Executive Officer and Director,  Arnhold
                                      and   S.  Bleichroeder UK Ltd.;
                                      Co-President    and    Director,     ASB
                                      Securities,   Inc.;   Co-President   and
                                      Trustee,  First Eagle  Funds;  Director,
                                      Aquila   International  Fund  Ltd.;  and
                                      President, Worldvest, Inc.

Stanford S. Warshawsky                Co-President,  Secretary  and  Director,
Co-President and Director             Arnhold  and  S.   Bleichroeder,   Inc.;
                                      Chairman  and  Director,  Arnhold and S.
                                      Bleichroeder UK Ltd.;  Co-President  and
                                      Director,    ASB    Securities,    Inc.;
                                      Chairman   and   Trustee,   First  Eagle
                                      Funds;     Director,     German-American
                                      Chamber of Commerce.

Stephen M. Kellen                     Co-Chairman  of the Board,  Arnhold  and
Director                              S.   Bleichroeder,    Inc.;    Director,
                                      Arnhold  and S.  Bleichroeder  UK  Ltd.;
                                      Director    ASB    Securities,     Inc.;
                                      Director,  The  Carnegie  Hall  Society;
                                      Trustees   Council   of   The   National
                                      Gallery    of    Art;    and    Trustee,
                                      WNET/Thirteen.

Gary L. Fuhrman                       Senior  Vice   President  and  Director,
Director                              Arnhold  and  S.   Bleichroeder,   Inc.;
                                      Director,  Arnhold  and S.  Bleichroeder
                                      UK Ltd.; Director, ASB Securities, Inc.

Robert Miller                         Senior  Vice  President,  Arnhold and S.
Secretary and Treasurer               Bleichroeder,  Inc.;  Director,  Arnhold
                                      and  S.   Bleichroeder   UK  Ltd.;   and
                                      Treasurer and Chief Accounting  Officer,
                                      First Eagle Funds.

Robert Bruno                          Senior  Vice  President,  Arnhold and S.
Vice President                        Bleichroeder,  Inc.;  Vice President and
                                      Secretary, First Eagle Funds; and prior to
                                      1997,   President   and  Chief   Operating
                                      Officer,  Coelho Associates LLC and Senior
                                      Vice  President  and Chief  Administrative
                                      Officer,   Schroeder  Wertheim  Investment
                                      Services, Inc.

Ronald A. Bendelius                   Senior  Vice  President,  Arnhold and S.
Vice President                        Bleichroeder, Inc.

William P. Casciani                   Senior  Vice  President,  Arnhold and S.
Vice President                        Bleichroeder,    Inc.;    Vice
                                      President     and     Secretary,     ASB
                                      Securities,  Inc.; and Senior  Executive
                                      Officer,  Arnhold and S. Bleichroeder UK
                                      Ltd.

Michael Klemballa                     Senior  Vice  President,  Arnhold and S.
Vice President                        Bleichroeder,  Inc.; and Vice President,
                                      ASB Securities, Inc.

Allan Langmam                         Senior  Vice  President,  Treasurer  and
Vice President                        Director,  Arnhold and S.  Bleichroeder,
                                      Inc.;    and   Vice    President and
                                      Treasurer, ASB Securities, Inc.

Vincent Viglione                      Senior  Vice  President,  Arnhold and S.
Vice President                        Bleichroeder, Inc.

      A&SB owns all the shares of A&SB  Advisers,  Inc. On October 20, 1999, the
Board of Directors  approved an underwriting  agreement  between the Company and
A&SB to be  effective  with the closing of the  Acquisition,  so that A&SB could
serve as the  distributor  for the Funds  shares and agreed  that A&SB could act
from  time to time as the  broker-dealer  for the Funds in  executing  portfolio
transactions, subject to the requirements of Rule 17e-1 under the 1940 Act.

Board of Directors Recommendation

      On October 20, 1999,  the Board of  Directors of the Company,  including a
majority of the  Directors  who are not  parties to the  proposed  agreement  or
"interested  persons"  (as  defined  under the 1940 Act) of any such  party (the
"Independent Directors"),  voted to approve the New Advisory Agreement on behalf
of each Fund and to  recommend  approval of the New  Advisory  Agreement  to the
shareholders.  The Board's  deliberations and the reasons for its recommendation
are discussed below.

      The Board of Directors of the Company  recommends that the shareholders of
each Fund vote in favor of the approval of the New Advisory  Agreement  for that
Fund.

Board of Directors Evaluation

      Prior to the  execution of the Purchase  Agreement,  representatives  of
SGAM Corp.  advised the Independent  Directors of the Funds and their counsel,
by means of a telephone  conference  call,  that SGAM S.A.  was  contemplating
selling  its  interest  in SGAM Corp.  to A&SB.  At that time,  and in several
subsequent  calls, SGAM Corp.  representatives  described the general proposed
terms of the Acquisition and provided preliminary information regarding A&SB.

      On  September  24,  1999,  at a  regularly  scheduled  Board of  Directors
meeting, representatives of SGAM Corp. again discussed the proposed Acquisition.
In addition,  at the behest of SGAM Corp.,  representatives of A&SB attended the
meeting and were introduced to the Board. At that meeting,  A&SB representatives
presented  to the  Board a  detailed  description  of the  business  of A&SB and
outlined the perceived  benefits of the proposed  Acquisition  to SGAM Corp. and
its investment advisory clients, including the Funds.

      On  October  8,  1999,   representatives   of  SGAM  Corp.  advised  the
Independent  Directors  of the  Funds  that  SGAM S.A.  had  entered  into the
Purchase  Agreement.  At that time,  representatives  of SGAM Corp.  described
the terms of the Purchase  Agreement and reiterated the perceived benefits for
SGAM Corp. and for the Funds.

      SGAM Corp. and A&SB  subsequently  furnished to the Independent  Directors
additional  information regarding the proposed Acquisition,  including a copy of
the Purchase  Agreement in the form executed and information  regarding A&SB. In
addition,  the Independent Directors specifically requested detailed information
from SGAM Corp. and A&SB about the proposed Acquisition,  the anticipated impact
of the  transaction  on each  Fund and its  shareholders,  and the plans of A&SB
regarding the future of the Funds. In a series of conference calls and in-person
meetings,  the  Independent  Directors  discussed  the  information  provided in
response to their questions among  themselves and with  representatives  of SGAM
Corp. and A&SB. They were assisted in their review of this  information by their
independent legal counsel.

      The Board was advised that SGAM S.A. and  Jean-Marie  Eveillard  intend to
rely on  Section  15(f) of the 1940 Act,  which  provides a  non-exclusive  safe
harbor for an investment  adviser to a fund or any of the  investment  adviser's
affiliated  persons  (as  defined  under the 1940 Act) to  receive  an amount or
benefit in connection with a change in control of the investment adviser as long
as two  conditions  are met.  First,  for a  period  of three  years  after  the
transaction,  at  least  75% of  the  board  members  of the  fund  must  not be
"interested  persons"  of the  fund's  investment  adviser  or  its  predecessor
adviser. Upon consummation of the Acquisition,  the Board, assuming the election
of the nominees  that you are being asked to elect in  "Proposal 2:  Election of
Directors,"  would be in  compliance  with this  condition.  Second,  an "unfair
burden"  must not be imposed upon the fund as a result of the  transaction.  The
term "unfair burden" means any arrangement  during the two-year period after the
transaction whereby the investment adviser, or any interested person of any such
adviser,  receives  or is  entitled  to receive  any  compensation,  directly or
indirectly,  from the fund or its  shareholders  (other  than fees for bona fide
investment advisory or other services) or from any person in connection with the
purchase or sale of  securities  or other  property to, from or on behalf of the
fund (other than bona fide ordinary  compensation  as principal  underwriter for
the fund). No such compensation arrangements are contemplated in connection with
the  Acquisition.  A&SB  has  undertaken  to pay  the  costs  of  preparing  and
distributing  proxy  materials  to, and of holding  the  meeting  of, the Funds'
shareholders  as  well as  other  fees  and  expenses  in  connection  with  the
Acquisition,  including  the fees and expenses of legal counsel to the Funds and
the Independent Directors.

      The Independent  Directors sought assurances from A&SB that there would be
no  diminution  in the  level  of  services  provided  to each  Fund  after  the
Acquisition.  A&SB  responded  that the level of services  provided to the Funds
after the  Acquisition  would in no way be diminished  and, as evidence of this,
noted that (i) each of  Jean-Marie  Eveillard  and  Charles  de Vaulx,  who hold
senior  positions  in the  management  of each  Fund,  had each  entered  into a
long-term  employment  contract  with A&SB  effective  with the  closing  of the
Acquisition,  (ii) there will be  substantial  continuity  of  employment of the
other key persons on the current  portfolio  management  team of each Fund,  and
(iii) in managing and administering each Fund, these persons will have access to
the resources of A&SB and its affiliates.

      In addition to these areas of inquiry, the Board reviewed the terms of the
New Advisory Agreement.  After discussion, the Board concluded that the services
to be provided and the  obligations  of the Company and A&SB Advisers  under the
New  Advisory  Agreement  were not  materially  different  than those  under the
Current Advisory Agreements.

      The Board, including the Independent Directors,  approved the New Advisory
Agreement at a meeting held on October 20, 1999.

The Board believes that the Acquisition is consistent with the best interests of
the  shareholders of the Funds and recommends that the shareholders of each Fund
vote "FOR" the approval of the New Advisory Agreement.

Required Vote

      Approval of this Proposal  requires the affirmative vote of a "majority of
the outstanding  voting  securities" of each Fund, as described above. The Board
recommends that the shareholders vote in favor of Proposal 1.

                      PROPOSAL 2: ELECTION OF DIRECTORS

      Persons  named in the  accompanying  proxy card intend,  in the absence of
contrary  instructions,  to vote all proxies in favor of the  election of the 10
nominees listed below as Nominees for Director of the Company. All nominees have
agreed to stand for election and to serve if elected. If any such nominee should
be unable to serve (an event not now anticipated), the proxies will be voted for
such person, if any, as shall be designated by the Board of Directors to replace
any such nominee.  In the event that the proposed  Acquisition does not, for any
reason,  occur,  the current  Directors of the Company will continue to serve in
such capacity and constitute the complete Board.

      Pursuant to the  requirements  of the Purchase  Agreement  and in reliance
upon  Section  15(f) of the 1940 Act, at least 75% of the Board must  consist of
persons who are not interested persons of either SGAM Corp. or A&SB Advisers for
at least  three years after the  Acquisition.  At a meeting  held on October 20,
1999, the  Independent  Directors,  acting as the Funds'  nominating  committee,
determined that Mr. John P. Arnhold and Mr. Stanford  Warshawsky,  Co-Presidents
and Directors of A&SB and of A&SB Advisers,  should be nominated as "interested"
Directors of the Company.  In addition,  the Independent  Directors met with the
Independent  Trustees of the First Eagle Funds, a registered  investment company
with two series that is managed by A&SB Advisers. The Independent Directors have
proposed and nominated for election by the  Shareholders  those  individuals who
are currently serving as Independent  Trustees of the First Eagle Funds. [Insert
language  regarding  nomination of additional 2  disinterested  directors by the
Independent Directors.]

Information Concerning Nominees

      The following table sets forth certain information  concerning each of the
nominees  for  Director of the  Company.  Unless  otherwise  noted,  each of the
nominees has engaged in the principal  occupation  listed in the following table
for more than five years, but not necessarily in the same capacity.


<TABLE>
<CAPTION>
<S>                            <C>


Name (Age)                     Principal Occupation or Employment and Directorships

*John P. Arnhold (45)          Co-President and Director, Arnhold and S.
1345   Avenue  of  the         Bleichroeder Advisers, Inc.; Co-President and
Americas,   New  York,         Director, Arnhold and S. Bleichroeder, Inc.;
NY 10105                       President and Director, Arnhold and S. Bleichroeder
                               UK Ltd.;   Co-President and Director, ASB Securities,
                               Inc.; Director, Aquila International Fund, Ltd.;
                               President, Worldvest, Inc.; Co-President and Trustee,
                               First Eagle Funds.

Candace  K.   Beinecke         Managing Partner, Hughes Hubbard & Reed; Director,
(52)                           Jacob's Pillow Dance Festival, Inc., Historic
One    Battery    Park         Preservation Projects, Inc. and Merce Cunningham
Plaza,  New  York,  NY         Dance Foundation, Inc.; Trustee, First Eagle Funds.
10004

Edwin J. Ehrlich (68)          President, Ehrlich Capital Management; Director,
2976    Lonni    Lane,         Pension Fund Trusts--ITT Corp.; Advisory Board Member,
Merrick, NY 11566              Emerging World Investors Limited; Trustee, First
                               Eagle Funds.

Robert J. Gellert (68)         Manager, United Continental Corporation; General
122 East 42nd  Street,         Partner, Windcrest Partners; Trustee, First Eagle
New York, NY 10168             Funds.


James E. Jordan (54)           Private  investor;  Consultant  to The Jordan Company
767 Fifth Avenue,              (private  investment  banking  company);  until June
New York, NY 10153             1997, President and chief investment officer of The
                               William Penn Company (a registered investment
                               adviser); Director, Leucadia National Corporation,
                               Empire Insurance Company and J.Z. Equity Partners,
                               Plc.  (a British investment trust company); Director,
                               School of International and Public Affairs of
                               Columbia University; and Vice Chairman, New York
                               State Board of The Nature Conservancy; Trustee, First
                               Eagle Funds.

William M. Kelly (55)          Manager, Lingold Association; Independent General
40 Wall Street,  Suite         Partner, ML Venture Partners I, L.P. and ML Venture
4201,   New  York,  NY         Partners II, L.P.; Trustee, New York Foundation;
10005                          Treasurer and Trustee, Black Rock Forest
                               Conservation; Trustee, First Eagle Funds.

Fred J. Meyer (68)             Vice Chairman of Omnicom Group, Inc. since 1998; and
437  Madison   Avenue,         prior thereto, Chief Financial Officer; Director,
New York, NY 10022             Novartis Corporation; Zurich-American Insurance Cos
                               and Medialink, Inc.; Trustee, National Park Trust;
                               Director, SoGen Funds, Inc. since [     ] and of
                               SoGen Variable Funds, Inc. since [      ].


Dominique Raillard (60)        President of Act 2 International (consulting) since
                               July 1995.  Executive Vice President of Promodes
15, boulevard                  (consumer products) - U.S. Companies Division from
Delessert                      prior to 1994 to 1995; Director of SoGen Funds, Inc.
75016 Paris France             since [      ] and of SoGen Variable Funds, Inc.
                               since [      ].

Nathan Snyder (64)             Independent Consultant; Director of SoGen Funds, Inc.
163    Parish     Road         since [      ] and of SoGen Variable Funds, Inc.
South, New Cannan,  CT         since [      ].
06840

*Stanford S.                   Co-President, Secretary and Director, Arnhold and S.
Warshawsky (62)                Bleichroeder, Inc.; Co-President and Director,
1345   Avenue  of  the         Arnhold and S. Bleichroeder Advisers, Inc.; Chairman
Americas,   New  York,         and Director, Arnhold and S. Bleichroeder UK Ltd.;
NY 10105                       Co-President and Director, ASB Securities, Inc.;
                               Director, German-American Chamber of Commerce;
                               Chairman and Trustee, First Eagle Funds.
</TABLE>

- ----------------------------
*Interested  person of each Fund as  defined  in the 1940 Act  because  of their
positions with A&SB or A&SB Advisers.

      The  table  below  sets  forth the  number  of  shares of each Fund  owned
directly or  beneficially  by the nominees to the Board of Directors (as well as
any existing Directors) as of _________,  1999. Nominees or Directors who do not
own any shares have been omitted from the table. Funds that are not owned by any
nominees or Directors are also omitted from the table.

                                         Shares   Shares owned by all current
Fund (Class)      Name        Position   owned    Directors and Officers as a
                                                  Group

SoGen
International
Fund
    Class A
    Class I

SoGen Overseas
Fund
    Class A
    Class I

SoGen Gold Fund

SoGen Money Fund
- ----------
(1)   The  information  as  to  beneficial  ownership  is  based  on  statements
      furnished to the Company by each  Director and nominee.  Unless  otherwise
      noted,  beneficial ownership is based on sole voting and investment power.
      Each  Director's  and  nominee's  individual  share  holdings  of any Fund
      constitutes less than 1/4 of 1% of the shares outstanding of such Fund.

Responsibilities of the Board - Board and Committee Meetings

      The Board is responsible for the general  oversight of the business of the
Funds. A majority of the members of both the current and proposed Boards are not
"interested"  persons  of the Fund,  within the  meaning of the 1940 Act.  These
Independent Directors have primary responsibility for assuring that each Fund is
managed in a manner consistent with the best interests of its shareholders.

      The Board of Directors  meets at least  quarterly to review the investment
performance of each Fund and other operational  matters,  including policies and
procedures   designed   to  assure   compliance   with   applicable   regulatory
requirements.  At least annually, the Independent Directors review the fees paid
to the Funds'  investment  adviser and its affiliates  for  investment  advisory
services and other administrative and shareholder  services.  In connection with
this review,  the Directors  evaluate each Fund's  investment  performance,  the
quality and efficiency of the various other services provided, costs incurred by
SGAM Corp. and its affiliates,  and comparative  information  regarding fees and
expenses of competitive  funds (among other  things).  They are assisted in this
process by the Funds'  independent public accountants (see Proposal 3 below) and
by independent legal counsel selected by the Independent Directors.

      During the calendar year ended  December 31, 1998,  the Board of Directors
met [ ] times.

      Audit Committee

      The  Board has an Audit  Committee  consisting  solely of the  Independent
Directors.  The Audit  Committee  reviews with  management  and the  independent
accountants  for each Fund,  among other things,  the scope of the audit and the
controls of each Fund and its agents,  reviews and  approves in advance the type
of  services  to be  rendered by the  independent  accountants,  recommends  the
selection of independent accountants for each Fund to the Board and, in general,
considers and reports to the Board on matters  regarding each Fund's  accounting
and bookkeeping practices.

      During the calendar year ended December 31, 1998, the Audit  Committee met
[four] times.

Executive Officers

      The following persons are currently Executive Officers of the Company:

                                       Present Office with the Company
Name (Age)          Principal              (year first became an officer)
                    Occupation

Jean-Marie          [Executive Vice    President and Director ([           ])
Eveillard (59)      President] of
                    SGAM Corp.

Philip J. Bafundo   Secretary and      Vice President, Secretary, and Treasurer
(36)                Treasurer of SGAM  ([          ])
                    Corp.

Edwin S. Olsen (59) Vice President of  Vice President ([          ])
                    [SGAM Corp.]

Elizabeth Tobin     Senior Vice        Vice President ([          ])
(45)                President, SGAM
                    Corp.
                                       Vice President ([          ])
Charles de Vaulx    Senior Vice
(37)                President, SGAM
                    Corp.


Compensation of Directors and Officers

      The Company pays each of its  Independent  Directors an annual  Director's
fee of  $12,000  plus a fee of  $2,000  for each  Board  and  committee  meeting
attended and  compensates him or her for expenses  related to Company  business.
During the fiscal year ended March 31, 1999, the Board met more  frequently than
normally due to organizational issues not in the ordinary course of business and
accordingly  the fees paid to the  Directors for the year were higher that those
typically paid.

      SGAM Corp.  supervises each Fund's investments,  pays the compensation and
certain  expenses of its  personnel  who serve as Directors  and officers of the
Company and receives a management fee for its services. Several of the Company's
officers and Directors are also officers,  directors,  employees or shareholders
of SGAM Corp.  and  participate  in the fees paid to that  firm[,  although  the
Company makes no direct payments to them other than for  reimbursement of travel
expenses  in  connection  with their  attendance  at  Directors'  and  committee
meetings].  The Company does not provide any compensation in the form of pension
or retirement benefits to any of the Directors.

      The following  Compensation  Table  provides in tabular form the following
data:

      Column (1) All Directors who receive compensation from the Company.

      Column (2) Aggregate  compensation  received by each  Director  during the
fiscal year ended March 31, 1999. The number in parentheses  indicates the total
number of boards in the fund  complex on which the  Director  served as of March
31, 1999.

                                                      Total Compensation
                              Aggregate Compensation  from the Company
Name of Person, Position            from the Company        and Fund Complex

Fred J. Meyer, Director       [$          ]           [$          ](2)
Dominique Raillard, Director        [$          ]           [$          ](2)
Nathan Snyder, Director       [$          ]           [$          ](2)

Required Vote

      Election  of  each  of the  listed  nominees  for  Director  requires  the
affirmative  vote of a  majority  of the votes  cast at the  Special  Meeting in
person or by proxy. The Board recommends that the shareholders  vote in favor of
each of the nominees listed in this Proposal 2.

                    PROPOSAL 3: RATIFICATION OR REJECTION
                 OF THE SELECTION OF INDEPENDENT ACCOUNTANTS

      The  Board  of  Directors  of  the  Fund,  including  a  majority  of  the
Independent Directors,  has selected KPMG LLP to act as independent  accountants
for the Company for the  Company's  current  fiscal year ending  March 31, 2000.
KPMG LLP are independent accountants and have advised the Company that they have
no direct  financial  interest or material  indirect  financial  interest in the
Company.  One or more  representatives of KPMG LLP are expected to be present at
the Special  Meeting and will have an opportunity to make a statement if they so
desire.  Such  representatives  are  expected  to be  available  to  respond  to
appropriate questions posed by shareholders or management.

Required Vote

      Ratification  of the  selection of  independent  accountants  requires the
affirmative  vote of a  majority  of the votes  cast at the  Special  Meeting in
person or by proxy. The Board recommends that the shareholders  vote in favor of
this Proposal 3.

                            ADDITIONAL INFORMATION

General

      The  cost  of  preparing,   printing  and  mailing  the  enclosed   proxy,
accompanying  notice and proxy  statement and all other costs in connection with
the  solicitation of proxies will be paid by A&SB (and not by the Company or the
Funds),  including  any  additional  solicitation  made by letter,  telephone or
telegraph.   [In  addition  to  solicitation  by  mail,   certain  officers  and
representatives of the Company, officers and employees of SGAM Corp. and certain
financial  services firms and their  representatives,  who will receive no extra
compensation for their services,  may solicit proxies by telephone,  telegram or
personally.]

      MacKenzie Partners,  Incorporated ("MacKenzie") has been engaged to assist
in the solicitation of proxies. As the Special Meeting date approaches,  certain
shareholders of each Fund may receive a telephone call from a representative  of
MacKenzie  if their  vote has not yet been  received.  Authorization  to  permit
MacKenzie to execute  proxies may be obtained by  telephonic  or  electronically
transmitted  instructions  from  shareholders  of each  Fund.  Proxies  that are
obtained  telephonically  will be recorded in accordance with the procedures set
forth below. The Directors believe that these procedures are reasonably designed
to ensure that the identity of the  shareholder  casting the vote is  accurately
determined and that the voting  instructions  of the  shareholder are accurately
determined.  The cost of this  assistance is expected to be  approximately  $[ ]
and, as stated above, will not be borne by the Funds or the Company.

      In all  cases  where  a  telephonic  proxy  is  solicited,  the  MacKenzie
representative  is required to ask for each  shareholder's  full name,  address,
social security or employer  identification number, title (if the shareholder is
authorized to act on behalf of an entity, such as a corporation), and the number
of shares  owned and to confirm  that the  shareholder  has  received  the proxy
statement  card in the  mail.  If the  information  solicited  agrees  with  the
information  provided to MacKenzie,  then the MacKenzie  representative  has the
responsibility  to explain the process,  read the proposals  listed on the proxy
card, and ask for the shareholder's instructions on each proposal. The MacKenzie
representative,  although he or she is permitted to answer  questions  about the
process,  is not permitted to recommend to the  shareholder  how to vote,  other
than to read any recommendation set forth in the proxy statement. MacKenzie will
record the shareholder's  instructions on the card.  Within 72 hours,  MacKenzie
will send the  shareholder  a letter or  mailgram to confirm his or her vote and
asking the shareholder to call MacKenzie  immediately if his or her instructions
are not correctly reflected in the confirmation.

      If the shareholder wishes to participate in the Special Meeting,  but does
not wish to give his or her proxy by telephone, the shareholder may still submit
the proxy card  originally  sent with the proxy  statement  or attend in person.
Should  shareholders  require  additional  information  regarding  the  proxy or
replacement proxy cards, they may contact MacKenzie  toll-free at (800) [ ]. Any
proxy given by a shareholder, whether in writing or by telephone, is revocable.

Proposals of Shareholders

      Shareholders  wishing  to  submit  proposals  for  inclusion  in  a  proxy
statement for a shareholder  meeting subsequent to the Special Meeting,  if any,
should send their written proposals to the Secretary of the Company, 1221 Avenue
of the Americas,  New York, New York 10020,  within a reasonable time before the
solicitation  of proxies for such meeting.  Pursuant to its bylaws,  the Company
does not  generally,  and has no present  intention to, hold annual  meetings of
shareholders.  The  timely  submission  of a  proposal  does not  guarantee  its
inclusion.

Other Matters to Come Before the Special Meeting

      The Board of  Directors is not aware of any matters that will be presented
for action at the  Special  Meeting  other than the  matters  set forth  herein.
Should any other matters  requiring a vote of shareholders  arise,  the proxy in
the  accompanying  form will confer upon the person or persons  entitled to vote
the shares  represented  by such proxy the  discretionary  authority to vote the
shares as to any such other  matters in  accordance  with their best judgment in
the interest of each Fund.

PLEASE  COMPLETE,  SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.  NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.

By order of the Board of Directors,

Philip J. Bafundo
Secretary



<PAGE>


                                                                       Exhibit A

                        FIRST EAGLE SOGEN FUNDS, INC.
                    1221 Avenue of the Americas, 8th Floor
                           New York, New York 10020



                                                             December __, 1999

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

                         Investment Advisory Contract


Dear Sirs:

      First Eagle SoGen Funds,  Inc., (the  "Company"),  a Maryland  corporation
consisting of four portfolios,  First Eagle SoGen Global Fund, First Eagle SoGen
Overseas  Fund,  First  Eagle  SoGen Gold Fund and First  Eagle SoGen Money Fund
(referred to herein individually as a "Fund" or collectively as the "Funds"), is
engaged  in the  business  of an  investment  company.  The  Company's  Board of
Directors has selected you to act as the investment  adviser of the Company,  as
more  fully set  forth  below,  and you are  willing  to act as such  investment
adviser and to perform such services under the terms and conditions  hereinafter
set forth. Accordingly, the Company agrees with you as follows:

      1.  Delivery of Corporate  Documents.  The Company has  furnished you with
copies properly certified or authenticated of each of the following:

      (a)   Articles of Incorporation of the Company.

      (b) By-Laws of the Company as in effect on the date hereof.

      (c)         Statement  of Rules  adopted by the Board of  Directors of the
                  Company.

      (d) Current Registration Statement of the Company with copies of Exhibits.

      (e)   Resolutions  of the Board of Directors of the Company  selecting you
            as investment adviser and approving the form of this Agreement.

The Company will furnish you from time to time with copies properly certified or
authenticated, of any amendments of or supplements to the foregoing, if any.

      2.  Advisory  Services.  You  will  regularly  provide  the  Company  with
investment  research,  advice and supervision  and will furnish  continuously an
investment  program  for the  Company's  Portfolio  consistent  with the  Fund's
investment  objective,  policies  and  restrictions  set forth in the  Company's
Registration  Statement  under  the  Securities  Act of 1933,  as  amended  (the
"Registration  Statement")  ,  and  the  current  prospectus  and  statement  of
additional  information included therein (the "Prospectus").  You will recommend
what  securities  shall be  purchased  for  each of the  Funds,  what  portfolio
securities  shall be sold by each Fund,  and what portion of each Fund's  assets
shall be held uninvested, subject always to such investment objectives, policies
and   restrictions   and  to  the  provisions  of  the  Company's   Articles  of
Incorporation,  By-Laws,  Statement  of  Rules,  and  the  requirements  of  the
Investment  Company Act of 1940,  as amended  (the " 1940 Act"),  as each of the
same  shall be from time to time in  effect.  You shall  advise  and  assist the
officers of the Company in taking such steps as are necessary or  appropriate to
carry out the decisions of its Board of Directors and any appropriate committees
of such  Board  regarding  the  foregoing  matters  and  general  conduct of the
investment business of the Company.

      3. Allocation of Charges and Expenses.  You will pay the  compensation and
expenses of all officers of the Company and will furnish, without expense to the
Company,  the  services of such of your  officers  and  employees as may duly be
elected  officers  or  directors  of the  Company,  subject to their  individual
consent  to  serve  and to any  limitations  imposed  by law.  You  will pay the
Company's office rent and ordinary office expenses and will provide  investment,
advisory, research and statistical facilities and all clerical services relating
to  research,  statistical  and  investment  work.  (It is  understood  that the
foregoing  provision  does not  obligate you to pay for the  maintenance  of the
Company's  general ledger and securities cost ledger or for daily pricing of the
Company's  securities,  but that it does  obligate you,  without  expense to the
Company,  to oversee the provision of such services by the Company's agent.) You
will not be required  hereunder  to pay any  expenses of the Company  other than
those above enumerated in this paragraph 3. In particular,  but without limiting
the  generality  of the  foregoing,  you will not be required to pay  hereunder:
brokers'  commissions;  legal or auditing expenses;  taxes or governmental fees;
any direct expenses of issue, sale,  underwriting,  distribution,  redemption or
repurchase of the Company's  shares;  the expenses of  registering or qualifying
securities for sale; the cost of preparing and distributing  reports and notices
to stockholders; the fees or disbursements of dividend, disbursing, shareholder,
transfer or other  agent;  or the fees or  disbursements  of  custodians  of the
Company's assets.

      4.  Compensation  of the  Adviser.  For all  services to be  rendered  and
payments  made as  provided in  paragraphs  2 and 3 hereof,  you will  receive a
monthly  fee after the last day of each month,  in  accordance  with  Schedule A
attached hereto.

      If this  Agreement is terminated  with respect to a Fund as of any day not
the last day of a month,  such  Fund's fee shall be paid as promptly as possible
after such date of  termination.  If this Agreement  shall be effective for less
than the whole of any month,  such fee shall be based on the average daily value
of the net assets of each Fund in the part of the month for which this Agreement
shall be  effective  and shall be that  proportion  of such fee as the number of
business days (days on which the New York Stock  Exchange is open all or part of
the day for unrestricted trading) in such period bears to the number of business
days in such month. The average daily value of the net assets of each Fund shall
in all cases be based only on business days for the period or month and shall be
computed  in  accordance   with   applicable   provisions  of  the  Articles  of
Incorporation of the Company.

      5. Purchase and Sale of Securities.  You shall purchase securities from or
through  and sell  securities  to or through  such  persons,  brokers or dealers
(including  any of your  affiliates)  as you shall deem  appropriate in order to
carry out the Company's  brokerage  policy as set forth from time to time in the
Registration  Statement  and  Prospectus,  or as the Board of  Directors  of the
Company may require from time to time. You acknowledge that you will comply with
all applicable  provisions of the 1940 Act,  Investment Advisers Act of 1940, as
amended (the "Investment Advisers Act") and the Securities Exchange Act of 1934,
as  amended,  including  without  limitation  the  provisions  of Section  28(e)
thereof,  with  respect  to  the  allocation  of  portfolio  transactions.  When
purchasing securities from or through, and selling securities to or through, any
such  persons,  brokers or dealers  that may be  affiliated  with you, you shall
comply  with all  applicable  provisions  of the  1940  Act,  including  without
limitation  Section 17 thereof  and the rules and  regulations  thereunder,  and
Section  206 of the  Investment  Advisers  Act and  the  rules  and  regulations
thereunder. In providing the Company with investment management and supervision,
it is recognized that you will seek the best  combination of price (inclusive of
brokerage commissions) and execution, and, consistent with such policy, may give
consideration  to the  research,  statistical  and other  services  furnished by
brokers or dealers as such Board may direct or authorize from time to time

      Notwithstanding  the above,  it is understood that it is desirable for the
Company  that you have  access to  research  services  provided  by brokers  who
execute  brokerage  transactions at a higher cost to the Company than may result
when  allocating  brokerage  to other  brokers on the basis of seeking  the best
combination of price (inclusive of brokerage  commissions)  and execution.  Such
research  services  include written  reports,  responses to specific  inquiries,
interviews with analysts,  invitations to meetings  arranged by brokers with the
managements of companies in the Company's  portfolio or in which the Company may
invest and may include other types of research from time to time approved by the
Board of Directors of the Company.  Only research  services  provided to you for
the benefit of the Company will be  considered  in  selecting  brokers to effect
portfolio  transactions  for the Company  unless  otherwise  authorized  by such
Board.  You are  authorized  to  place  orders  for  the  purchase  and  sale of
securities  for the Company  with brokers who provide  such  research  services,
subject to review by the Board of  Directors  of the Company  from time to time,
but  not  less  frequently  than  quarterly,  with  respect  to the  extent  and
continuation of this practice.  It is understood  that the services  provided by
such brokers may be useful to you and your  affiliates in connection  with their
services to other clients as well as the Company.  You acknowledge that you will
comply with all applicable  provisions of the 1940 Act,  Investment Advisers Act
and  the  Securities  Exchange  Act  of  1934,  as  amended,  including  without
limitation  the  provisions  of  Section  28(e)  thereof,  with  respect  to the
allocation of portfolio transactions.

      Nothing  herein shall  prohibit the Board of Directors of the Company from
approving  the payment by the Company of additional  compensation  to others for
consulting services, supplemental research and security and economic analysis.

            6. Services to Other Accounts.  The Company understands that you and
your  affiliates  now act,  will  continue to act,  and may in the future act as
investment adviser to fiduciary and other managed accounts,  and the Company has
no objection to you and your affiliates so acting, provided that whenever a Fund
and one or more other  accounts  advised  by you (the  "Managed  Accounts")  are
prepared  to  purchase,  or  desire  to  sell,  the  same  security,   available
investments  or  opportunities  for sales will be  allocated in a manner that is
equitable to each entity.  In such  situations,  you may place orders for a Fund
and each Managed Account  simultaneously,  and if all such orders are not filled
at the same  price,  you may cause the Fund and each  Managed  Account to pay or
receive  the  average of the prices at which the orders were filled for the Fund
and all  Managed  Accounts.  If all such orders  cannot be executed  fully under
prevailing market conditions, you may allocate the traded securities between the
Fund and the Managed Accounts in a manner you consider appropriate,  taking into
account the size of the order placed for the Fund and each such Managed  Account
and, in the event of a sale,  the size of the pre-sale  position of the Fund and
each such Managed Account,  as well as any other factors you deem relevant.  The
Company  recognizes  that in some cases this procedure may affect  adversely the
price paid or received by a Fund or the size of the  position  purchased or sold
by such Fund. In addition,  the Company understands that the persons employed by
you to provide service to the Company in connection with the performance of your
duties under this  Agreement  will not devote  their full time to that  service.
Moreover,  nothing  contained  in this  Agreement  will be  deemed  to  limit or
restrict  your  right or the  right of any of your  affiliates  to engage in and
devote time and attention to other  businesses or to render services of whatever
kind or nature including serving as investment adviser to, or employee, officer,
director or trustee of, other investment companies.

      7. Avoidance of  Inconsistent  Position.  If any occasion  should arise in
which you give any  advice to  clients  of yours  concerning  the  shares of the
Company,  you will act solely as investment  counsel for such clients and not in
any way on behalf of the  Company  except to the  extent  that you are acting as
principal underwriter of the Shares of the Funds In connection with purchases or
sales of portfolio  securities for the account of a Fund, neither you nor any of
your directors, officers or employees will act as a principal.

      8.  Limitation  of Liability  of Adviser.  You shall not be liable for any
error of judgment  or mistake of law or for any loss  suffered by the Company in
connection  with the  matters to which  this  Agreement  relates,  except a loss
resulting from willful  misfeasance,  bad faith or gross negligence on your part
in the  performance  of your duties or from  reckless  disregard  by you of your
obligations and duties under this Agreement.

      9. Use of Name. If you cease to act as the Company's  investment  adviser,
or, in any event,  if you so request in writing,  the Company agrees to take all
necessary  action to change the name of the  Company and the Funds to a name not
including  the term  "First  Eagle".  You may from time to time  make  available
without  charge to the  Company  for its use such marks or symbols  not owned by
you,  including  the logo in the form of a  stylized  globe or marks or  symbols
containing the term "First Eagle" or any variation thereof,  as you may consider
appropriate.  Any such marks or  symbols  so made  available  will  remain  your
property  and you shall have the right,  upon notice in writing,  to require the
Company to cease the use of such mark or symbol at any time.

      10.  Duration and  Termination of this  Agreement.  This  Agreement  shall
remain in force until December __, 2001, and from year to year  thereafter  with
respect  to each  Fund,  but only so long as such  continuance  is  specifically
approved at least annually by the Board of Directors of the Company with respect
to each Fund or by vote of a majority of the  outstanding  voting  securities of
such Fund.  In  addition,  the Company may not renew or perform  this  Agreement
unless the terms thereof and any renewal thereof have been approved with respect
to each Fund by the vote of a majority of  directors  of the Company who are not
interested  persons of you or of the Company cast in person at a meeting  called
for the  purpose of voting on such  approval.  This  Agreement  may, on 60 days'
written notice,  be terminated with respect to each Fund at any time without the
payment of any penalty,  by the Board of Directors of the Company,  by vote of a
majority of the outstanding  voting  securities of the Company,  or by you. This
Agreement  shall  automatically  terminate  in the event of its  assignment.  In
interpreting  the provisions of this  paragraph,  the  definitions  contained in
Section 2(a) of the 1940 Act, as amended, and any Rules thereunder (particularly
the  definitions of "interested  person",  "assignment",  "voting  security" and
"vote of a majority of the outstanding voting securities") shall be applied.

      11.  Amendment of this  Agreement.  No provision of this  Agreement may be
changed,  waived,  discharged or terminated orally, but only by an instrument in
writing signed by the "party" against which  enforcement of the change,  waiver,
discharge or termination is sought.

      12.  Notices.  Any  notice  or other  communication  required  to be given
pursuant to this Agreement  shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, to you or to the Company at 1221 Avenue of the
Americas, 8th Floor, New York, New York 10020.

      13.  Governing Law. This  Agreement  shall be governed by and construed in
accordance  with  the laws of the  State of New  York.  Anything  herein  to the
contrary  notwithstanding,  this Agreement shall not be construed to require, or
to impose any duty upon,  either of the parties to do anything in  violation  of
any applicable laws or regulations.

      14.  Captions;  Counterparts.  The captions in this Agreement are included
for  convenience  of  reference  only and in no way define or delimit any of the
provisions  hereof or  otherwise  affect  their  construction  or  effect.  This
Agreement may be executed  simultaneously in two or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

      If you are in  agreement  with  the  foregoing,  please  sign  the form of
acceptance  on the  accompanying  counterpart  of this  letter and  return  such
counterpart  to the  Company,  whereupon  this  letter  shall  become a  binding
contract.


                              Yours very truly,

                          FIRST EAGLE SOGEN FUNDS, INC.


                              By:
                                    Name:
                                    Title:

The foregoing Agreement is hereby accepted.

ARNHOLD AND S. BLEICHROEDER ADVISERS, INC.


By:
Name:
Title:



<PAGE>


                                  SCHEDULE A

                        FIRST EAGLE SOGEN FUNDS, INC.

Pursuant to Section 4 of the investment  advisory  agreement between the First
Eagle  SoGen  Funds,  Inc.  and  Arnhold  and  S.  Bleichroeder,  Inc.  ("A&SB
Advisers"),  the parties agree that A&SB  Advisers  shall be paid on a monthly
basis an  investment  advisory fee at the annual rate for each of the Funds as
set forth below:

First Eagle SoGen Overseas Fund:          0.75  of 1%  of  the  average  daily
value of the First                        Eagle SoGen Overseas Fund's net assets

First Eagle SoGen Gold Fund:              0.75  of 1%  of  the  average  daily
value of the First                        Eagle SoGen Gold Fund's net assets

First Eagle SoGen Money Fund:             0.40  of 1%  of  the  average  daily
value of the First                        Eagle SoGen Money Fund's net assets

First Eagle SoGen Global Fund:            1% of the  average  daily  value  of
               the First Eagle       SoGen  Global  Fund's  net  assets  on the
               first
                                    $25,000,000   and  0.75%  of  the  average
               daily value
                                    of the First  Eagle  SoGen  Global  Fund's
               net assets in
                                    excess of $25,000,000

IN WITNESS WHEREOF,  the undersigned have approved this schedule effective as of
the ___ day of ____________, 1999.

                        FIRST EAGLE SOGEN FUNDS, INC.


                        By:
                        Name:
                        Title:



                        ARNHOLD AND S. BLEICHROEDER ADVISERS, INC.


                        By:
                        Name:
                        Title:




<PAGE>




                              SOGEN FUNDS, INC.

                                 PROXY PROXY

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

             Special Meeting of Shareholders - December 17, 1999

      The  undersigned  hereby  appoints  Jean-Marie  Eveillard  and  Philip  J.
Bafundo,  and each of them,  the proxies of the  undersigned,  with the power of
substitution to each of them, to vote all shares of [SoGen  International  Fund]
[SoGen  Overseas  Fund]  [SoGen Gold Fund] [SoGen  Money Fund] (the  "Fund"),  a
series of SoGen Funds, Inc. (the "Company") which the undersigned is entitled to
vote at the  Special  Meeting of  Shareholders  of the Company to be held at the
offices of the Company,  1221 Avenue of the Americas,  8th Floor,  New York, New
York 10020, on Friday,  December 17, 1999 at 3:00 p.m., and at any  adjournments
and postponements thereof (the "Special Meeting").

  Unless          otherwise specified in the squares provided, the undersigned's
                  vote will be cast FOR each numbered item below.

      The Directors of the Company  recommend that you vote FOR the proposal set
forth below.

1.    To approve a new advisory agreement between Arnhold and S. Bleichroeder
      Advisers, Inc. and the Company on behalf of the Fund.

                        ( ) FOR              ( )AGAINST
      ( )ABSTAIN

2.    To elect Directors.

      John P. Arnhold         Candace K. Beinecke     Edwin J. Ehrlich
      Robert J. Gellert       James. E. Jordan        William M. Kelly
      Fred J. Meyer           Dominique Raillard      Nathan Snyder
      Stanford S. Warshawsky

      To withhold authority to vote for any individual  nominee,  strike through
      that nominee's name as listed above.

                     ( ) FOR all nominees ( ) WITHHOLD
      ( ) ABSTAIN
                        listed in the proxy     AUTHORITY to
                        statement (except as    vote for all
                        marked to the contrary  nominees listed in
                        above).                 the Proxy Statement.

3.    To ratify the selection of KPMG LLP as the independent accountants for the
      Funds for the Funds' current fiscal year.

                        ( ) FOR              ( ) AGAINST
      ( ) ABSTAIN

4.    In their  discretion,  the proxies are  authorized to vote upon such other
      business as may properly be presented at the Special Meeting.

                        ( ) FOR              ( ) AGAINST
      ( ) ABSTAIN

               (Continued and to be signed on the other side.)



<PAGE>


(Continued from other side.)

Every properly signed proxy will be voted in the manner specified hereon and, in
the absence of specification,  will be treated as GRANTING authority to vote FOR
the Proposal.



                                    Please  sign  exactly  as you  name or names
                                    appear. When signing as attorney,  executor,
                                    administrator,  trustee or guardian,  please
                                    give your full title as such.


                                -----------------------------------------------
                                                    (Signature of Shareholder)


                                -----------------------------------------------
                                              (Signature of joint owner, if
                                    any)

                                    Dated, ______________________________,
                                    1999



             PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
                            NO POSTAGE IS REQUIRED



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission