SOGEN FUNDS INC, 485BPOS, 1999-07-30

SOGEN FUNDS INC
485BPOS, 1999-07-30

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1999

REGISTRATION NO. 33-63560
811-7762
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A
------------------------
REGISTRATION STATEMENT UNDER [X]
THE SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 8 [X]
AND/OR

REGISTRATION STATEMENT UNDER [X]
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 10 [X]
(CHECK APPROPRIATE BOX OR BOXES.)
------------------------

SOGEN FUNDS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
------------------------
1221 AVENUE OF THE AMERICAS
NEW YORK, NY 10020
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 334-2143
------------------------
JEAN-MARIE EVEILLARD
SOGEN FUNDS, INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NY 10020
(NAME AND ADDRESS OF AGENT FOR SERVICE)
------------------------
COPY TO:
JACK W. MURPHY, ESQ.
DECHERT PRICE & RHOADS
1775 EYE STREET, N.W.
WASHINGTON, DC 20006
------------------------
It is proposed that this filing will become effective (check appropriate box):

[ ] Immediately upon filing pursuant to paragraph (b)

[X] On August 2, 1999 pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)

[ ] On (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.

IF APPROPRIATE, CLICK THE FOLLOWING BOX:

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

Title of Securities Being Registered:
SoGen International Fund -- Class A Common Stock
SoGen International Fund -- Class I Common Stock
SoGen Overseas Fund -- Class A Common Stock
SoGen Overseas Fund -- Class I Common Stock
SoGen Gold Fund -- Common Stock
SoGen Money Fund -- Common Stock
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<PAGE> 2

SoGen International Fund

SoGen Overseas Fund

SoGen Gold Fund

SoGen Money Fund

[SoGen LOGO]

Prospectus
August 1, 1999

<TABLE>
<S> <C> <C> <C> <C>
--------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
<PAGE> 3

SOGEN INTERNATIONAL FUND

SOGEN OVERSEAS FUND
SOGEN GOLD FUND
SOGEN MONEY FUND
------------------------------------
[SoGen LOGO]

1221 AVENUE OF THE AMERICAS, NEW YORK, NY 10020
(800) 334-2143
------------------------

Societe Generale Asset Management Corp.
Investment Adviser
Funds Distributor, Inc.
Principal Underwriter
------------------------

The Securities and Exchange Commission has not approved or disapproved of
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

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

PROSPECTUS
AUGUST 1, 1999
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Overview of the Funds....................................... 1
Investment Objectives, Principal Investment Strategies, and
Related Risks............................................ 9
Management of the Company................................... 15
Distribution Arrangements................................... 16
How to Invest............................................... 16
Shareholders' Reference Guide............................... 29
Financial Highlights........................................ 30
</TABLE>

------------------------
<PAGE> 5

OVERVIEW OF THE FUNDS

Each Fund is a separate, diversified portfolio of SoGen Funds, Inc. (the
"Company"), an open-end management investment company, and has its own
investment objective which it pursues through separate investment policies. The
difference in objectives and policies among the Funds affects the degree of risk
and return of each Fund.

INVESTMENT OBJECTIVE OF EACH FUND.

SoGen International Fund ("International Fund") seeks long-term growth of
capital.

SoGen Overseas Fund ("Overseas Fund") seeks long-term growth of capital.

SoGen Gold Fund ("Gold Fund") seeks growth of capital.

SoGen Money Fund ("Money Fund") seeks as high a level of current income as
is considered consistent with the preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES OF EACH FUND.

International Fund

In seeking to achieve its investment objective, International Fund will
normally invest its assets primarily in common stocks (and in securities
convertible into common stocks) of United States and foreign companies.
International Fund also may invest a portion of its assets in fixed-income
securities (including lower-rated securities) of domestic or foreign issuers
which, in addition to the income they may provide, appear to offer potential for
long-term growth of capital. In selecting investments, International Fund will
generally seek companies that have growth potential, financial strength and
stability, strong management and fundamental value.

Overseas Fund

In seeking to achieve its investment objective, Overseas Fund will invest
primarily in equity securities of small and medium size non-U.S. companies and
may invest in securities traded in mature markets (for example, Japan, Canada
and the United Kingdom) and in emerging markets (for example, Mexico and
Indonesia). In addition, Overseas Fund may invest a portion of its assets in any
other type of security, including debt securities that may be lower-rated
securities and certain structured securities. Overseas Fund particularly seeks
companies that have growth potential, financial strength and stability, strong
management and fundamental value. However, Overseas Fund may invest in companies
that do not have all of these characteristics.

Gold Fund

In seeking to achieve its investment objective, Gold Fund will invest
primarily in securities of companies engaged in mining, processing, dealing in
or holding gold or other precious metals such as silver, platinum and palladium,
both in the United States and in foreign countries. Under normal circumstances,
at least 65% of the value of Gold Fund's total assets will be invested in
securities (which may include both equity and, to a limited extent, debt
securities) consisting of issuers engaged in gold operations, including
securities of gold mining finance companies as well as operating companies with
long-, medium- or short-life mines. Because of Gold Fund's policy of

1
<PAGE> 6

investing primarily in securities of companies engaged in gold mining,
processing, dealing in or holding gold and other precious metals, a substantial
part of Gold Fund's assets will generally be invested in securities of companies
domiciled or operating in one or more foreign countries. Up to 35% of Gold
Fund's assets may be invested in equity and, to a limited extent, debt
securities unrelated to the precious metals industry where the investment
adviser believes such securities are consistent with Gold Fund's investment
objective.

Money Fund

In seeking to achieve its investment objective, Money Fund invests
primarily in high-quality, short-term money market instruments, including
certificates of deposit, banker's acceptances, commercial paper, U.S.
dollar-denominated high quality foreign debt securities and other money market
instruments. Money Fund seeks to provide a stable net asset value of $1 per
share by investing in securities with a maturity of 397 days or less. To be
considered high quality, a security is generally rated in one of the two highest
credit-quality categories for short-term securities by a nationally recognized
rating service. If unrated, the security must be determined by Money Fund's
investment adviser to be of quality equivalent to those in the two highest
credit quality categories.

PRINCIPAL RISKS OF INVESTING IN THE FUNDS.

A Word About Mutual Fund Risks

Investment in any mutual fund has inherent risks. There can be no assurance
that the investment objectives of a fund will be realized or that a fund's
shares will not decline in value. Economic conditions change and stock markets
are volatile. If the investment adviser to a fund judges market conditions
incorrectly, the fund's portfolio may decline in value. You could lose money by
investing in a mutual fund. You should consider your own risk tolerance,
investment goals and investment timeline before committing any of your money to
an investment in a mutual fund.

You should note that an investment in Money Fund is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although Money Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in Money Fund.

Main Risks of the Funds

Investing in Foreign Securities

Foreign securities involve certain inherent risks that are different from
those of domestic securities, including political or economic instability of the
issuer or the country of issue, changes in foreign currency and exchange rates,
and the possibility of adverse changes in investment or exchange control
regulations. Currency fluctuations will also affect the net asset value of each
Fund irrespective of the performance of the underlying investments in foreign
issuers. Typically, there is less publicly available information about a foreign
company than about a U.S. company, and foreign companies may be subject to less
stringent reserve, auditing and reporting requirements. Many foreign stock
markets are not as large or liquid as in the United States; fixed commissions on
foreign stock exchanges are generally higher than the negotiated commissions on
U.S. exchanges;

2
<PAGE> 7

and there is generally less government supervision and regulation of foreign
stock exchanges, brokers and companies than in the United States. Foreign
governments can also levy confiscatory taxes, expropriate assets and limit
repatriations of assets. As a result of these and other factors, foreign
securities purchased by a Fund may be subject to greater price fluctuation than
securities of U.S. companies. These risks may be more pronounced with respect to
investments in emerging markets.

Fluctuations in the Price of Gold

Gold Fund maintains a policy of concentrating its investments in gold and
other precious metal-related issuers. Gold Fund is therefore susceptible to
specific political and economic risks affecting the price of gold and other
precious metals including changes in U.S. or foreign tax, currency or mining
laws, increased environmental costs, international monetary and political
policies, economic conditions within an individual country, trade imbalances,
and trade or currency restrictions between countries.

Interest Rate and Credit Risk

The value of Money Fund's investment may fall when interest rates rise.
Money market funds like Money Fund are subject to less interest rate risk than
other income funds because they invest in debt securities with a remaining
maturity not greater than 397 days. The dollar weighted average portfolio
maturity of Money Fund will not exceed 90 days.

In addition, Money Fund could lose money if the issuer of a debt security
is unable to meet its financial obligations or goes bankrupt. Money market funds
like Money Fund are subject to less credit risk than other income funds because
they invest in short-term debt securities of the highest quality.

3
<PAGE> 8

PERFORMANCE HISTORY OF THE FUNDS.

The information below provides some indication of the risks of investing in
the Funds by showing changes in the Funds' performance from year to year and by
showing how the Funds' average annual returns over the periods indicated compare
with those of a broad measure of market performance. How each Fund has performed
in the past is not necessarily an indication of how it will perform in the
future.

INTERNATIONAL FUND
[CHART]

International Fund's total return for the period from January 1, 1999 to
June 30, 1999 was 8.55%.

Best Quarter: 21.23% (Third Quarter 1998)

Worst Quarter: (14.56)% (Fourth Quarter 1997)

<TABLE>
<CAPTION>
AVERAGE ANNUAL RETURNS THROUGH
DECEMBER 31, 1998
---------------------------------
1 YEAR 5 YEARS 10 YEARS
------ ------- --------
<S> <C> <C> <C>
International Fund
Class A Shares.............................. (0.26)% 7.76% 10.49%
Class I Shares.............................. 3.43%* -- --
MSCI World Index............................... 24.34% 15.68% 10.65%
</TABLE>

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

* For period beginning September 8, 1998 (commencement of operations) through
December 31, 1998.

4
<PAGE> 9

OVERSEAS FUND
[CHART]

Overseas Fund's total return for the period from January 1, 1999 to June
30, 1999 was 17.07%.

Best Quarter: 15.32% (Second Quarter 1999)

Worst Quarter: (13.82)% (Third Quarter 1998)

<TABLE>
<CAPTION>
AVERAGE ANNUAL RETURNS THROUGH DECEMBER 31, 1998
SINCE
COMMENCEMENT
1 YEAR 5 YEARS OF OPERATIONS
------- -------- --------------------------
<S> <C> <C> <C>
Overseas Fund
Class A Shares.................. 2.53% 7.83% 9.11%
(since August 31, 1993)
Class I Shares.................. -- -- 3.66%
(since September 2, 1998)
MSCI EAFE Index.................... 20.00% 9.19% 8.30%
(since August 31, 1993)
</TABLE>

5
<PAGE> 10

GOLD FUND

[CHART]

Gold Fund's total return for the period from January 1, 1999 to June 30,
1999 was (4.84)%.

Best Quarter: 14.90% (Third Quarter 1994)

Worst Quarter: (22.45)% (Fourth Quarter 1997)

<TABLE>
<CAPTION>
AVERAGE ANNUAL RETURNS THROUGH
DECEMBER 31, 1998
------------------------------------------
SINCE
COMMENCEMENT
OF OPERATIONS
1 YEAR 5 YEARS (AUGUST 31, 1993)
------ ------- -----------------
<S> <C> <C> <C>
Gold Fund.............................. (18.44)% (10.32)% (7.43)%
Financial Times Gold Mines............. (2.73)% (16.41)% (11.87)%
</TABLE>

MONEY FUND

[CHART]

Money Fund's total return for the period from January 1, 1999 to June 30,
1999 was 2.15%.

Best Quarter: 1.30% (Second Quarter 1995)

Worst Quarter: 0.53% (Fourth Quarter 1993)

<TABLE>
<CAPTION>
AVERAGE ANNUAL RETURNS THROUGH
DECEMBER 31, 1998
------------------------------------------
SINCE
COMMENCEMENT
OF OPERATIONS
1 YEAR 5 YEARS (AUGUST 31, 1993)
------ ------- -----------------
<S> <C> <C> <C>
Money Fund.............................. 4.86% 4.59% 4.43%
</TABLE>

To obtain Money Fund's current 7-day yield, please call 1-800-334-2143.

6
<PAGE> 11

FEES AND EXPENSES OF THE FUNDS.

This information is designed to help you understand the fees and expenses
that you may pay if you buy and hold shares of the Funds.

<TABLE>
<CAPTION>
SOGEN SOGEN SOGEN SOGEN
INTERNATIONAL INTERNATIONAL OVERSEAS OVERSEAS SOGEN SOGEN
FUND FUND FUND FUND GOLD MONEY
CLASS A CLASS I CLASS A CLASS I FUND FUND
------------- ------------- -------- -------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER FEES (fees paid
directly from your
investment)
Maximum Sales Charge (Load)
Imposed on Purchases (as a
percentage of public
offering price)............ 3.75% None 3.75% None 3.75% None
==== ==== ==== ==== ==== ====
Redemption Fee*.............. None None None None None None
==== ==== ==== ==== ==== ====
ANNUAL FUND OPERATING
EXPENSES (expenses that are
deducted from Fund assets)
Management Fees.............. 0.75% 0.75% 0.75% 0.75% 0.75% 0.40%
Distribution (12b-1) Fees.... 0.25%** None 0.25%** None 0.25%** None
Other Expenses............... 0.23% 0.26% 0.29% 0.28% 0.62% 0.29%
---- ---- ---- ---- ---- ----
Total Fund Operating
Expenses................... 1.23% 1.01% 1.29% 1.03% 1.62% 0.69%***
==== ==== ==== ==== ==== ====
</TABLE>

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

* Certain fees may be deducted from proceeds redeemed through a bank wire.

** Some of the Funds have adopted a Rule 12b-1 plan which allows those Funds to
pay distribution fees for the sale and distribution of their shares. The
maximum level of distribution expenses for those Funds is 0.25% per year of
each such Fund's average net assets. Because these fees are paid out of each
of those Fund's assets on an on-going basis, the distribution expenses you
pay over time will increase the cost of your investment and may total more
than the maximum sales charge permissible if imposed entirely as an initial
sales charge.

*** SGAM Corp., the investment adviser, has voluntarily agreed to limit the
total expenses of Money Fund (excluding interest, taxes, brokerage and
extraordinary expenses) to an annual rate of 0.75% of the Fund's average net
assets until July 31, 2000. After July 31, 2000, the expense limitation may
be terminated or revised at any time.

7
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EXAMPLE

This Example is intended to help you compare the cost of investing in the
Funds with the cost of investing in other mutual funds. The Example assumes that
you invest $10,000 in a Fund for the time periods indicated and then redeem all
of your shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that a Fund's operating expenses remain
the same. Although your actual costs may be higher or lower, based on these
assumptions, your costs would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
International Fund
Class A............................... $496 $751 $1,025 $1,808
Class I............................... $103 $322 $ 558 $1,236
Overseas Fund
Class A............................... $501 $769 $1,056 $1,873
Class I............................... $105 $328 $ 569 $1,259
Gold Fund................................ $534 $867 $1,223 $2,225
Money Fund............................... $ 70 $221 $ 384 $ 859
</TABLE>

8
<PAGE> 13

INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES,
AND RELATED RISKS

INTERNATIONAL FUND INVESTMENT OBJECTIVE AND POLICIES.

International Fund's investment objective is to provide long-term growth of
capital. In seeking to achieve this objective, International Fund will normally
invest its assets primarily in common stocks (and in securities convertible into
common stocks) of United States and foreign companies. However, International
Fund reserves the right to invest a portion of its assets in fixed-income
securities (including lower-rated securities) of domestic or foreign issuers
which, in addition to the income they may provide, appear to offer potential for
long-term growth of capital. Under normal circumstances, International Fund will
invest at least 65% of its assets in securities of foreign companies. When
deemed appropriate by International Fund's investment adviser for short-term
investment purposes, International Fund may hold a portion of its assets in
short-term debt instruments including commercial paper and certificates of
deposit.

OVERSEAS FUND INVESTMENT OBJECTIVE AND POLICIES.

Overseas Fund seeks long-term growth of capital by investing primarily in
equity securities of small and medium size non-U.S. companies. Overseas Fund
particularly seeks companies that have growth potential, financial strength and
stability, strong management and fundamental value. However, Overseas Fund may
invest in companies that do not have all of these characteristics.

The investment objective of Overseas Fund may be changed by the Company's
Board of Directors without shareholder approval. If there were such a change,
each shareholder would need to consider whether Overseas Fund would remain an
appropriate investment in light of the shareholder's then current financial
position and needs. Shareholders will be notified a minimum of sixty days in
advance of any change in investment objective.

Overseas Fund may invest in securities traded in mature markets (for
example, Japan, Canada and the United Kingdom) and in emerging markets (for
example, Mexico and Indonesia). A list of the mature and emerging markets in
which Overseas Fund may invest is included in the Statement of Additional
Information under "Investment Policies, Techniques and Risks -- Foreign
Securities." There are no limits on Overseas Fund's geographic asset
distribution, but Overseas Fund ordinarily invests in at least three countries
outside the United States.

The equity securities in which Overseas Fund may invest include common and
preferred stocks, warrants or other similar rights, and convertible securities.
Overseas Fund may purchase foreign securities in the form of sponsored or
unsponsored American Depositary Receipts (ADRs), Global Depositary Receipts
(GDRs), and European Depositary Receipts (EDRs) or other securities representing
underlying shares of foreign issuers. Overseas Fund may also invest in any other
type of security, including up to 20% of its total assets in debt securities.
Such debt securities may include lower-rated securities, commonly referred to as
"junk bonds" (i.e., securities rated BB or lower by Standard & Poor's
Corporation ("S&P") or Ba or lower by Moody's Investors Service, Inc.
("Moody's")), and securities that are not rated. There are no restrictions as to
the ratings of debt securities acquired by Overseas Fund or the portion of
Overseas Fund's assets that may be invested in debt securities in a particular
rating category. Under normal market conditions,

9
<PAGE> 14

Overseas Fund invests at least 75% of its total assets, taken at market value,
in foreign securities. Overseas Fund may also invest in "structured securities"
in which the value is linked to the price of an underlying instrument, such as a
currency, commodity, or index.

GOLD FUND INVESTMENT OBJECTIVE AND POLICIES.

Gold Fund seeks growth of capital by investing primarily in securities of
companies engaged in mining, processing, dealing in or holding gold or other
precious metals such as silver, platinum and palladium, both in the United
States and in foreign countries.

The investment objective of Gold Fund may be changed by the Company's Board
of Directors without shareholder approval. If there were such a change, each
shareholder would need to consider whether Gold Fund would remain an appropriate
investment in light of the shareholder's then current financial position and
needs. Shareholders will be notified a minimum of sixty days in advance of any
change in investment objective.

Under normal circumstances, at least 65% of the value of Gold Fund's total
assets will be invested in securities (which may include both equity and, to a
limited extent, debt securities) consisting of issuers engaged in gold
operations, including securities of gold mining finance companies as well as
operating companies with long-, medium- or short-life mines. Up to 35% of Gold
Fund's assets may be invested in equity and, to a limited extent, debt
securities unrelated to the precious metals industry where the investment
adviser believes such securities are consistent with Gold Fund's investment
objective.

Gold Fund's investment adviser is of the belief that a gold-based
investment medium will, over the medium term, protect capital from adverse
monetary and political developments of a national or international nature and
may offer better opportunity for capital growth than many other forms of
investment. Investments in gold may provide more of a hedge against currencies
with declining buying power, devaluation and inflation than other types of
investments. In those periods when investments in gold and gold-related
securities appreciate in value relative to the U.S. dollar, Gold Fund's
investments may serve to offset erosion in the purchasing power of the U.S.
dollar.

As indicated, the investment adviser is of the belief that the price of
gold and gold-related securities generally are likely to experience significant
appreciation in the relatively near future. If, however, this expected bull
market in gold-related securities does not develop or if it does but the
investment adviser should conclude that any price appreciation that occurs is
not likely to continue, the investment adviser expects that it will recommend to
the Company's Board of Directors that the Company seek the vote of Gold Fund's
shareholders to liquidate Gold Fund. Liquidation would involve the sale of all
of Gold Fund's assets, followed by the distribution of the proceeds, less
accrued liabilities, to shareholders. The decision to recommend liquidation will
not, however, affect the right of Gold Fund shareholders to redeem their shares
or to exchange their shares for shares of Money Fund, International Fund or
Overseas Fund, in the latter two cases without payment of any additional sales
charge. Potential investors should carefully weigh the consequences of investing
in, and paying the related sales charge for, a fund that may have a limited term
from the date of this Prospectus.

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<PAGE> 15

Gold Fund anticipates that it will normally invest in common stocks and
securities convertible into common stocks, such as convertible preferreds,
convertible debentures and sponsored or unsponsored American Depositary Receipts
(ADRs), Global Depositary Receipts (GDRs) and European Depositary Receipts
(EDRs) for those securities, all of which may be traded on a securities exchange
or over-the-counter. Gold Fund may invest up to 20% of its total assets in debt
securities, including lower-rated securities, commonly referred to as "junk
bonds" (i.e., securities rated BB or lower by S&P or Ba or lower by Moody's and
securities that are not rated). There are no restrictions as to the ratings of
debt securities acquired by Gold Fund or the portion of Gold Fund's assets that
may be invested in debt securities in a particular rating category. The market
performance of non-convertible debt securities of companies engaged in mining
and processing gold can be expected to be comparable to that of other debt
obligations of similar quality and generally will not react to fluctuations in
the price of gold. An investment in the debt instruments of gold-related
companies, therefore, cannot be expected to provide the hedge against inflation
that may be provided through investment in equity securities of companies
engaged in such activities. Investment in such debt securities can serve to
reduce the risk of fluctuation in net asset value of a portfolio composed
primarily of gold-related equity investments. Gold Fund may also invest in
"structured securities" in which the value is linked to the price of an
underlying instrument, such as a currency, commodity, or index.

MONEY FUND INVESTMENT OBJECTIVE AND POLICIES.

Money Fund seeks as high a level of current income as is considered
consistent with the preservation of capital and liquidity. The investment
objective of Money Fund may be changed by the Company's Board of Directors
without shareholder approval. If there were such a change, each shareholder
would need to consider whether Money Fund would remain an appropriate investment
in light of the shareholder's then current financial position and needs.
Shareholders will be notified a minimum of sixty days in advance of any change
in investment objective.

In seeking to achieve its investment objective, Money Fund invests
exclusively in the following types of U.S. dollar-denominated money market
instruments which mature in 397 days or less and which Money Fund's investment
adviser has determined to present minimal credit risk:

1. Bank certificates of deposit, time deposits or bankers' acceptances of
domestic banks (including their foreign branches) and U.S. and foreign
branches of foreign banks having capital surplus and undivided profits
in excess of $100 million.

2. Commercial paper rated Prime-1 or Prime-2 by Moody's, A-1 or A-2 by S&P,
Duff 2 or higher by Duff & Phelps, Inc. ("Duff"), or F-2 or higher by
Fitch Investors Service, Inc. ("Fitch"); commercial paper or notes of
issuers with an unsecured debt issue outstanding currently rated Aa or
higher by Moody's, AA or higher by S&P, AA or higher by Duff, or AA or
higher by Fitch where the obligation is on the same or a higher level of
priority and collateralized to the same extent as the rated issue;
investments in other corporate obligations such as publicly traded
bonds, debentures and notes rated Aa by Moody's, AA by S&P, Duff or
Fitch; and other similar securities which, if unrated by Moody's, S&P,
Duff or Fitch, are determined by Money Fund's investment adviser, using
guidelines approved by the Board of Directors, to be at least equal in
quality to one or more of the

11
<PAGE> 16

above referenced securities. Notwithstanding the foregoing, Money Fund
may invest no more than 5% of its total assets in securities that are
accorded the second highest rating by the requisite number of nationally
recognized statistical rating organizations. (For a description of the
ratings, see "Appendix -- Ratings of Investment Securities" in the
Statement of Additional Information.)

3. Obligations of, or guaranteed by, the U.S. or Canadian governments,
their agencies or instrumentalities.

4. Repurchase agreements involving obligations that are suitable for
investment under the categories set forth above.

IMPLEMENTATION OF INVESTMENT STRATEGIES AND RELATED RISKS.

In addition to the investment policies described above (and subject to
certain restrictions described herein), the Funds may invest in some or all of
the following securities and employ some or all of the following investment
techniques, some of which may present special risks as described below. A more
complete discussion of these securities and investment techniques and their
associated risks is contained in the Funds' Statement of Additional Information.

Because the Funds' investments will be subject to the market fluctuations
and risks inherent in all investments, there can be no assurance that the Funds'
stated objectives will be realized. Societe Generale Asset Management Corp.
("SGAM Corp."), the Funds' investment adviser, will seek to minimize these risks
through professional management and investment diversification. The value of
shares of the International Fund, Overseas Fund and Gold Fund when sold may be
higher or lower than when purchased. Although Money Fund is designed to maintain
a stable share price of $1.00, there can be no assurance that Money Fund will be
able to do so.

FOREIGN INVESTMENTS. International Fund, Overseas Fund, and Gold Fund
provide investors with an opportunity to place a portion of their assets in a
diversified portfolio of foreign securities. In addition, Money Fund may invest
in U.S. dollar-denominated high quality foreign debt securities. From time to
time, many foreign economies have grown faster than the U.S. economy, and the
returns on investments in these countries have exceeded those of similar U.S.
investments, although there can be no assurance that these conditions will
continue. International investing allows investors to achieve greater
diversification and to take advantage of changes in foreign economies and market
conditions.

Investors should understand and consider carefully the greater risks
involved in foreign investing. Investing in foreign securities and other
positions which are generally denominated in foreign currencies, and utilization
of forward foreign currency exchange contracts (see "Currency Exchange
Transactions" below), involve certain risks and opportunities not typically
associated with investing in U.S. securities. These include: fluctuations in the
rates of exchange between the U.S. dollar and foreign currencies; changes in
exchange control regulations or currency restrictions that would prevent cash
from being brought back to the United States; less public information with
respect to issuers of securities; less governmental supervision of stock
exchanges, securities brokers and issuers of securities; different accounting,
auditing and financial reporting standards; different settlement periods and
trading practices; less liquidity and frequently greater price volatility in

12
<PAGE> 17

foreign markets than in the United States; imposition of foreign taxes; and
sometimes less advantageous legal, operational and financial protections
applicable to foreign sub-custodial arrangements.

Investing in countries outside the United States entails political risk.
There exists the possibility of restrictions on foreign investors, expropriation
of assets, confiscatory taxation, seizure or nationalization of foreign bank
deposits or other assets, establishment of exchange controls, or other adverse
political or social developments that could affect investment in these nations.
Economies in individual markets may differ favorably or unfavorably from the
U.S. economy in such respects as growth of gross domestic product, rates of
inflation, currency depreciation, capital reinvestment, resource
self-sufficiency and balance of payments positions. Many emerging market
countries have experienced extremely high rates of inflation for many years.
That has had and may continue to have very negative effects on the economies and
securities markets of those countries.

The securities markets of emerging countries are substantially smaller,
less developed, less liquid and more volatile than the securities markets of the
United States and other more developed countries. Disclosure and regulatory
standards in many respects are less stringent than in the United States. There
also may be a lower level of monitoring and regulation in emerging markets of
traders, insiders and investors. Enforcement of existing regulations has been
extremely limited.

Since Money Fund will invest only in U.S. dollar-denominated securities,
the return on its shares will not be subject to the risk of adverse changes in
the exchange rates between the U.S. dollar and foreign currencies. In addition,
Money Fund does not intend to invest in the securities markets of emerging
countries.

INVESTMENTS IN DEBT SECURITIES. Each of International Fund, Overseas
Fund, and Gold Fund may invest up to 20% (up to 100% in the case of
International Fund) of its total assets in debt securities that are below
investment grade quality. The market value of debt securities generally varies
in response to changes in interest rates and the financial condition of each
issuer. During periods of declining interest rates, the value of debt securities
generally increases. Conversely, during periods of rising interest rates, the
value of such securities generally declines. These changes in market value will
be reflected in each Fund's net asset value.

Securities with the lowest investment grade ratings are considered to be
medium grade and to have speculative characteristics. Debt securities that are
unrated are considered by the Funds to be equivalent to below investment grade
(often referred to as "junk bonds"). On balance, debt securities that are below
investment grade are considered predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal according to the terms of
the obligation and, therefore, carry greater investment risk, including the
possibility of default and bankruptcy. They are likely to be less marketable and
more adversely affected by economic downturns than higher-quality debt
securities.

SMALLER COMPANIES. Overseas Fund may invest in smaller companies, which
historically have been more volatile in price than larger company securities,
especially over the short-term. Among the reasons for the greater price
volatility are the less certain growth prospects of smaller companies, the lower
degree of liquidity in the markets for such securities and the greater
sensitivity of smaller companies to changing economic conditions. In addition,
smaller companies

13
<PAGE> 18

may lack depth of management, they may be unable to generate funds necessary for
growth or development, or they may be developing or marketing new products or
services for which markets are not yet established and may never become
established.

FLUCTUATIONS IN THE PRICE OF GOLD. Due to Gold Fund's policy of
concentrating its investments in gold and other precious metal-related issuers,
investment in Gold Fund's shares involves special considerations, including
changes in U.S. or foreign tax, currency or mining laws and increased
environmental costs. The price of gold has been subject to dramatic downward and
upward price movements over short periods of time and may be affected by
unpredictable international monetary and political policies such as currency
devaluations or revaluations, economic conditions within an individual country,
trade imbalances, or trade or currency restrictions between countries. The price
of gold, in turn, is likely to affect the market prices of securities of
companies mining or processing gold, and accordingly, the value of Gold Fund's
investments in such securities may also be affected. Gold-related investments as
a group have performed less well than the stock market in general during periods
when the U.S. dollar is strong, inflation is low and general economic conditions
are stable.

CURRENCY EXCHANGE TRANSACTIONS. Each Fund may engage in currency exchange
transactions to hedge against losses in the U.S. dollar value of its portfolio
securities resulting from possible variations in exchange rates and not for
speculation. A currency exchange transaction may be conducted either on a spot
(i.e., cash) basis at the spot rate for purchasing or selling currency
prevailing in the foreign exchange market or through a forward currency exchange
contract ("forward contract"). A forward contract is an agreement to purchase or
sell a specified currency at a specified future date (or within a specified time
period) and price set at the time of the contract. Forward contracts are usually
entered into with banks and broker/dealers, are not exchange-traded and are
usually for less than one year, but may be renewed. Currency exchange
transactions may involve currencies of the different countries in which a Fund
may invest. Although forward contracts may be used to protect a Fund from
adverse currency movements, the use of such hedges may reduce or eliminate
potential profits from currency fluctuations that are otherwise in a Fund's
favor.

TEMPORARY STRATEGIES; CASH RESERVES. Overseas Fund and Gold Fund each has
the flexibility to respond promptly to changes in market and economic
conditions. In the interest of preserving shareholders' capital, SGAM Corp. may
employ a temporary defensive investment strategy if it determines such a
strategy to be warranted. Pursuant to such a defensive strategy, a Fund
temporarily may hold cash (U.S. dollars, foreign currencies, multinational
currency units) and/or invest up to 100% of its assets in high quality debt
securities or money market instruments of U.S. or foreign issuers. Most or all
of a Fund's investments may be made in the United States and denominated in U.S.
dollars. In such a case, the Funds may not be able to pursue, and may not
achieve, their respective investment objectives. It is impossible to predict
whether, when or for how long a Fund will employ defensive strategies.

In addition, pending investment of proceeds from new sales of shares or to
meet ordinary daily cash needs, a Fund temporarily may hold cash (U.S. dollars,
foreign currencies or multinational currency units) and may invest any portion
of its assets in money market instruments.

14
<PAGE> 19

YEAR 2000. Like other investment companies, financial and business
organizations and individuals around the world, the Funds could be adversely
affected if the computer systems used by SGAM Corp. or other service providers
to the Funds do not properly process and calculate date-related information and
data from and after January 1, 2000. This is commonly known as the "Year 2000
Problem." SGAM Corp. is taking steps that it believes are reasonably designed to
address the Year 2000 Problem with respect to computer systems that it uses and
is taking steps to obtain reasonable assurances that comparable steps are being
taken by the Funds' other service providers. At this time, however, there can be
no assurance that these steps will be sufficient to avoid any adverse impact to
the Funds.

The Year 2000 Problem is expected to impact corporations, which may include
issuers of portfolio securities held by the Funds, to varying degrees based upon
various factors, including, but not limited to, the corporation's industry
sector and degree of technological sophistication. In this regard, the Funds
occasionally invest in issuers located in emerging markets. Such issuers may not
be applying the same diligence to the Year 2000 Problem as are issuers in more
mature markets. The Funds are unable to predict what impact, if any, the Year
2000 Problem will have on the issuers of securities held in the Funds'
portfolios.

MANAGEMENT OF THE COMPANY

INVESTMENT ADVISER.

The Company's portfolios are managed by SGAM Corp., 1221 Avenue of the
Americas, New York, New York 10020. SGAM Corp. is a registered investment
adviser which is indirectly owned by Societe Generale, one of France's largest
banks. Jean-Marie Eveillard, President and Director of the Company, is primarily
responsible for the day-to-day management of the Company's investment
portfolios, and has acted in such capacity since the inception of each of
Overseas Fund, Gold Fund, and Money Fund and, with respect to International
Fund, since prior to 1980. Mr. Eveillard has been a Director and President or
Executive Vice President of SGAM Corp. since 1990.

SGAM Corp. furnishes investment advice to the Funds consistent with each
Fund's stated investment objective and policies. SGAM Corp. also furnishes the
Company with office space and certain facilities and services required for its
business and pays any compensation and expenses of the officers of the Company.

Advisory fees are paid monthly, except that the advisory fees for
International Fund are paid quarterly. The annual fee rates for International
Fund, Overseas Fund and Gold Fund are higher than the rate of fees paid by most
United States mutual funds that invest in domestic equity securities. The
Company believes, however, that the advisory fee rates are not higher than the
rate of fees paid by most other mutual funds that invest significantly in
foreign equity securities. For the fiscal year ended March 31, 1999,
International Fund paid advisory fees equal to 1% of the first $25 million and
0.75% of in excess of $25 million of its average daily net asset value and
Overseas Fund, Gold Fund, and Money Fund paid advisory fees equal to 0.75%,
0.75% and 0.40%, respectively, of their average daily net asset values.

15
<PAGE> 20

DISTRIBUTION ARRANGEMENTS

The Funds' shares are offered, in states and countries in which such offer
is lawful, to investors either through selected securities dealers or directly
by the Funds' principal underwriter, Funds Distributor, Inc. ("FDI"), 1221
Avenue of the Americas, 8th Floor, New York, New York 10020. FDI, which replaced
SG Cowen Securities Corporation as the Funds' principal underwriter on July 1,
1999, is a registered broker-dealer.

Class A shares of International Fund and Overseas Fund and shares of Gold
Fund are subject to a sales charge that is described under "How to Invest -- How
to Purchase Shares -- Public Offering Price," below.

International Fund (on behalf of its Class A shares), Overseas Fund (on
behalf of its Class A shares) and Gold Fund have each adopted a Distribution
Plan and Agreement (the "Plan") pursuant to Rule 12b-1 under the Investment
Company Act of 1940. Under the Plan, each Fund may pay FDI a quarterly
distribution related fee at an annual rate not to exceed 0.25% of the average
daily net asset value attributable to the participating class of shares. FDI is
obligated to use the amounts received under the Plan for payments to qualifying
dealers (not to exceed 0.25% of the average daily net asset value of accounts of
participating classes originated by such dealers) for their assistance in the
distribution of a Fund's shares and the provision of shareholder services and
for other expenses such as advertising costs and the payment for the printing
and distribution of prospectuses to prospective investors. FDI bears
distribution expenses to the extent they are not covered by payments under the
Plan. Any distribution expenses incurred by FDI in any fiscal year of a Fund
that are not reimbursed from payments under the Plan accrued in such fiscal year
will not be carried over for payment under the Plan in any subsequent year.
Class I shares and shares of Money Fund do not participate in the Plan and are
not charged with any portion of the payments made under the Plan.

Because the fees are paid out of Fund assets on an on-going basis, over
time these fees will increase the cost of an investment in the Funds and may
ultimately cost more than paying other types of sales charges.

HOW TO INVEST

NET ASSET VALUE.

The price at which shares of each Fund are purchased or redeemed is equal
to the net asset value per share of a Fund as determined on the effective day of
a purchase or redemption. Each Fund's net asset value per share is computed as
of the close of trading on the New York Stock Exchange ("NYSE") on each day
during which the NYSE is open for trading. The net asset value per share is
computed by dividing the total current value of the assets of a Fund, less its
liabilities, by the total number of shares outstanding at the time of such
computation. Because each Fund may invest in securities that are listed on
foreign exchanges that may trade on weekends or other days when those Funds do
not price their shares, those Funds' share value may change on days when
shareholders will not be able to purchase or redeem those Funds' shares.

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<PAGE> 21

In the case of International Fund, Overseas Fund, and Gold Fund, portfolio
securities are valued primarily based on market quotations where available.
Short-term investments maturing in sixty days or less are valued at cost plus
interest earned, which approximates value. In the case of Money Fund, portfolio
securities are valued at their amortized cost, which approximates market value,
subject to guidelines and procedures established by the Board of Directors in
accordance with applicable SEC regulations. Securities for which current market
quotations are not readily available are valued at fair value as determined in
good faith by the Board of Directors of the Company.

HOW TO PURCHASE SHARES.

The minimum initial and subsequent investment amounts generally required
for each Fund and each class of shares within a Fund are listed in the table
below:

<TABLE>
<CAPTION>
MINIMUM
INITIAL INVESTMENT
AMOUNT NEEDED TO MINIMUM SUBSEQUENT
OPEN AN ACCOUNT INVESTMENT AMOUNT
------------------ ------------------
<S> <C> <C>
International Fund
Class A...................................... $1,000 $100
Class I*..................................... $1 million $100
Overseas Fund
Class A...................................... $1,000 $100
Class I*..................................... $1 million $100
Gold Fund....................................... $1,000 $100
Money Fund...................................... $10,000 $100
</TABLE>

- ------------
* The current net asset value of a shareholder's account in any class of any of
the SoGen Funds may qualify for purposes of meeting the initial minimum
investment amount for International Fund Class I shares and Overseas Fund
Class I shares.

The Automatic Investment Program and Automatic Exchange Program each
require a minimum initial investment of $100 per Fund (see "Shareholder
Services") and an account with Money Fund that is opened by an exchange (see
"Shareholder Services -- Exchange Privilege") requires a minimum investment of
$1,000. "Starter" checks and third-party checks will not be accepted for
purposes of opening a new account. The Funds reserve the right to waive the
initial minimum investment amounts, at the discretion of the principal
underwriter, for certain investors, including Fund employees and directors and
officers of SGAM Corp. A Fund's shares may be purchased through authorized
dealers or through FDI, the Funds' principal underwriter. A completed and signed
application is required for the initial account opened with the Funds. If there
is no application accompanying this Prospectus, please call (800) 334-2143 to
obtain one.

The principal underwriter reserves the right to limit the purchase of a
Fund's shares when it is in the best interest of the Fund.

PURCHASES THROUGH DEALERS.

Investors may purchase a Fund's shares through selected securities dealers
with whom FDI has sales agreements. A prospective investor may obtain additional
New Account Applications from

17
<PAGE> 22

such authorized dealers. For a list of authorized dealers, please contact FDI at
(212) 278-5800. Authorized dealers and financial service firms may charge the
investor a transaction fee in addition to the applicable sales load.

Authorized dealers and financial service firms are responsible for promptly
transmitting purchase orders to FDI, the Funds' principal underwriter.

PURCHASES THROUGH FDI.

Shares of a Fund may be purchased through FDI by mailing a check made
payable to The SoGen Funds along with the completed New Account Application to
The SoGen Funds, c/o DST, P.O. Box 219324, Kansas City, MO 64121-9258. Shares
may also be purchased through FDI by Automated Clearing House ("ACH") transfer
or by bank wire. Please call (800) 334-2143 for procedures as to how to
establish and administer the ACH purchase option, and please call prior to
wiring any funds. See "Shareholders' Reference Guide" on page 29 for wiring
instructions.

PUBLIC OFFERING PRICE.

The public offering price at which transactions will be effected will be
equal to the net asset value per share plus, in the case of International Fund
Class A shares, Overseas Fund Class A shares and Gold Fund shares, a sales
charge as described below. The net asset value per share of Money Fund is
expected to remain constant at $1.00 per share. Orders for shares received by
DST prior to the close of trading on the NYSE, or orders received by dealers
prior to such time and transmitted to FDI prior to the latter's close of
business, will be effected based on the net asset value determined as of the
close of trading on the NYSE that day. Net asset value per share is calculated
as set forth under "Net Asset Value," below. Class I shares and shares of the
Money Fund are not subject to sales charges. The sales charges currently in
effect are as follows:

<TABLE>
<CAPTION>
SALES CHARGE DEALER
SALES CHARGE EXPRESSED AS DISCOUNT AS
AS PERCENT OF APPROXIMATE PERCENT OF
PUBLIC PERCENT OF NET PUBLIC
OFFERING PRICE AMOUNT INVESTED OFFERING PRICE
-------------- --------------- --------------
<S> <C> <C> <C>
INVESTMENT AMOUNTS
Less than $25,000......................... 3.75% 3.90% 3.35%
$25,000 or more but less than $50,000..... 3.25% 3.35% 2.85%
$50,000 or more but less than $100,000.... 2.75% 2.83% 2.35%
$100,000 or more but less than $500,000... 2.00% 2.04% 1.60%
$500,000 or more but less than
$1,000,000............................. 1.00% 1.01% 0.80%
$1,000,000 and over....................... 0.00% 0.00% 0.00%
</TABLE>

Sales charges applicable to persons residing in countries outside the
United States may vary from those listed above.

FDI reallows discounts to selected dealers with whom it has sales
agreements and is entitled to retain the balance over the dealer discounts. FDI
may from time to time reallow the entire sales load, and may provide additional
promotional incentives, to dealers selling a Fund's shares. Such additional
promotional incentive may include financial assistance in connection with
pre-approved

18
<PAGE> 23

conferences or seminars, sales or training programs for invited sales personnel
and payment for travel expenses for such seminars or training programs. In some
instances the entire reallowance or incentives may be offered only to certain
dealers which have sold or may sell significant amounts of a Fund's shares.
Authorized dealers to whom substantially the entire sales charge is reallowed
may be deemed to be underwriters as that term is defined under the Securities
Act of 1933.

SGAM Corp. may from time to time pay a concession to a dealer which employs
a registered representative whose client invests in a Fund. Such amount will be
paid from the resources of SGAM Corp.

REDUCING THE SALES CHARGE.

As shown in the table above, the size of the total investment in a Fund
will affect the sales charge. Described below are several methods to reduce the
applicable sales charge. In order to obtain a reduction in the sales charge, an
investor must notify, at the time of purchase, his dealer, FDI or DST of the
applicability of one of the following:

AGGREGATION. The investment schedule above applies to the total amount
being invested by any "person," which term includes an individual, his spouse,
parents and children; a trustee or other fiduciary purchasing for a single
trust, estate or single fiduciary account (including a pension, profit-sharing
or other employee benefit trust created pursuant to a plan qualified under the
Internal Revenue Code) although more than one beneficiary is involved; or any
U.S. bank or investment adviser purchasing shares for its investment advisory
clients or customers. Any such person purchasing for several accounts at the
same time, may combine these investments into a single transaction in order to
reduce the applicable sales charge. Individual accounts and
corporate/partnership accounts may not be aggregated for purposes of reducing
the sales charge.

CONCURRENT PURCHASES. The sales load associated with an investment may be
reduced by combining concurrent purchases of International Fund Class A shares,
Overseas Fund Class A shares and Gold Fund shares and shares of other funds
advised by SGAM Corp., offered subsequent to the date of this Prospectus subject
to a sales load ("SoGen Load Funds"), by any "person," as described above in
"Aggregation." The concurrent purchase discount does not apply to purchases of
International Fund Class I shares, Overseas Fund Class I shares and Money Fund
shares. The applicable sales load will be based on the total dollar amount of
the investment in shares of two or more SoGen Load Funds that are concurrently
purchased.

RIGHTS OF ACCUMULATION. A Fund's shares may be purchased at a reduced
sales charge by a "person" (as defined above in "Aggregation") who is already a
shareholder by taking into account not only the amount then being invested, but
also the current net asset value of the shares of any SoGen Load Fund already
held by such person. If the current net asset value of the qualifying shares
already held plus the net asset value of the current purchase exceeds a point in
the schedule of sales charges at which the charge is reduced to a lower
percentage, the entire current purchase is eligible for the reduced charge. To
be entitled to a reduced sales charge pursuant to the Rights of Accumulation,
the investor must notify his dealer, FDI or DST at the time of purchase that he
wishes to take advantage of such entitlement, and give the numbers of his
accounts, and those accounts held in the name of his spouse, parents or children
and the specific relationship of each such other person to the investor.

19
<PAGE> 24

LETTER OF INTENTION. A "person" (as defined above in "Aggregation") may
also qualify for a reduced sales charge by completing the Letter of Intention
(the "Letter") contained in the New Account Application or a form for this
purpose which may be obtained by contacting the Funds at (800) 334-2143. This
enables the investor to aggregate purchases of shares of any SoGen Load Fund
during a thirteen-month period for purposes of calculating the applicable sales
charge. Applicable shares of any SoGen Load Fund currently owned by the investor
will be credited as purchases toward the completion of the Letter at the greater
of their net asset value on the date the Letter is executed or their cost. No
retroactive adjustment will be made if purchases exceed the amount indicated in
the Letter. For each investment made, the investor must notify his dealer, FDI
or DST that a Letter is on file along with all account numbers associated with
the Letter.

The Letter is not a binding obligation on the investor. However, 5% of the
amount specified in the Letter will be held in escrow, and if the investor's
purchases are less than the amount specified, the investor will be requested to
remit to the appropriate Fund an amount equal to the difference between the
sales charge paid and the sales charge applicable to the aggregate purchases
actually made. If not remitted within 20 days after written request, an
appropriate number of escrowed shares will be redeemed in order to realize the
difference. However, the sales charge applicable to the investment will in no
event be higher than if the shareholder had not submitted a Letter. Either the
shareholder or the Company may cancel the arrangement at will.

SALES AT NET ASSET VALUE. International Fund Class A shares, Overseas
Fund Class A shares and Gold Fund shares may be sold at net asset value (i.e.,
without a sales charge) (i) to registered representatives or employees of
authorized dealers, the spouse, parents or children of such person, or to any
trust, pension, profit-sharing or other benefit plan for only such persons, (ii)
to banks or trust companies or their affiliates when the bank, trust company or
affiliate is authorized to make investment decisions on behalf of a client,
(iii) to investment advisers and financial planners who place trades for their
own accounts or the accounts of their clients and who charge a management,
consulting or other fee for their services, (iv) to clients of such investment
advisers and financial planners who place trades for their own accounts if the
accounts are linked to the master account of such investment adviser or
financial planner on the books and records of the broker, agent, investment
adviser or financial institution, and (v) to retirement and deferred
compensation plans and trusts used to fund those plans, including, but not
limited to, those defined in Section 401(a), 403(b) or 457 of the Internal
Revenue Code and "rabbi trusts." Investors may be charged a fee if they effect
transactions in Fund shares through a broker or agent. Shares of the Funds may
also be sold at net asset value to current officers, directors and employees of
the Company, SGAM Corp., U.S. branches and affiliates of Societe Generale,
employees of certain firms providing services to the Funds (such as the
custodian and the shareholder servicing agent), and to the spouse, parents and
children of any such person, or to any trust, pension, profit-sharing or other
benefit plan for only such persons. A Fund may also issue shares at net asset
value in connection with the acquisition of, or merger or consolidation with,
another investment company. The sales of shares at net asset value described in
this section are made upon the written assurance of the purchaser that the
purchase is made for investment purposes and that the shares will not be resold
except through redemption. Such notice must be given to FDI or DST at the time
of purchase on a form for this purpose as available from the Funds.

20
<PAGE> 25

REINSTATEMENT PRIVILEGE.

In addition, an investor is entitled to a one-time per account privilege to
reinvest in any SoGen Load Fund the proceeds of a full or partial redemption of
shares from a SoGen Load Fund at the then applicable net asset value without
payment of a sales charge. To exercise this privilege the investor must submit
to FDI or DST, within 60 calendar days after the redemption, both a written
request for reinstatement and a check or bank wire in an amount not exceeding
the redemption proceeds. An investor may also transfer an investment in any
SoGen Load Fund to an IRA or other tax qualified retirement plan account in any
SoGen Load Fund without payment of a sales charge. Such a transfer involves a
redemption of a Fund's shares and a reinvestment of the proceeds and, hence, may
involve a taxable transaction for income tax purposes.

Reinstatement will not prevent recognition of a gain realized on the
redemption, but a loss may be disallowed for tax purposes. The amount of gain or
loss resulting from the redemption may be affected by exercise of the
reinstatement privilege if the shares redeemed were held for 90 days or less, or
if a shareholder reinvests in the Funds within 30 days.

BOOKSHARE ACCOUNT PLAN.

To facilitate the handling of transactions with shareholders, the Funds use
a bookshare account plan for shareholder accounts. DST, as the Funds' transfer
agent, automatically opens and maintains an account for each of the Funds'
shareholders directly registered with a Fund. All interests in shares, full and
fractional (rounded to three decimal places), are reflected in a shareholder's
book account. After any purchase, a confirmation is mailed to the shareholder
indicating the amount of full and fractional shares purchased, the price per
share and a statement of his account. Stock certificates will not be issued for
the shares of any Fund.

CONDITIONS OF PURCHASE.

The Company and FDI each reserves the right to refuse any order for
purchase of shares and to cancel any purchase due to nonpayment. Share purchases
are not binding on the Company or FDI until they are confirmed by DST as paid.
All payments must be made in U.S. dollars, and all checks must be drawn on U.S.
banks. No cash will be accepted. As a condition of this offering, if an
investor's purchase is canceled due to nonpayment or because his check or ACH
transfer does not clear, the investor will be responsible for any loss a Fund
may incur as a result thereof.

HOW TO REDEEM SHARES.

Shareholders have the right to redeem all or any part of their shares of a
Fund for cash at the net asset value next computed after receipt of the
redemption request in proper form as further described below. Neither the
Company nor FDI currently charges a fee or commission upon the redemption of a
Fund's shares. Shareholders may redeem either through authorized dealers,
through FDI or by telephone. Shares held in the dealer's "street name" must be
redeemed through the dealer.

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<PAGE> 26

REDEMPTIONS THROUGH DEALERS.

Shareholders who have an account with an authorized dealer may submit a
redemption request to such dealer. Authorized dealers are responsible for
promptly transmitting redemption requests to FDI. Dealers may impose a charge
for handling redemption transactions placed through them and may have particular
requirements concerning redemptions. Accordingly, shareholders should contact
their authorized dealers for more information.

REDEMPTIONS THROUGH FDI.

Shareholders may redeem their Fund shares through FDI by transmitting
written redemption instructions to The SoGen Funds, c/o DST, P.O. Box 219324,
Kansas City, MO 64121-9258.

REDEMPTIONS BY TELEPHONE.

Unless contrary instructions are elected in the New Account Application or
Special Options Form, shareholders may redeem a Fund's shares in non-retirement
accounts by telephone by calling DST at (800) 334-2143. Telephone redemption
requests received prior to the close of business on the NYSE on any Fund
business day will be effected on that day. Such requests received after the
close of business on the NYSE will be effected on the following business day.
Shareholders may not make a redemption request by telephone if the proceeds are
to be wired to a bank account number or mailed to an address other than the one
previously designated by the shareholder. Such requests must be in writing
accompanied by a signature guarantee. Shareholders who would like to change
wiring instructions should send written notification, signed by all of the
account's registered shareholders and accompanied by a signature guarantee, to
DST at the address listed above. (See "Redemption Price" below for acceptable
guarantors. See "Receiving Redemption Proceeds" below for change of address
procedures.) There is a $100,000 maximum on telephone redemptions by check.
There is no limitation on redemptions by ACH transfer or by bank wire; however,
a fee will be deducted from proceeds sent by bank wire. Telephone redemption
privileges may be difficult to implement and may be modified or suspended
without notice during periods of drastic economic or market changes. DST has
instituted procedures it believes are reasonably designed to ensure that
redemption instructions communicated by telephone are genuine, and could be
liable for losses caused by unauthorized or fraudulent instructions in the
absence of such procedures. DST will require a form of personal identification
prior to acting upon telephone instructions, will provide a written confirmation
of such transaction and will record a shareholder's instructions. TELEPHONE
REDEMPTION PRIVILEGES MAY BE MODIFIED OR TERMINATED AT ANY TIME BY THE COMPANY
UPON WRITTEN NOTICE TO SHAREHOLDERS.

REDEMPTION PRICE.

Orders to redeem shares received in proper form by DST prior to the close
of trading on the NYSE, or redemption orders received by dealers prior to such
time and transmitted to FDI prior to the latter's close of business, will be
effected at the net asset value determined as of the close of trading on the
NYSE that day.

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<PAGE> 27

Redemption requests must meet all the following requirements to be
considered in proper form:

1. Written and signed instructions from the registered owner(s) must be
received by DST (except for telephone redemptions).

2. A letter or a stock power signed by the registered owner(s) must be
signature guaranteed by an acceptable guarantor. A guarantee is required
for such redemptions to be paid by check greater than $100,000, or where
the redemption proceeds are to be sent to an address other than the
address of record, to a person other than the registered shareholder(s)
for the account or to a bank account number other than the one
previously designated by the shareholder. A signature guarantee is not
required for any amount redeemed by ACH transfer or bank wire when a
pre-designated bank has been identified by the shareholder. Any one of
the following guarantors is normally acceptable: (a) a commercial bank
or trust company; (b) a member firm of a domestic stock exchange; (c) a
foreign branch of any institution included in paragraph (a) or (b); (d)
a national securities exchange; or (e) a savings association. Guarantees
from a notary public are not acceptable.

3. All certificates, if any, to be redeemed must be received by DST in
negotiable form.

4. In the case of shares held of record in the name of a corporation,
trust, fiduciary or partnership, evidence of authority to sign and a
stock power with signature(s) guaranteed must be received by DST.

RECEIVING REDEMPTION PROCEEDS.

Payment of the redemption price will generally be made within three
business days after receipt of the redemption request in proper form, but the
Company may suspend the right of redemption and postpone payment during any
period when (i) trading on the NYSE is restricted or such exchange is closed,
other than customary weekend and holiday closings, (ii) the Securities and
Exchange Commission ("SEC") has by order permitted such suspension, or (iii) an
emergency, as defined by the rules of the SEC, exists, making disposal of
portfolio securities or determination of a Fund's net asset value not reasonably
practicable.

The Funds will not mail redemption proceeds for any shares until checks or
ACH transfers received in payment for such shares have cleared, which may take
up to fifteen days. Investors who wish to avoid any such delay should purchase
shares by bank wire.

In addition, any change of address will require a fifteen-day holding
period before the proceeds of any redemption will be released to the new
address. Shareholders will have the ability to use the exchange privilege during
this holding period. Shareholders can avoid the fifteen-day holding period if
either the redemption or change of address request is signed by all registered
owners and is accompanied by a signature guarantee for each owner. The
fifteen-day holding period can also be avoided by establishing bank wire
redemption instructions through the New Account Application or Special Options
Form.

Redemption proceeds are normally paid in the form of a check. Proceeds can
also be sent to a shareholder's bank account by ACH transfer or by bank wire
when a pre-designated bank has been
23
<PAGE> 28

identified in the New Account Application or Special Options Form. Proceeds sent
by ACH transfer should generally be credited to a shareholder's account on the
second business day after the redemption. Proceeds sent by bank wire should be
credited on the business day following the redemption; however, a fee will be
deducted from such proceeds.

The amount realized on a redemption may be more or less than the investor's
cost, depending on the net asset value of a Fund's shares at the time of such
redemption, and a gain or loss may be recognized for tax purposes.

MINIMUM ACCOUNT SIZE.

Due to the relatively high cost of maintaining smaller accounts, the
Company reserves the right to redeem shares in any account if the value of that
account drops below $500, except accounts for shareholders currently
participating in the Automatic Investment program described below. The Company
also reserves the right to redeem shares in any Class I account if the value of
that Class I account drops below $100,000. A shareholder will be allowed at
least 60 days to make an additional investment to bring his account value to the
stated minimum before the redemption is processed.

SHAREHOLDER SERVICES.

The Company offers the following shareholder services:

EXCHANGE PRIVILEGE.

Shareholders or authorized parties are entitled to exchange some or all of
their International Fund Class A shares, Overseas Fund Class A shares or Gold
Fund shares for shares of the Money Fund and shares of other SoGen Load Funds.
Shareholders or authorized parties are also entitled to exchange some or all of
their International Fund Class I shares or Overseas Fund Class I shares for
Class I shares of any other SoGen Fund and shares of the Money Fund. Such shares
exchanged will be valued at their respective net asset values computed as of the
close of trading on the NYSE on the day the exchange is requested.

An exchange of shares pursuant to the exchange privilege may result in a
shareholder realizing a taxable gain or loss for income tax purposes. The
exchange privilege is available to shareholders residing in any state in which
the shares of the Fund being acquired may legally be sold. There is no charge
for the exchange privilege. Any exchange, however, must meet the applicable
minimum investment amount for the Fund into which the exchange is being made as
set forth on page 17. Upon exchanges of shares of Money Fund for shares of any
SoGen Load Fund, payment of the applicable sales load must be made, unless a
sales load has already been paid on such shares. For additional information
concerning exchanges, or to effect exchanges, contact the Funds at (800)
334-2143.

Exchanges by telephone may be difficult to implement in times of drastic
economic or market changes. The exchange privilege should not be used to take
advantage of short-term swings in the securities markets. The Company reserves
the right to limit or terminate the exchange privilege as to any shareholder who
makes exchanges more than four times a year (other than through the Automatic
Exchange Program or a similar periodic investment program). The Company can

24
<PAGE> 29

modify or revoke the exchange privilege for all shareholders upon 60 days' prior
written notice or without notice in times of drastic economic or market changes.

CONVERSION.

Class A shares of International Fund or Overseas Fund having an aggregate
value not less than $1 million may be converted into Class I shares of the same
Fund upon the election of the shareholder. Such conversions shall take place at
net asset value, shall not result in the realization of income or gain for
Federal income tax purposes and shall be tax free to shareholders. For
additional information concerning conversions, or to effect a conversion,
contact your dealer, financial intermediary or the Funds at (800) 334-2143.

AUTOMATIC EXCHANGE PROGRAM.

Shareholders who wish to automatically exchange shares of one Fund for
another on a monthly basis can do so by means of the Automatic Exchange Program.
The minimum exchange amount is $100. If the balance in the account the
shareholder is exchanging from falls below the designated automatic exchange
amount, all remaining shares will be exchanged and the program will be
discontinued. All conditions with respect to exchange transactions apply as
discussed in "Exchange Privilege" above.

TELEPHONE PRIVILEGES.

Unless contrary instructions are elected in the New Account Application or
Special Options Form, the account will be entitled to make telephone purchases,
redemptions, exchanges, conversions and account maintenance requests. Neither
the Company nor its agents will be liable for following instructions
communicated by telephone that are reasonably believed to be genuine. Reasonable
procedures will be employed on behalf of each Fund to confirm that the
instructions are genuine. Such procedures include, but are not limited to,
written confirmation of telephone transactions, tape recording telephone
conversations and requiring specific personal information prior to acting upon
telephone instructions.

Any owner(s), trustee(s) or other fiduciary entity as indicated in the
account registration, investment professional of record and/or other parties
that can provide specific personal information will be allowed to initiate any
of the above referenced telephone transactions. Personal information may include
a combination of the following items: (i) the fund and account number, (ii) the
account registration, (iii) the social security or tax identification number on
the account, (iv) the address of record, (v) designated bank account information
and any other information deemed appropriate to allow access to the account.

Certain retirement accounts are not eligible for all the telephone
privileges referenced above. Please call (800) 334-2143 with all inquiries
pertaining to telephone privileges.

AUTOMATIC INVESTMENT PROGRAM.

Investors may make regular semi-monthly, monthly or quarterly investments
of $100 (or more) in shares of any SoGen Load Fund or Money Fund, automatically
from a checking or savings account. Upon written authorization, DST will debit
the investor's designated bank account as

25
<PAGE> 30

indicated and use the proceeds to purchase shares of a Fund for the investor's
account. Because approval by the investor's bank is required, establishment of
an Automatic Investment Program may require at least thirty days. To establish
an Automatic Investment Program, indication must be made on the New Account
Application or Special Options Form, and a check (minimum $100 if a new account
is being established), savings account deposit slip or savings account statement
must be forwarded to DST. Shares purchased through Automatic Investment Program
payments are subject to the redemption restrictions for recent purchases
described in "How to Redeem Shares." The Company may amend or cease to offer the
Automatic Investment Program at any time.

DIVIDEND DIRECTION PLAN.

Shareholders in a Fund may elect to have income dividends and capital gains
distributions on their Fund shares invested without the payment of any sales
charge in shares of Money Fund or shares of any SoGen Load Fund in which they
have an existing account and maintain a minimum account balance. All dividends
and distributions so invested are taxable for U.S. federal income tax purposes
as though received in cash. For further information about this privilege,
contact DST in writing at the appropriate address listed the Shareholder's
Reference Guide or by telephone at (800) 334-2143.

SYSTEMATIC WITHDRAWAL PLAN.

A shareholder who owns shares of a Fund with a current net asset value of
$10,000 or more may use those shares to establish a Systematic Withdrawal Plan
to receive a monthly or quarterly check in a stated amount of not less than $50
on or about the 25th day of the month. Dividends and distributions on shares
invested under a Systematic Withdrawal Plan may not be taken in cash but must be
reinvested, which will be done at net asset value. A Fund's shares will be
redeemed as necessary to meet withdrawal payments. Withdrawals in excess of
dividends and distributions will reduce and may deplete the invested principal
and may result in a gain or loss for tax purposes. Purchases of additional
shares made concurrently with withdrawals of shares are undesirable because of
sales charges incurred when purchases are made. Accordingly, a shareholder may
not maintain a Systematic Withdrawal Plan while simultaneously making regular
purchases. New accounts established by check, after the 10th of the month, will
not begin distribution until the following month due to the fifteen-day hold on
check purchases. The Company may amend or cease to offer the Systematic
Withdrawal Plan at any time.

RETIREMENT PLANS.

The Company offers a variety of retirement plans such as IRA, Roth-IRA,
SEP, SIMPLE IRA and Education IRA and 403(b)(7) plans which allow investors to
save for retirement and defer taxes on investment income, if any. The tax
benefits of these plans may not be available for all persons. Investors should
consult their tax advisers regarding their eligibility.

Retirement plans may purchase International Fund Class I shares or Overseas
Fund Class I shares provided they meet the minimum initial investment amount of
$1 million or the plan has or expects to have 100 or more participants and will
be domiciled in an omnibus or pooled account within each Fund and will not
require a Fund to pay any type of administrative fee or payment per participant
account to any third party.
26
<PAGE> 31

For appropriate applications, please contact the Funds at (800) 334-2143.

SHAREHOLDER STATEMENTS AND REPORTS.

A confirmation statement is mailed to shareholders for each transaction in
a Fund, and a summary statement and tax reporting are provided at year end. Each
Fund also provides shareholders with an annual Prospectus as well as annual and
semi-annual reports.

ACCOUNT MAINTENANCE.

Shareholders will often need to update certain account information during
their relationship with the Funds. Please call (800) 334-2143 with any questions
concerning the legal requirements necessary to execute your request.

INQUIRIES.

For information on how to buy shares of a Fund or to request additional
literature about any of the Funds, or for account information, shareholder
services or information on how to redeem shares, please refer to the
Shareholders' Reference Guide, below.

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS.

Money Fund intends to declare a dividend of its net investment income daily
and pays such dividends monthly. Money Fund intends to distribute net realized
capital gains, if any, at least annually.

It is the policy of International Fund, Overseas Fund, and Gold Fund to
make periodic distributions but no less than annual distributions of net
investment income and net realized capital gains, if any. Unless a shareholder
otherwise elects, income dividends and capital gains distributions will be
reinvested in additional shares of the Funds at net asset value per share
calculated as of the payment date. The Funds pay both income dividends and
capital gains distributions on a per share basis. As a result, on the
ex-dividend date of such payment, the net asset value per share of International
Fund, Overseas Fund, and Gold Fund will be reduced by the amount of such
payment. The net asset value per share of Money Fund is expected, however, to
remain constant at $1.00 per share.

TAXES GENERALLY.

Each Fund intends to qualify and has elected to be treated as a "regulated
investment company" under Subchapter M of the Internal Revenue Code of 1986, as
amended. To qualify, a Fund must meet certain income, diversification and
distribution requirements. As a regulated investment company, a Fund generally
will not be subject to federal income or excise taxes on income and capital
gains distributed to shareholders within applicable time limits, although
foreign source income received by a Fund may be subject to foreign withholding
taxes.

Shareholders normally will be taxed on the dividends and capital gains
distributions they receive from a Fund whether received in additional shares or
cash. Dividend payments representing

27
<PAGE> 32

taxable net investment income and any net short-term capital gains will be
taxable as ordinary income. If any portion of the income of a Fund consists of
dividends received from U.S. corporations, a portion of the dividends paid by
such Fund may qualify for the dividends-received deduction available to
corporate shareholders. Distributions of any net long-term capital gain
designated as capital gains distributions will be taxable to individual
shareholders at a maximum 20% capital gains rates, regardless of how long they
have held their shares. A distribution will be treated as paid on December 31 of
the current calendar year if it is declared by a Fund in October, November or
December with a record date in such a month and paid by the Fund during January
of the following calendar year.

Information regarding the tax status of income dividends and capital gains
distributions will be sent to shareholders by January 31 of each year.

BACKUP WITHHOLDING.

The Funds are generally required by the Internal Revenue Service ("IRS") to
withhold 31% of the amount of taxable interest, dividends, and capital gains
distributions and (except in the case of the Money Fund) redemption proceeds
paid to shareholders who have not complied with IRS regulations. In order to
avoid this withholding requirement, a U.S. shareholder must certify on the New
Account Application or on a separate Form W-9 that their Social Security or
Taxpayer Identification Number is correct and that he is exempt from, or is not
currently subject to, backup withholding. A non-U.S. shareholder is generally
subject to this 31% withholding on interest, dividends and capital gains
distributions and redemption proceeds unless he certifies on the New Account
Application or on a separate Form W-8 that he is a non-resident alien and is not
engaged in a trade or business in the United States regarding his Fund shares.

NON-UNITED STATES SHAREHOLDERS.

Under current U.S. law, the Funds will ordinarily be obligated to withhold
30% of any ordinary income dividend payments to non-U.S. shareholders unless a
tax treaty exists between the U.S. and the shareholder's country of residence
which provides for withholding on a different basis. Non-U.S. shareholders may
incur a U.S. estate tax liability if they die owning a Fund's shares. Such
shareholders should consult their tax advisers as to the tax liability they may
incur to the United States as a result of owning a Fund's shares and as to the
availability of any credits against taxes payable to their own countries for
taxes paid to the United States.

The foregoing information is intended for general information only. Fund
distributions also may be subject to state, local and foreign taxes.
Shareholders should consult their own tax advisers regarding the particular tax
consequences of an investment in a Fund.

28
<PAGE> 33

SHAREHOLDERS' REFERENCE GUIDE

TELEPHONE NUMBERS:

For Fund Information, Account & Shareholder Services: (800) 334-2143

<TABLE>
<S> <C>
MAIL:
Direct Purchases, Redemptions and
Account Updates: The SoGen Funds
c/o DST Systems, Inc.
P.O. Box 219324
Kansas City, MO 64121-9258
OVERNIGHT MAIL:
The SoGen Funds
c/o DST Systems, Inc.
330 West 9th Street
Kansas City, MO 64105-1807
WIRING INSTRUCTIONS:
You may wire funds to us at: IFTC, Kansas City, MO
ABA Routing #101003621
Account #7534116
Reference: (Your account number and
fund name)
</TABLE>

To avoid rejection of your wire, you must inform us of your intention to
wire funds to us and include the fund name and your SoGen Fund account number in
the reference section of the wire.

AUTOMATIC INVESTMENT PROGRAM -- Regular investments of at least $100,
automatically from your checking or savings account. Because approval by your
bank is required, establishment of an Automatic Investment Program may require
at least thirty days. See the "Automatic Investment Program" section of the
Prospectus for details.

SYSTEMATIC WITHDRAWAL PLAN -- With a minimum net asset value of $10,000,
you may establish a Systematic Withdrawal Plan to receive not less than $50 on a
monthly or quarterly basis. Distributions are made on or about the 25th of the
month. New accounts established by check after the 10th of the month will not
begin distribution until the following month due to the fifteen-day hold on
check purchases. Please see the "Systematic Withdrawal Plan" section of the
Prospectus for details.

INVESTMENT THROUGH ACH -- A convenient way for you to invest or redeem
shares in your SoGen Fund account. Please contact your financial representatives
or the Funds directly at (800) 334-2143 for further information.

29
<PAGE> 34

FINANCIAL HIGHLIGHTS

The Financial Highlights Table is intended to help you understand the
Funds' financial performance for the past five years. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned (or lost) on an
investment in a Fund (assuming reinvestment of all dividends and distributions).
This information has been audited by KPMG LLP, whose report, along with the
Funds' financial statements, are incorporated in the Statement of Additional
Information, which is available upon request.

<TABLE>
<CAPTION>
SOGEN INTERNATIONAL FUND
--------------------------------------------------------
FOR THE YEAR ENDED MARCH 31,
--------------------------------------------------------
1999 1998 1997 1996 1995
------------------- ------ ------ ------ ------
CLASS A CLASS I(T)
------- ---------
<S> <C> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
Net asset value, beginning of
year............................ $27.42 $24.59 $26.68 $26.09 $23.20 $23.32
------ ------ ------ ------ ------ ------
Income (loss) from investment
operations:
Net investment income........... 0.63 0.30 1.47 1.03 1.06 0.10
Net realized and unrealized
gains (losses) on
investments.................. (2.73) (1.47) 2.10 1.39 3.37 0.49
------ ------ ------ ------ ------ ------
Total from investment
operations................ (2.10) (1.17) 3.57 2.42 4.43 0.59
------ ------ ------ ------ ------ ------
Less Distributions:
Dividends from net investment
income....................... (0.83) -- (1.36) (1.09) (0.81) (0.15)
Distributions from capital
gains........................ (1.59) (0.52) (1.47) (0.74) (0.73) (0.56)
------ ------ ------ ------ ------ ------
Total distributions.......... (2.42) (0.52) (2.83) (1.83) (1.54) (0.71)
------ ------ ------ ------ ------ ------
Net asset value, end of year...... $22.90 $22.90 $27.42 $26.68 $26.09 $23.20
====== ====== ====== ====== ====== ======
Total Return*................ (7.95%) (4.72%)# 14.35% 9.48% 19.57% 2.63%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year
(millions)...................... $2,063 $ 12 $4,035 $3,908 $3,033 $1,922
Ratios of operating expenses to
average net assets(P)........... 1.23% 1.01%++ 1.18% 1.21% 1.25% 1.26%
Ratios of net investment income to
average net assets(P)........... 2.75% 3.04%++ 2.80% 3.08% 3.71% 2.70%
Portfolio turnover rate........... 9.89% 9.89% 20.63% 12.85% 9.64% 12.96%
</TABLE>

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

(T) July 31, 1998 inception date for Class I shares.

# Not annualized.

++ Annualized.

* Does not give effect to deduction of the sales load.

(P) The ratio of operating expenses to average net assets for the year ended
March 31, 1999 would have been 1.24% for Class A shares and 1.63% for Class
I shares and for the years ended March 31, 1998, 1997, 1996 and 1995 would
have been 1.19%, 1.21%, 1.25% and 1.26% respectively, without the effect of
earnings credits. The ratio of net investment income to average net assets
for the year ended March 31, 1999 would have been 2.74% for Class A shares
and 2.42% for Class I shares and for the years ended March 31, 1998, 1997,
1996 and 1995 would have been 2.80%, 3.08%, 3.71% and 2.70% respectively,
without the effect of earnings credits.

30
<PAGE> 35

<TABLE>
<CAPTION>
SOGEN OVERSEAS FUND
---------------------------------------------------------------
FOR THE YEAR ENDED MARCH 31,
---------------------------------------------------------------
1999 1998 1997 1996 1995
-------------------- ------ ------ ------ ------
Class A Class I(T)
------- ---------
<S> <C> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
Net asset value,
beginning of year...... $13.52 $12.31 $13.84 $13.26 $11.65 $11.54
------ ------ ------ ------ ------ ------
Income (loss) from
investment operations:
Net investment
income.............. 0.15 0.41 0.88 0.61 0.48 0.14
Net realized and
unrealized gains
(losses) on
investments......... (0.97) (1.10) 0.31 0.95 1.74 0.04
------ ------ ------ ------ ------ ------
Total from
investment
operations....... (0.82) (0.69) 1.19 1.56 2.22 0.18
------ ------ ------ ------ ------ ------
Less Distributions:
Dividends from net
investment income... (0.57) -- (0.83) (0.60) (0.44) (0.05)
Distributions from
capital gains....... (0.77) (0.25) (0.68) (0.38) (0.17) (0.02)
------ ------ ------ ------ ------ ------
Total
distributions.... (1.34) (0.25) (1.51) (0.98) (0.61) (0.07)
------ ------ ------ ------ ------ ------
Net asset value, end of
year................... $11.36 $11.37 $13.52 $13.84 $13.26 $11.65
====== ====== ====== ====== ====== ======
Total Return*....... (6.46%) (5.53%)# 10.00% 12.16% 19.47% 1.56%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year
(millions)............. $ 453 $ 3 $1,007 $ 953 $ 647 $ 439
Ratio of operating
expenses to average net
assets(P).............. 1.29% 1.03%++ 1.22% 1.27% 1.37% 1.40%
Ratio of net investment
income to average net
assets(P).............. 2.22% 1.97%++ 2.20% 2.28% 3.31% 2.29%
Portfolio turnover
rate................... 9.31% 9.31% 22.13% 15.18% 9.46% 3.16%
</TABLE>

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

(T) July 31, 1998 inception date for Class I shares.

# Not annualized

++ Annualized

* Does not give effect to deduction of the sales load.

(P) The ratio of operating expenses to average net assets for the year ended
March 31, 1999 would have been 1.29% for Class A shares and 1.21% for Class
I shares and for the years ended March 31, 1998, 1997, 1996 and 1995 for
SoGen Overseas Fund would have been 1.22%, 1.27%, 1.38% and 1.40%,
respectively, without the effect of earnings credits. The ratio of net
investment income to average net assets for the year ended March 31, 1999
would have been 2.22% for Class A shares and 1.79% for Class I shares and
for the years ended March 31, 1998, 1997, 1996 and 1995 for SoGen Overseas
Fund would have been 2.20%, 2.27%, 3.30% and 2.29%, respectively, without
the effect of earnings credits.

31
<PAGE> 36

<TABLE>
<CAPTION>
SOGEN GOLD FUND
--------------------------------------------------
FOR THE YEAR ENDED MARCH 31,
--------------------------------------------------
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
Net asset value, beginning of
year............................. $ 7.31 $ 10.60 $ 12.25 $ 11.28 $ 11.42
------- ------- ------- ------- -------
Income (loss) from investment
operations:
Net investment income............ 0.16 0.13 0.26 0.24 0.08
Net realized and unrealized gains
(losses) on investments....... (1.82) (3.03) (1.75) 1.35 (0.10)
------- ------- ------- ------- -------
Total from investment
operations................. (1.66) (2.90) (1.49) 1.59 (0.02)
------- ------- ------- ------- -------
Less Distributions:
Dividends from net investment
income........................ (0.21) (0.39) (0.14) (0.35) (0.04)
Distributions from capital
gains......................... -- -- (0.02) (0.27) (0.08)
------- ------- ------- ------- -------
Total distributions........... (0.21) (0.39) (0.16) (0.62) (0.12)
------- ------- ------- ------- -------
Net asset value, end of year....... $ 5.44 $ 7.31 $ 10.60 $ 12.25 $ 11.28
======= ======= ======= ======= =======
Total Return++................ (22.77)% (27.23)% (12.21)% 14.81% (0.14)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year
(millions)....................... $ 18 $ 31 $ 53 $ 63 $ 51
Ratio of operating expenses to
average net assets(P)............ 1.62% 1.55% 1.45% 1.41% 1.46%
Ratio of net investment income to
average net assets(P)............ 2.01% 1.47% 1.20% 1.29% 0.79%
Portfolio turnover rate............ 37.73% 11.20% 16.83% 22.40% 11.56%
</TABLE>

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

++ Does not give effect to deduction of the sales load.

(P) The ratios of operating expenses to average net assets for the years ended
March 31, 1999, 1998, 1997, 1996 and 1995 for SoGen Gold Fund would have
been 1.64%, 1.56%, 1.46%, 1.43% and 1.46%, respectively, without the effect
of earnings credits. The ratio of investment income to average net assets
for the years ended March 31, 1999, 1998, 1997, 1996 and 1995 for SoGen Gold
Fund would have been 1.99%, 1.46%, 1.19%, 1.26% and 0.79%, respectively,
without the effect of earnings credits.

32
<PAGE> 37

<TABLE>
<CAPTION>
SOGEN MONEY FUND
----------------------------------------------
FOR THE YEAR ENDED MARCH 31,
----------------------------------------------
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
Net asset value, beginning of year..... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------ ------
Income from investment operations:
Net investment income................ 0.05 0.05 0.05 0.05 0.04
------ ------ ------ ------ ------
Total from investment
operations..................... 0.05 0.05 0.05 0.05 0.04
------ ------ ------ ------ ------
Less Distributions:
Dividends from net investment
income............................ (0.05) (0.05) (0.05) (0.05) (0.04)
------ ------ ------ ------ ------
Total distributions............... (0.05) (0.05) (0.05) (0.05) (0.04)
------ ------ ------ ------ ------
Net asset value, end of year........... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ======
Total Return...................... 4.73% 4.97% 4.61% 5.03% 4.13%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (millions)..... $ 45 $ 19 $ 13 $ 8 $ 10
Ratio of operating expenses to average
net assets(P)........................ 0.69% 0.75% 0.75% 0.75% 0.75%
Ratio of net investment income to
average net assets(P)................ 4.60% 4.92% 4.63% 4.98% 4.14%
</TABLE>

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

(P) Without the effect of earnings credits, and the investment advisory fee
waiver and expense reimbursement provided by SGAM Corp., the ratio of
operating expenses to average net assets for SoGen Money Fund for the years
ended March 31, 1999, 1998, 1997, 1996 and 1995 would have been 0.69%,
1.01%, 1.14%, 0.97% and 1.55%, respectively. On the same basis, the ratio of
net investment income to average net assets for the years ended March 31,
1999, 1998, 1997, 1996 and 1995 would have been 4.60%, 4.66%, 4.26%, 4.76%
and 3.34%, respectively.

33
<PAGE> 38

SOGEN INTERNATIONAL FUND

SOGEN OVERSEAS FUND

SOGEN GOLD FUND

SOGEN MONEY FUND

WHERE TO GO FOR ADDITIONAL INFORMATION ABOUT THE FUNDS.

If you would like additional information about any Fund, the following
information documents are available to you:

Annual/Semi-Annual Reports -- Additional information about each Fund's
investments is available in that Fund's annual and semi-annual reports to
shareholders. In these reports, you will find a discussion of the market
conditions and investment strategies that significantly affected each Fund's
performance during the most recent fiscal year.

Statement of Additional Information -- Additional information about each
Fund's structure and operations can be found in the Statement of Additional
Information. The information presented in the Statement of Additional
Information is incorporated by reference into this Prospectus and is legally
considered to be part of this Prospectus.

To request a copy of any of the materials described above, or to make any
other inquiries, please contact SoGen Funds, Inc. at (800) 334-2143.

OBTAINING INFORMATION FROM THE SECURITIES AND EXCHANGE COMMISSION

Reports and other information about each Fund (including the Funds'
Statement of Additional Information) may also be obtained from the Securities
and Exchange Commission:

1. By going to the Commission's public Reference Room in Washington, D.C.
where you can review and copy the information. Information on the
operation of the Public Reference Room may be obtained by calling the
Commission at (800) SEC-0330.

2. By accessing the Commission's Internet site at http://www.sec.gov
where you can view, download, and print the information.

3. By writing to the Public Reference Section of the Securities and
Exchange Commission, Washington, D.C. 20549-6009, where, upon payment
of a duplicating fee, copies of the information will be sent to you.

SEC File Number 811-7762
<PAGE> 39

SOGEN FUNDS, INC.

1221 Avenue of the Americas

New York, NY 10020

INVESTMENT ADVISER

SOCIETE GENERALE ASSET MANAGEMENT CORP.

1221 Avenue of the Americas

New York, NY 10020

UNDERWRITER

FUNDS DISTRIBUTOR, INC.

1221 Avenue of the Americas

New York, NY 10020

LEGAL COUNSEL

DECHERT PRICE & RHOADS

1775 Eye Street, N.W.

Washington, DC 20006

INDEPENDENT AUDITORS

KPMG LLP

757 Third Avenue

New York, NY 10017

DOMESTIC CUSTODIAN

INVESTORS FIDUCIARY TRUST COMPANY

127 West 10th Street

Kansas City, MO 64105

GLOBAL CUSTODIAN

THE CHASE MANHATTAN BANK

4 Chase MetroTech Center

Brooklyn, NY 11245

SHAREHOLDER SERVICING AGENT

DST SYSTEMS, INC.

P.O. Box 219324

Kansas City, MO 64121-9258

(800) 334-2143

<PAGE> 40

[SoGen LOGO]

The SoGen Funds
1221 Avenue of the Americas, New York, NY 10020, (800) 334-2143
SGC1
<PAGE> 41

STATEMENT OF ADDITIONAL INFORMATION

SOGEN INTERNATIONAL FUND
SOGEN OVERSEAS FUND
SOGEN GOLD FUND
SOGEN MONEY FUND
------------------------
[SoGen Logo]

1221 AVENUE OF THE AMERICAS
NEW YORK, NY 10020
(800) 334-2143
------------------------

SOCIETE GENERALE ASSET MANAGEMENT CORP.
1221 AVENUE OF THE AMERICAS
NEW YORK, NY 10020
INVESTMENT ADVISER

FUNDS DISTRIBUTOR, INC.

1221 AVENUE OF THE AMERICAS

NEW YORK, NY 10020

PRINCIPAL UNDERWRITER

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

This Statement of Additional Information provides information about SoGen
International Fund, SoGen Overseas Fund, SoGen Gold Fund and SoGen Money Fund,
four separate portfolios of SoGen Funds, Inc. (the "Company"), an open-end
management investment company, in addition to the information contained in the
Prospectus of the Company dated August 1, 1999. This Statement of Additional
Information is not a prospectus. It relates to and should be read in conjunction
with the Prospectus of the Company, a copy of which can be obtained by writing
or by calling the Company at (800) 334-2143.
------------------------

AUGUST 1, 1999
<PAGE> 42

TABLE OF CONTENTS

<TABLE>
<CAPTION>
STATEMENT OF CROSS-REFERENCED
ADDITIONAL TO CAPTIONS IN
INFORMATION THE PROSPECTUS
PAGE PAGE
------------ ----------------
<S> <C> <C>
ORGANIZATION OF THE FUNDS........................... 1 --
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS.... 2 10
MANAGEMENT OF THE COMPANY........................... 9 16
INVESTMENT ADVISER AND OTHER SERVICES............... 22 16
DISTRIBUTION OF THE FUNDS' SHARES................... 25 17
COMPUTATION OF NET ASSET VALUE...................... 27 17
HOW TO PURCHASE SHARES.............................. 28 17
TAX STATUS.......................................... 28 28
BROKERAGE ALLOCATION................................ 33 --
CUSTODY OF PORTFOLIO................................ 36 --
INDEPENDENT AUDITORS................................ 36 --
FINANCIAL STATEMENTS................................ 36 31
APPENDIX............................................ A-1 --
</TABLE>

i
<PAGE> 43

ORGANIZATION OF THE FUNDS

SoGen International Fund, SoGen Overseas Fund, SoGen Gold Fund and SoGen
Money Fund, (each individually referred to as a "Fund", collectively, the
"Funds" or, alternatively, the "International Fund," the "Overseas Fund," the
"Gold Fund," and the "Money Fund," respectively) are four separate portfolios of
SoGen Funds, Inc. (the "Company"), an open-end management investment company
incorporated under the laws of Maryland in May 1993. Each Fund is a separate,
diversified portfolio of assets and has a different investment objective which
it pursues through separate investment policies, as described below. The
Company's investment adviser is Societe Generale Asset Management Corp. ("SGAM
Corp."), a registered investment adviser. The Company's principal underwriter is
Funds Distributor, Inc. ("FDI"), a registered broker-dealer.

Pursuant to the laws of Maryland, the Company's jurisdiction of
incorporation, the Board of Directors of the Company has adopted By-Laws of the
Company that do not require annual meetings of the Funds' shareholders. The
absence of a requirement that the Company hold annual meetings of the Funds'
shareholders reduces its expenses. Meetings of shareholders will continue to be
held when required by the Investment Company Act of 1940 or Maryland law or when
called by the Chairman of the Board of Directors, the President or shareholders
owning 10% of a Fund's outstanding shares. The cost of any such notice and
meeting will be borne by each Fund.

Under the provisions of the Investment Company Act of 1940, a vacancy in
the office of Director of the Company may be filled between meetings of the
shareholders of the Company by vote of the Directors then in office if,
immediately after filling such vacancy, at least two-thirds of the Directors
then holding office have been elected to the office of Director by the
shareholders of the Funds. In the event that at any time less than a majority of
the Directors of the Company holding office at that time were elected by the
shareholders of the Funds, the Board of Directors or the Chairman of the Board
shall, within sixty days, cause a meeting of shareholders to be held for the
purpose of electing directors to fill any vacancies in the Board of Directors.

The staff of the Securities and Exchange Commission has advised the Funds
that it interprets Section 16(c) of the Investment Company Act of 1940, which
provides a means for dissident shareholders of common-law trusts to communicate
with other shareholders of such trusts and to vote upon the removal of trustees
upon the request in writing by the record holders of not less than 10 percent of
the outstanding shares of the trust, to apply to investment companies, such as
the Company, that are incorporated under Maryland law.

1
<PAGE> 44

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

INVESTMENT OBJECTIVES OF THE FUNDS.

INTERNATIONAL FUND. The International Fund's investment objective is to
provide long-term growth of capital. In seeking to achieve this objective, the
Fund will normally invest its assets primarily in common stocks (and in
securities convertible into common stocks) of United States and foreign
companies. However, the Fund reserves the right to invest a portion of its
assets in fixed-income securities of domestic or foreign issuers which, in
addition to the income they may provide, appear to offer potential for long-term
growth of capital. When deemed appropriate by the Fund's investment adviser for
short-term investment or defensive purposes, the Fund may hold up to 100% of its
assets in short-term debt instruments including commercial paper and
certificates of deposits.

Investors should refer to the Fund's Prospectus for further discussion of
the Fund's investment objective and policy. There can be no assurance that the
Fund's stated objective will be realized.

OVERSEAS FUND. The Overseas Fund seeks long-term growth of capital by
investing primarily in securities of small and medium size non-U.S. companies.
The Fund uses the techniques and invests in the types of securities described
below and in the Prospectus.

GOLD FUND. The Gold Fund seeks growth of capital by investing primarily
in securities of companies engaged in mining, processing, dealing in or holding
gold or other precious metals such as silver, platinum and palladium, both in
the United States and in foreign countries. Gold-related investments have
provided protection against loss of purchasing power during periods of extensive
price inflation and/or following periods of extensive credit expansion. Under
normal circumstances, at least 65% of the value of the Fund's total assets will
be invested in securities (which may include both equity and, to a limited
extent, debt securities) consisting of issuers engaged in gold operations,
including securities of gold mining finance companies as well as operating
companies with long, medium or short-life mines.

MONEY FUND. The Money Fund seeks as high a level of current income as is
considered consistent with the preservation of capital and liquidity. The Fund
pursues its objective by investing exclusively in U.S. dollar-denominated money
market instruments which mature in 397 days or less.

INVESTMENT POLICIES, TECHNIQUES AND RISKS.

INTERNATIONAL FUND.

COMMODITY LINKED SECURITIES. The International Fund may invest up to 5%
of its assets in structured notes and/or preferred stock, the value of which is
linked to the price of a referenced commodity. Structured notes and/or preferred
stock differ from other types of securities in which the Fund may invest in
several respects. For example, not only the coupon but also the redemption
amount at maturity may be increased or decreased depending on the change in the
price of the referenced commodity.

Investment in commodity linked securities involves certain risks. In
addition to the credit risk of the security's issuer and the normal risks of
price changes in response to changes in interest

2
<PAGE> 45

rates, the redemption amount may decrease as a result of changes in the price of
the referenced commodity. Further, in certain cases, the coupon and/or dividend
may be reduced to zero, and any further decline in the value of the security may
then reduce the redemption amount payable on maturity. Finally, commodity linked
securities may be more volatile than the price of the referenced commodity.

GOLD FUND.

FLUCTUATIONS IN THE PRICE OF GOLD (GOLD FUND). The price of gold has been
subject to substantial upward and downward price movements over short periods of
time and may be affected by unpredictable international monetary and political
policies, such as currency devaluations or revaluations, economic conditions
within an individual country, trade imbalances or trade or currency restrictions
between countries and world inflation rates and interest rates. The price of
gold, in turn, is likely to affect the market prices of securities of companies
mining, processing or dealing in gold, and accordingly, the value of the Fund's
investments in such securities also may be affected.

MONEY FUND.

ASSET-BACKED SECURITIES (MONEY FUND). The Money Fund can invest a portion
of its assets in debt obligations known as "Asset-Backed Securities" which are
Eligible Securities (as that term is hereinafter defined). The credit quality of
most Asset-Backed Securities depends primarily on the credit quality of the
assets underlying such securities, how well the entity issuing the security is
insulated from the credit risk of the originator (or any other affiliated
entities), and the amount and quality of any credit support provided to the
securities. The rate of principal payments on Asset-Backed Securities generally
depends on the rate of principal payments received on the underlying assets,
which in turn may be affected by a variety of economic and other factors. As a
result, the yield on any Asset-Backed Security is difficult to predict with
precision and actual yield to maturity may be more or less than the anticipated
yield to maturity. Asset-Backed Securities may be classified as "Pass-Through
Certificates" or "Collateralized Obligations." Where deemed appropriate by the
Board of Directors, Asset-Backed Securities may be valued using prices provided
by a pricing service. The stated maturity of a particular Asset-Backed Security
will be treated as the instrument's maturity for purposes of the Fund's
portfolio maturity requirements, unless there exists an associated demand
feature, enabling the Fund to treat the instrument as having a shorter maturity.

"Pass-Through Certificates" are Asset-Backed Securities which represent an
undivided fractional ownership interest in the underlying pool of assets.
Pass-Through Certificates usually provide for payments of principal and interest
received to be passed through to their holders, usually after deduction for
certain costs and expenses incurred in administering the pool. Because
Pass-Through Certificates represent ownership interests in the underlying
assets, the holders thereof bear directly the risk of any defaults by the
obligors on the underlying assets not covered by any credit support.

Asset-Backed Securities issued in the form of debt instruments, also known
as Collateralized Obligations, are generally issued as the debt of a special
purpose entity organized solely for the

3
<PAGE> 46

purpose of owning such assets and issuing such debt. The assets collateralizing
such Asset-Backed Securities are pledged to a trustee or custodian for the
benefit of the holders thereof. Such issuers generally hold no assets other than
those underlying the Asset-Backed Securities and any credit support provided. As
a result, although payments on such Asset-Backed Securities are obligations of
the issuers, in the event of default on the underlying assets not covered by any
credit support, the issuing entities are unlikely to have sufficient assets to
satisfy their obligations on the related Asset-Backed Securities.

EURODOLLAR CERTIFICATES. To the extent that the Money Fund purchases
Eurodollar certificates of deposit, consideration will be given to their
marketability and possible restrictions on international currency transactions
and to regulations imposed by the domicile country of the foreign issuer.
Eurodollar certificates of deposit may not be subject to the same regulatory
requirements as certificates of deposit issued by U.S. banks and associated
income may be subject to the imposition of foreign taxes.

REPURCHASE AGREEMENTS. The Money Fund may invest in repurchase
agreements, which are instruments under which the Money Fund acquires ownership
of a security from a broker/dealer or bank that agrees to repurchase the
security at a mutually agreed upon time and price (which price is higher than
the purchase price), thereby determining the yield during the Money Fund's
holding period. Maturity of the securities subject to repurchase may exceed 397
days. In the event of a bankruptcy or other default of a seller of a repurchase
agreement, the Money Fund might have expenses in enforcing its rights, and could
experience losses, including a decline in the value of the underlying security
and loss of income. The Money Fund will only enter into repurchase agreements
with banks and other recognized financial institutions such as broker/dealers
which are deemed by the Money Fund's investment adviser to be creditworthy.

RESTRICTED SECURITIES. The Money Fund may invest in commercial paper
issued in reliance on the so-called "private placement" exemption from
registration afforded by Section 4(2) of the Securities Act of 1933, and resold
to qualified institutional buyers under Securities Act Rule 144A ("Section 4(2)
paper"). Section 4(2) paper is restricted as to disposition under the federal
securities laws, and generally is sold to institutional investors such as the
Money Fund which agree that they are purchasing the paper for investment and not
with a view to public distribution. Any resale by the purchaser must be in an
exempt transaction and may be accomplished in accordance with Rule 144A. Section
4(2) paper normally is resold to other institutional investors, like the Money
Fund, through or with the assistance of the issuer or investment dealers who
make a market in the Section 4(2) paper, thus providing liquidity. The
investment adviser will carefully monitor the Money Fund's investments in these
securities, focusing on such factors, among others, as valuation, liquidity and
availability of information. Investment in Section 4(2) paper could have the
effect of reducing the Money Fund's liquidity to the extent that qualified
institutional buyers become, for a time, uninterested in purchasing these
restricted securities.

VARIABLE RATE SECURITIES. The Money Fund may invest in instruments having
rates of interest that are adjusted periodically or which "float" continuously
according to formulae intended to minimize fluctuation in the values of the
instruments ("Variable Rate Securities"). The interest rates of Variable Rate
Securities ordinarily are determined by reference to, or are a percentage of, an
objective standard such as a bank's prime rate, the 90-day U.S. Treasury Bill
rate, or the rate of

4
<PAGE> 47

return on commercial paper or bank certificates of deposit. Generally, the
changes in the interest rates on Variable Rate Securities reduce the
fluctuations in the market values of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Some Variable Rate
Securities ("Variable Rate Demand Securities") have a demand feature entitling
the purchaser to resell the securities at an amount approximately equal to
amortized cost or the principal amount thereof plus accrued interest. The Money
Fund will determine the maturity of Variable Rate Securities in accordance with
Securities and Exchange Commission rules which allow the Money Fund to consider
certain of such instruments as having maturities shorter than the maturity date
on the face of the instrument. Under such rules, the maturity date of Variable
Rate Demand Securities may be considered to be the longer of the period
remaining until the next readjustment of the interest rate or the period
remaining until the principal amount can be recovered through demand.

METHODS OF ALLOCATING CASH FLOWS. While many Asset-Backed Securities are
issued with only one class of security, many others are issued in more than one
class, each with different payment terms. Multiple class Asset-Backed Securities
are issued for two main reasons. First, multiple classes may be used as a method
of providing credit-support. This is accomplished typically through creation of
one or more classes whose right to payments on the Asset-Backed Security is made
subordinate to the right to such payments of the remaining class or classes.
Second, multiple classes may permit the issuance of securities with payment
terms, interest rates or other characteristics differing both from those of each
other and from those of the underlying assets. Examples include so-called
"multi-tranche CMOs" (collateralized mortgage obligations with serial maturities
such that all principal payments received on the mortgages underlying the
securities are first paid to the class with the earliest stated maturity, and
then sequentially to the class with the next stated maturity), "Strips"
(Asset-Backed Securities entitling the holder to disproportionate interests with
respect to the allocation of interest and principal of the assets backing the
security), and securities with a class or classes having characteristics which
mimic the characteristics of non-Asset-Backed Securities, such as floating
interest rates (i.e., interest rates which adjust as a specified benchmark
changes) or scheduled amortization of principal.

TYPES OF CREDIT SUPPORT. Asset-Backed Securities are often backed by a
pool of assets representing the obligations of a number of different parties. To
lessen the effect of failures by obligors on these underlying assets to make
payments, such securities may contain elements of credit support. Such credit
support falls into two classes: liquidity protection and protection against
ultimate default on the underlying assets. Liquidity protection refers to the
provision of advances, generally by the entity administering the pool of assets,
to ensure that scheduled payments on the underlying pool are made in a timely
fashion. Protection against ultimate default ensures payment on at least a
portion of the assets in the pool. Such protection may be provided through
guarantees, insurance policies or letters of credit obtained from third parties,
through various means of structuring the transaction, or through a combination
of such approaches. Examples of Asset-Backed Securities with credit support
arising out of the structure of the transaction include "senior-subordinated
securities" (multiple class Asset-Backed Securities with certain classes
subordinate to other classes as to the payment of principal thereon, with the
result that defaults on the underlying assets are borne first by the holders of
the subordinated class) and Asset-Backed Securities that have "reserve funds"
(where cash or investments, sometimes funded from a portion of the initial

5
<PAGE> 48

payments on the underlying assets, are held in reserve against future losses) or
that have been "over-collateralized" (where the scheduled payments on, or the
principal amount of, the underlying assets substantially exceed that required to
make payment on the Asset-Backed Securities and pay any servicing or other
fees). The degree of credit support provided on each issue is based generally on
historical information respecting the level of credit risk associated with such
payments. Delinquency or loss in excess of that anticipated could adversely
affect the return on an investment in an Asset-Backed Security.

CREDIT CARD RECEIVABLE SECURITIES. The Fund may invest in Asset-Backed
Securities backed by receivables from revolving credit card agreements ("Credit
Card Receivable Securities"). Most of the Credit Card Receivable Securities
issued publicly to date have been Pass-Through Certificates. In order to
lengthen the maturity of Credit Card Receivable Securities, most such securities
provide for a fixed period during which only interest payments on the underlying
accounts are passed through to the security holder and principal payments
received on such accounts are used to fund the transfer to the pool of assets
supporting the related Credit Card Receivable Securities of additional credit
card charges made on an account. The initial fixed period usually may be
shortened upon the occurrence of specified events which signal a potential
deterioration in the quality of the assets backing the security, such as the
imposition of a cap on interest rates. The ability of the issuer to extend the
life of an issue of Credit Card Receivable Securities thus depends upon the
continued generation of additional principal amounts in the underlying accounts
during the initial period and the non-occurrence of specified events.
Competitive, regulatory and general economic factors could adversely affect the
rate at which new receivables are created in an account and conveyed to an
issuer, shortening the expected weighted average life of the related Credit Card
Receivable Security and reducing its yield. An acceleration in cardholders'
payment rates or any other event which shortens the period during which
additional credit card charges on an account may be transferred to the pool of
assets supporting the related Credit Card Receivable Security could have a
similar effect on the weighted average life and yield.

Credit card holders are entitled to the protection of a number of state and
federal consumer credit laws, many of which give such holder the right to set
off certain amounts against balances owed on the credit card, thereby reducing
amounts paid on accounts. In addition, unlike most other Asset-Backed
Securities, accounts are unsecured obligations of the cardholder.

INVESTMENT POLICIES APPLICABLE TO MORE THAN ONE FUND.

POLICIES APPLICABLE TO ALL FUNDS:

FOREIGN SECURITIES. Each Fund may (and the International Fund and the
Overseas Fund will) invest in foreign securities, which may entail a greater
degree of risk (including risks relating to exchange rate fluctuations, tax
provisions, or expropriation of assets) than does investment in securities of
domestic issuers. The Funds may invest in securities of foreign issuers directly
or in the form of American Depository Receipts (ADRs), Global Depository
Receipts (GDRs), European Depository Receipts (EDRs), or other securities
representing underlying shares of foreign issuers. Positions in these securities
are not necessarily denominated in the same currency as the common stocks into
which they may be converted. ADRs are receipts typically issued by an American
bank or trust company evidencing ownership of the underlying securities. EDRs
are European receipts

6
<PAGE> 49

evidencing a similar arrangement. GDRs are global offerings where two securities
are issued simultaneously in two markets, usually publicly in non-U.S. markets
and privately in the U.S. market. Generally ADRs, in registered form, are
designed for use in the U.S. securities markets, EDRs, in bearer form, are
designed for use in European securities markets. GDR's are designed for use in
the U.S. and European securities markets. Each of the Funds (except the Money
Fund) may invest in both "sponsored" and "unsponsored" ADRs. In a sponsored ADR,
the issuer typically pays some or all of the expenses of the depository and
agrees to provide its regular shareholder communications to ADR holders. An
unsponsored ADR is created independently of the issuer of the underlying
security. The ADR holders generally pay the expenses of the depository and do
not have an undertaking from the issuer of the underlying security to furnish
shareholder communications. Issuers of unsponsored ADRs are not obligated to
disclose material information in the United States and, therefore, there may not
be a correlation between such information and the market value of the ADRs. Each
Fund does not expect to invest 5% or more of its total assets in unsponsored
ADRs.

With respect to portfolio securities that are issued by foreign issuers or
denominated in foreign currencies, the investment performance of a Fund is
affected by the strength or weakness of the U.S. dollar against these
currencies. For example, if the dollar falls in value relative to the Japanese
yen, the dollar value of a yen-denominated stock held in the portfolio will rise
even though the price of the stock remains unchanged. Conversely, if the dollar
rises in value relative to the yen, the dollar value of the yen-denominated
stock will fall. (See discussion of transaction hedging and portfolio hedging
under "Currency Exchange Transactions.")

Investors should understand and consider carefully the risks involved in
foreign investing. Investing in foreign securities, positions which are
generally denominated in foreign currencies, and utilization of forward foreign
currency exchange contracts involve certain risks and opportunities not
typically associated with investing in U.S. securities. These considerations
include: fluctuations in the rates of exchange between the U.S. dollar and
foreign currencies; possible imposition of exchange control regulations or
currency restrictions that would prevent cash from being brought back to the
United States; less public information with respect to issuers of securities;
less governmental supervision of stock exchanges, securities brokers, and
issuers of securities; different accounting, auditing and financial reporting
standards; different settlement periods and trading practices; less liquidity
and frequently greater price volatility in foreign markets than in the United
States; imposition of foreign taxes; and sometimes less advantageous legal,
operational and financial protections applicable to foreign sub-custodial
arrangements.

Although the Funds seek to invest in companies and governments of countries
having stable political environments, there is the possibility of expropriation
or confiscatory taxation, seizure or nationalization of foreign bank deposits or
other assets, establishment of exchange controls, the adoption of foreign
government restrictions, or other adverse political, social or diplomatic
developments that could affect investment in these nations.

The countries in which the International Fund and the Overseas Fund invest
are included in those listed below. The International Fund and the Overseas Fund
may not invest in all the countries listed, and they may invest in countries
that are not listed, when such investments are

7
<PAGE> 50

consistent with the Funds' investment objective and policies. In addition, the
Gold Fund may invest in gold-related investments in any countries deemed
suitable by the investment adviser.

<TABLE>
<CAPTION>
MATURE MARKETS EMERGING MARKETS
-------------- ----------------
<S> <C> <C> <C>
Australia Japan Argentina Nigeria
Austria Luxembourg Brazil Pakistan
Belgium Netherlands Chile People's Republic of China
Canada New Zealand Czech Republic Peru
Denmark Norway Ecuador Philippines
Finland Portugal Greece Poland
France Singapore Hungary South Africa
Germany Spain India South Korea
Hong Kong Sweden Indonesia Sri Lanka
Ireland Switzerland Israel Taiwan
Italy United Kingdom Jamaica Thailand
United States Jordan Turkey
Kenya Uruguay
Malaysia Venezuela
Mexico Vietnam
Morocco
</TABLE>

It may not be feasible for the International Fund, the Overseas Fund or the
Gold Fund currently to invest in all of these countries due to restricted access
to their securities markets or inability to implement satisfactory custodial
arrangements.

Since the Money Fund will invest only in U.S. dollar-denominated
securities, the return on its shares will not be subject to the risk of adverse
changes in the exchange rates between the U.S. dollar and foreign currencies. In
addition, the Money Fund does not intend to invest in the securities markets of
emerging countries.

The cost of investing in foreign securities is higher than the cost of
investing in U.S. securities. Investing in each Fund is an efficient way for an
individual to participate in foreign markets, but its expenses, including
advisory and custody fees, are higher than the expenses of a typical mutual fund
that invests in domestic equities.

RESTRICTED AND ILLIQUID SECURITIES. Each Fund may invest up to 15% of its
net assets (10% in the case of the Money Fund and the International Fund) in
illiquid securities, including certain securities that are subject to legal or
contractual restrictions on resale ("restricted securities").

Generally, restricted securities may be sold only in privately negotiated
transactions or in a public offering with respect to which a registration
statement is in effect under the Securities Act of 1933 (the "1933 Act"). Where
registration is required, a Fund may be obligated to pay all or part of the
registration expenses and a considerable period may elapse between the time of
the decision to sell and the time the Fund may be permitted to sell a security
under an effective registration statement. If, during such a period, adverse
market conditions were to develop, the Fund might obtain a less favorable price
than that which prevailed when it decided to sell. Restricted securities will be
priced at fair value as determined in good faith by the Board of Directors. If,
through the

8
<PAGE> 51

appreciation of illiquid securities or the depreciation of liquid securities, a
Fund should be in a position where more than 15% of the value of its net assets
(10% in the case of the Money Fund and the International Fund) is invested in
illiquid assets, including restricted securities, the Fund will take appropriate
steps to protect liquidity.

Notwithstanding the above, a Fund may purchase securities that have been
privately placed but that are eligible for purchase and sale under Rule 144A
under the 1933 Act. That rule permits certain qualified institutional buyers,
such as the Funds, to trade in privately placed securities that have not been
registered for sale under the 1933 Act. SGAM Corp., under the supervision of the
Board of Directors of the Company, will consider whether securities purchased
under Rule 144A are illiquid and thus subject to a Fund's restriction on
investing in illiquid securities. A determination as to whether a Rule 144A
security is liquid or not is a factual issue requiring an evaluation of a number
of factors. In making this determination, SGAM Corp. will consider the trading
markets for the specific security, taking into account the unregistered nature
of a Rule 144A security. In addition, SGAM Corp. could consider (1) the
frequency of trades and quotes, (2) the number of dealers and potential
purchasers, (3) the dealer undertakings to make a market, and (4) the nature of
the security and of market place trades (e.g., the time needed to dispose of the
security, the method of soliciting offers and the mechanics of transfer). The
liquidity of Rule 144A securities would be monitored and if, as a result of
changed conditions, it is determined that a Rule 144A security is no longer
liquid, a Fund's holdings of illiquid securities would be reviewed to determine
what steps, if any, are required to assure that the Fund does not invest more
than the maximum percentage of its assets in illiquid securities. Investing in
Rule 144A securities could have the effect of increasing the amount of a Fund's
assets invested in illiquid securities if qualified institutional buyers are
unwilling to purchase such securities.

BANK OBLIGATIONS. Each Fund may invest in bank obligations, which may
include bank certificates of deposit, time deposits or bankers' acceptances.
Certificates of deposit and time deposits are negotiable certificates issued
against funds deposited in a commercial bank for a definite period of time and
earning a specified return. Bankers' acceptances are negotiable drafts or bills
of exchange, normally drawn by an importer or exporter to pay for specific
merchandise, which are "accepted" by a bank, meaning in effect that the bank
unconditionally agrees to pay the face value of the instrument on maturity.
Investments in these instruments are limited to obligations of domestic banks
(including their foreign branches) and U.S. and foreign branches of foreign
banks having capital surplus and undivided profits in excess of $100 million.

POLICIES APPLICABLE TO THE INTERNATIONAL FUND, THE OVERSEAS FUND AND THE GOLD
FUND:

CURRENCY EXCHANGE TRANSACTIONS. A currency exchange transaction may be
conducted either on a spot (i.e., cash) basis at the spot rate for purchasing or
selling currency prevailing in the foreign exchange market or through a forward
currency exchange contract ("Forward Contract"). A Forward Contract is an
agreement to purchase or sell a specified currency at a specified future date
(or within a specified time period) and price set at the time of the contract.
Forward Contracts are usually entered into with banks and broker/dealers, are
not exchange traded and are usually for less than one year, but may be renewed.

9
<PAGE> 52

Currency exchange transactions may involve currencies of the different
countries in which the International Fund, the Overseas Fund and Gold Fund may
invest, and serve as hedges against possible variations in the exchange rates
between these currencies and the U.S. dollar. A Fund's currency transactions are
limited to transaction hedging and portfolio hedging involving either specific
transactions or portfolio positions. Transaction hedging is the purchase or sale
of a Forward Contract with respect to specific payables or receivables of a Fund
accruing in connection with the purchase or sale of portfolio securities.
Portfolio hedging is the use of a Forward Contract with respect to a portfolio
security position denominated or quoted in a particular currency. A Fund may
engage in portfolio hedging with respect to the currency of a particular country
in amounts approximating actual or anticipated positions in securities
denominated in that currency.

If a Fund enters into a Forward Contract, the custodian bank will segregate
liquid assets of the Fund having a value equal to the Fund's commitment under
such Forward Contract.

At the maturity of a Forward Contract to deliver a particular currency, a
Fund may either sell the portfolio security related to such contract and make
delivery of the currency, or it may retain the security and either acquire the
currency on the spot market or terminate its contractual obligation to deliver
the currency by purchasing an offsetting contract with the same currency trader
obligating it to purchase on the same maturity date the same amount of the
currency.

It is impossible to forecast with absolute precision the market value of
portfolio securities at the expiration of a Forward Contract. Accordingly, it
may be necessary for a Fund to purchase additional currency on the spot market
(and bear the expense of such purchase) if the market value of the security is
less than the amount of currency the Fund is obligated to deliver, and if a
decision is made to sell the security and make delivery of the currency.
Conversely, it may be necessary to sell on the spot market some of the currency
received upon the sale of the portfolio security if its market value exceeds the
amount of currency the Fund is obligated to deliver.

If a Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss to the extent that there has
been movement in Forward Contract prices. If a Fund engages in an offsetting
transaction, it may subsequently enter into a new Forward Contract to sell the
currency. Should forward prices decline during the period between the date a
Fund enters into a Forward Contract for the sale of a currency and the date it
enters into an offsetting contract for the purchase of the currency, the Fund
will realize a gain to the extent the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to purchase. Should forward
prices increase, the Fund will suffer a loss to the extent the price of the
currency it has agreed to purchase exceeds the price of the currency it has
agreed to sell. A default on the contract would deprive the Fund of unrealized
profits or force the Fund to cover its commitments for purchase or sale of
currency, if any, at the current market price.

Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Such transactions also preclude the
opportunity for gain if the value of the hedged currency should rise. Moreover,
it may not be possible for a Fund to hedge against a devaluation that is so
generally anticipated that the Fund is not able to contract to sell the currency
at a price above the devaluation level it anticipates. The cost to a Fund of
engaging in currency exchange transactions varies with such factors as the
currency involved, the length of the contract period and prevailing

10
<PAGE> 53

market conditions. Since currency exchange transactions are usually conducted on
a principal basis, no fees or commissions are involved.

LOWER-RATED DEBT SECURITIES. Each of the International Fund, the Overseas
Fund and the Gold Fund may invest in debt securities, including lower-rated
securities (i.e., securities rated BB or lower by Standard & Poor's Corporation
("S&P") or Ba or lower by Moody's Investors Service, Inc. ("Moody's"), commonly
called "junk bonds") and securities that are not rated. There are no
restrictions as to the ratings of debt securities acquired by a Fund or the
portion of a Fund's assets that may be invested in debt securities in a
particular rating category, except that the Overseas Fund and the Gold Fund will
not invest more than 20% of its assets in securities rated below investment
grade or unrated securities considered by the investment adviser to be of
comparable credit quality.

Securities rated BBB by S&P or Baa by Moody's (the lowest investment grade
ratings) are considered to be of medium grade and to have speculative
characteristics. Debt securities rated below investment grade are predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal. Although lower-rated debt and comparable unrated debt securities may
offer higher yields than do higher rated securities, they generally involve
greater volatility of price and risk of principal and income, including the
possibility of default by, or bankruptcy of, the issuers of the securities. In
addition, the markets in which lower-rated and unrated debt securities are
traded are more limited than those in which higher rated securities are traded.
Adverse publicity and investors' perceptions, whether or not based on
fundamental analysis, may decrease the values and liquidity of lower-rated debt
securities, especially in a thinly traded market. During periods of thin trading
in these markets, the spread between bid and asked prices is likely to increase
significantly, and a Fund may have greater difficulty selling its portfolio
securities. See "Computation of Net Asset Value." Analyses of the
creditworthiness of issuers of lower-rated debt securities may be more complex
than for issuers of higher rated securities, and the ability of the Fund to
achieve its investment objective may, to the extent of investment in lower-rated
debt securities, be more dependent upon such creditworthiness analyses than
would be the case if the Fund were investing in higher rated securities.

Lower-rated debt securities may be more susceptible to real or perceived
adverse economic and competitive industry conditions than investment grade
securities. The prices of lower-rated debt securities have been found to be less
sensitive to interest rate changes than higher rated investments, but more
sensitive to adverse economic downturns or individual corporate developments. A
projection of an economic downturn or of a period of rising interest rates, for
example, could cause a decline in lower-rated debt securities' prices because
the advent of a recession could lessen the ability of a highly-leveraged company
to make principal and interest payments on its debt securities. If the issuer of
lower-rated debt securities defaults, a Fund may incur additional expenses
seeking recovery.

A more complete description of the characteristics of bonds in each rating
category is included in the appendix to this Statement of Additional
Information.

11
<PAGE> 54

POLICIES APPLICABLE TO THE OVERSEAS FUND, THE GOLD FUND AND THE MONEY FUND:

WHEN-ISSUED OR DELAYED-DELIVERY SECURITIES. Each Fund may purchase
securities on a "when-issued" or "delayed delivery" basis. Although the payment
and interest terms of these securities are established at the time a Fund enters
into the commitment, the securities may be delivered and paid for a month or
more after the date of purchase, when their value may have changed. A Fund makes
such commitments only with the intention of actually acquiring the securities,
but may sell the securities before settlement date if the investment adviser
deems it advisable for investment reasons.

At the time a Fund enters into a binding obligation to purchase securities
on a when-issued basis, liquid assets of the Fund having a value at least as
great as the purchase price of the securities to be purchased will be segregated
on the books of the Fund and held by the custodian throughout the period of the
obligation. The use of these investment strategies, as well as any borrowing by
a Fund, may increase net asset value fluctuation.

Securities purchased on a when-issued or delayed delivery basis are
recorded as assets on the day following the purchase and are marked-to-market
daily. A Fund will not invest more than 25% of its assets in when-issued or
delayed delivery securities, does not intend to purchase such securities for
speculative purposes and will make commitments to purchase securities on a when-
issued or delayed delivery basis with the intention of actually acquiring the
securities. However, the Funds reserve the right to sell acquired when-issued or
delayed delivery securities before their settlement dates if deemed advisable.

POLICIES APPLICABLE TO THE INTERNATIONAL FUND AND THE OVERSEAS FUND:

INVESTMENT IN OTHER INVESTMENT COMPANIES. Certain markets are closed in
whole or in part to equity investments by foreigners. The International Fund and
the Overseas Fund may be able to invest in such markets solely or primarily
through governmentally-authorized investment companies. Each Fund generally may
invest up to 10% of its assets in shares of other investment companies and up to
5% of its assets in any one investment company (in each case measured at the
time of investment), as long as no investment represents more than 3% of the
outstanding voting stock of the acquired investment company at the time of
investment. These restrictions do not apply to certain investment companies
known as private investment companies and "qualified purchaser" investment
companies.

Investment in another investment company may involve the payment of a
premium above the value of the issuer's portfolio securities, and is subject to
market availability. In the case of a purchase of shares of such a company in a
public offering, the purchase price may include an underwriting spread. The
Funds do not intend to invest in such an investment company unless, in the
judgment of the Funds' investment adviser, the potential benefits of such
investment justify the payment of any applicable premium or sales charge. As a
shareholder in an investment company, the Funds would bear its ratable share of
that investment company's expenses, including its advisory and administration
fees. At the same time, the Funds would continue to pay their own management
fees and other expenses.

12
<PAGE> 55

POLICIES APPLICABLE TO THE OVERSEAS FUND AND THE GOLD FUND:

STRUCTURED SECURITIES. The Overseas Fund may invest in structured notes
and/or preferred stock, the value of which is linked to currencies, interest
rates, other commodities, indices or other financial indicators, and the Gold
Fund may invest in structured notes and/or preferred stock, the value of which
is linked to the price of gold or other precious metals. Structured securities
differ from other types of securities in which the Funds may invest in several
respects. For example, the coupon dividend and/or redemption amount at maturity
may be increased or decreased depending on changes in the value of the
underlying instrument.

Investment in structured securities involves certain risks. In addition to
the credit risk of the security's issuer and the normal risks of price changes
in response to changes in interest rates, the redemption amount may decrease as
a result of changes in the price of the underlying instrument. Further, in the
case of certain structured securities, the coupon and/or dividend may be reduced
to zero, and any further declines in the value of the underlying instrument may
then reduce the redemption amount payable on maturity. Finally, structured
securities may be more volatile than the price of the underlying instrument.

CHANGE OF OBJECTIVE.

The investment objectives of the Overseas Fund, the Gold Fund and the Money
Fund are not fundamental policies of the Funds and, accordingly, may be changed
by the Board of Directors without shareholder approval. Shareholders will be
notified a minimum of sixty days in advance of any change in investment
objective.

The investment objective of the International Fund, on the other hand, is a
fundamental policy of the Fund and may not be changed without shareholder
approval.

INVESTMENT RESTRICTIONS.

In pursuing its investment objective, each Fund will not:

1. With respect to 75% of the value of a Fund's total assets, invest more
than 5% of its total assets (valued at time of investment) in
securities of any one issuer, except securities issued or guaranteed
by the government of the United States, or any of its agencies or
instrumentalities, or acquire securities of any one issuer which, at
the time of investment, represent more than 10% of the voting
securities of the issuer;

2. Borrow money except unsecured borrowings from banks as a temporary
measure in exceptional circumstances, and such borrowings may not
exceed 10% of a Fund's net assets at the time of the borrowing. A Fund
will not purchase securities while borrowings exceed 5% of its total
assets;

3. (Overseas Fund, Gold Fund and Money Fund) -- Invest more than 25% of
its assets (valued at time of investment) in securities of companies
in any one industry other than U.S. Government Securities (except that
the Gold Fund will, as a matter of fundamental policy, concentrate its
investments in the precious metals industry and the Money Fund may
concentrate its investments in U.S. bank obligations);

13
<PAGE> 56

4. (International Fund) -- Purchase the securities of any issuer if such
purchase would cause more than 25% of the value of its total assets to
be invested in securities of any one issuer or industry, with the
exception of the securities of the United States government and its
corporate instrumentalities and, under the circumstances described
below, certificates of deposit and other short-term bank instruments.
In fact, the Fund intends to diversify its investments among various
issuers and industries and will not purchase certificates of deposit
or other short-term bank instruments except to the extent deemed
appropriate for the short-term investment of cash or a temporary
defensive measure. The Fund will limit its purchases of certificates
of deposit and other short-term bank instruments to those issued by
United States banks and savings and loan associations, including
foreign branches of such banks, and United States branches or agencies
of foreign banks, which have total assets (as of the date of their
most recently published financial statements) of at least $1 billion.

5. (International Fund) -- Purchase or sell its portfolio securities from
or to any of its officers, directors or employees, its investment
adviser or its principal underwriter, except to the extent that such
purchase or sale may be permitted by an order, rule or regulation of
the Securities and Exchange Commission.

6. Make loans, but this restriction shall not prevent a Fund from (a)
buying a part of an issue of bonds, debentures, or other obligations
that are publicly distributed, or from investing up to an aggregate of
15% of its total assets (taken at market value at the time of each
purchase) in parts of issues of bonds, debentures or other obligations
of a type privately placed with financial institutions or (b) lending
portfolio securities, provided that a Fund may not lend securities if,
as a result, the aggregate value of all securities loaned would exceed
33% of its total assets (taken at market value at the time of such
loan);*

7. (Overseas Fund, Gold Fund and Money Fund) -- Underwrite the
distribution of securities of other issuers; however, a Fund may
acquire "restricted" securities which, in the event of a resale, might
be required to be registered under the 1933 Act on the grounds that
the Fund could be regarded as an underwriter as defined by the 1933
Act with respect to such resale;

8. (International Fund) -- Engage in the underwriting of securities of
other issuers, except to the extent it may be deemed to be an
underwriter in selling portfolio securities as part of an offering
registered under the 1933 Act.

9. (Overseas Fund, Gold Fund and Money Fund) -- Purchase and sell real
estate or interests in real estate, although it may invest in
marketable securities of enterprises that invest in real estate or
interests in real estate;

10. (International Fund) -- Purchase or sell real estate or interests
therein, commodities or commodity contracts. The Fund may, however,
invest in real estate investment trusts and companies holding real
estate and may sell commodities received by it as

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

* The Funds have no present intention of lending their portfolio securities.
14
<PAGE> 57

distributions on portfolio investments. (To the extent the Fund's
portfolio includes a commodity distributed to it, the Fund will be
subject to the risk of change in the value of such commodity.)

11. (Overseas Fund, Gold Fund and Money Fund) -- Make margin purchases of
securities, except for the use of such short term credits as are
needed for clearance of transactions; and

12. Sell securities short or maintain a short position, except, in the
case of the Overseas Fund, the Gold Fund and the Money Fund, short
sales against-the-box.

Restrictions 1 through 12 above (except the portions in parentheses) are
"fundamental," which means that they cannot be changed without the vote of a
majority of the outstanding voting securities of a Fund (defined by the
Investment Company Act of 1940, as amended ("1940 Act"), as the lesser of (i)
67% of a Fund's shares present at a meeting if more than 50% of the shares
outstanding are present or (ii) more than 50% of a Fund's outstanding shares).
In addition, each Fund is subject to a number of restrictions that may be
changed by the Board of Directors without shareholder approval. Under those
non-fundamental restrictions, a Fund will not:

a. Invest in companies for the purpose of management or the exercise of
control;

b. (International Fund) -- Purchase Securities on margin;

c. (Overseas Fund, Gold Fund and Money Fund) -- Invest in oil, gas or
other mineral leases or exploration or development programs, although
it may invest in marketable securities of enterprises engaged in oil,
gas or mineral exploration;

d. (International Fund) -- Purchase interests in oil, gas or other
mineral exploration programs or leases; however, this policy will not
prohibit the acquisition of securities of companies engaged in the
production or transmission of oil, gas or other minerals.

e. (Overseas Fund, Gold Fund and Money Fund) -- Invest more than 10% of
its net assets (valued at time of investment) in warrants, valued at
the lower of cost or market; provided that warrants acquired in units
or attached to securities shall be deemed to be without value for
purposes of this restriction;

f. (International Fund) -- Purchase warrants which are not offered in
units or attached to other portfolio securities if, immediately after
such purchase, more than 5% of the Fund's net assets would be invested
in such unattached warrants, valued at the lower of cost or market.
The Fund will not purchase unattached warrants not listed on the New
York or American Stock Exchange if, immediately after such purchase,
more than 2% of the Fund's net assets would be invested in such
unattached, unlisted warrants.

g. (Overseas Fund, Gold Fund and Money Fund) -- Pledge, mortgage or
hypothecate its assets, except as may be necessary in connection with
permitted borrowings or in connection with short sales;

h. (Overseas Fund, Gold Fund and Money Fund) -- Purchase or sell
commodities or commodity contracts, except that it may enter into
forward contracts and may sell commodities received by it as
distributions on portfolio investments; and

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<PAGE> 58

i. Purchase or sell put and call options on securities or on futures
contracts.

j. (International Fund) -- Purchase illiquid securities or securities the
proceeds from the sale of which could not readily be repatriated to
the United States if, immediately after such purchase, more than 10%
of the value of its net assets would be invested in such securities.

In addition, under normal circumstances the International Fund will invest
in at least three foreign countries.

Among the types of fixed income securities in which the International Fund
may invest from time to time are United States government obligations. United
States government obligations include Treasury Notes, Bonds and Bills which are
direct obligations of the United States government backed by the full faith and
credit of the United States, and securities issued by agencies and
instrumentalities of the United States government, which may be (i) guaranteed
by the United States Treasury, such as the securities of the Government National
Mortgage Association, or (ii) supported by the issuer's right to borrower from
the Treasury and backed by the credit of the federal agency or instrumentality
itself, such as securities of the Federal Intermediate Land Banks, Federal Land
Banks, Bank of Cooperatives, Federal Home Loan Banks, Tennessee Valley Authority
and Farmers Home Administration.

The Money Fund will only purchase securities that present minimal credit
risks and which are First Tier or Second Tier Securities (otherwise referred to
as "Eligible Securities"). An Eligible Security is:

(1) a security with a remaining maturity of 397 days or less: (a) that is
rated by the requisite nationally recognized statistical rating organizations
designated by the Securities and Exchange Commission (currently Moody's, S&P,
Duff and Phelps, Inc., Fitch Investors Services, Inc., Thompson Bankwatch, and,
with respect to debt issued by banks, bank holding companies, United Kingdom
building societies, broker/dealers and broker/ dealers' parent companies, and
bank-supported debt, IBCA Limited and its affiliate, IBCA, Inc. -- collectively,
the "NRSROs") in one of the two highest rating categories for short-term debt
obligations (the requisite NRSROs being any two or, if only rated by one, that
one NRSRO), or (b) that itself was unrated by any NRSRO, but was issued by an
issuer that has outstanding a class of short-term debt obligations (or any
security within that class) meeting the requirements of subparagraph 1(a) above
that is of comparable priority and security;

(2) a security that at the time of issuance was a long-term security but
has a remaining maturity of 397 days or less and: (a) whose issuer received a
rating in one of the two highest rating categories for short-term debt
obligations from the requisite NRSROs (the requisite NRSROs being any two or, if
only rated by one, that one NRSRO) with respect to a class of short-term debt
obligations (or any security within that class) that is currently comparable in
priority and security with the subject security or (b) which has long-term
ratings from the requisite NRSROs (the requisite NRSROs being any two or, if
only rated by one, that one NRSRO) which are in one of the two highest
categories; or

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<PAGE> 59

(3) a security not rated by an NRSRO but deemed by the investment adviser
pursuant to guidelines adopted by the Board of Directors, to be of comparable
quality to securities described in (1) and (2) and to present minimal credit
risks.

A First Tier Security is any Eligible Security which qualifies as such
because it carries (or other relevant securities issued by its issuer carry) top
NRSRO ratings (a single top rating is sufficient if only one NRSRO rates the
security) or has been determined, pursuant to guidelines adopted by the Board of
Directors, to be of comparable quality to such a security. A Second Tier
Security is any other Eligible Security.

The Money Fund will limit its investments in the First Tier Securities of
any one issuer to no more than five percent of its assets. (Repurchase
agreements collateralized by non-Government securities will be taken into
account when making this calculation.) Moreover, the Money Fund's total holdings
of Second Tier Securities will not exceed 5% of its assets, with investment in
the Second Tier Securities of any one issuer being limited to the greater of 1%
of the Fund's assets or $1 million. In addition, the underlying securities
involved in repurchase agreements collateralized by non-Government securities
will be First Tier Securities at the time the repurchase agreements are
executed.

Notwithstanding the foregoing investment restrictions, the Overseas Fund
and the Gold Fund may purchase securities pursuant to the exercise of
subscription rights, provided that such purchase will not result a Fund's
ceasing to be a diversified investment company. Japanese and European
corporations frequently issue additional capital stock by means of subscription
rights offerings to existing shareholders at a price substantially below the
market price of the shares. The failure to exercise such rights would result in
a Fund's interest in the issuing company being diluted. The market for such
rights is not well developed in all cases and, accordingly, a Fund may not
always realize full value on the sale of rights. The exception applies in cases
where the limits set forth in the investment restrictions would otherwise be
exceeded by exercising rights or would have already been exceeded as a result of
fluctuations in the market value of a Fund's portfolio securities with the
result that a Fund would be forced either to sell securities at a time when it
might not otherwise have done so, or to forego exercising the rights.

TOTAL RETURN. From time to time the International Fund, the Overseas Fund
and the Gold Fund advertise their average annual total return. During the one
year period ended March 31, 1999, average annual rates of return were (6.44)%,
(3.23)% and (25.45)%, for the International Fund (formerly SoGen International
Fund, Inc.) Class A shares, the Overseas Fund Class A shares and the Gold Fund,
respectively. Quotations of average annual returns for each Fund will be
expressed in terms of the average annual compounded rates of return of a
hypothetical investment in each Fund over periods of 1, 5 and 10 years (up to
the life of the Fund), calculated pursuant to the following formula:
P(1+T)(n)=ERV (where P = a hypothetical initial payment of $1000, T = the
average annual return, n = the number of years, and ERV = the ending redeemable
value of a hypothetical $1000 payment made at the beginning of the period). This
calculation assumes deduction of a proportional share of Fund expenses on an
annual basis and deduction of the maximum sales charge of 3.75% on the amount
initially invested, and assumes reinvestment of all income dividends and capital
gains distributions during the period.

17
<PAGE> 60

Under the same assumptions utilized in the preceding calculation, an
investment in the International Fund (formerly SoGen International Fund, Inc.)
Class A shares over the ten year period from March 31, 1990 to March 31, 1999
would have increased at an average annual compounded rate of return of 10.02%,
an investment in the Overseas Fund Class A shares over the five year period from
March 31, 1994 to March 31, 1999 would have increased at an average annual
compounded rate of return of 7.79%, and an investment in the Gold Fund shares
over the one year period from March 31, 1998 to March 31, 1999 would have
decreased at an average annual compounded rate of 11.81%.

CURRENT YIELD AND EFFECTIVE YIELD. From time to time the Money Fund may
advertise its current yield and effective yield. Current yield will be based on
income per share received by a hypothetical investment over a given 7-day period
(less expenses accrued during the period) and then "annualized" (i.e., assuming
that the 7-day yield would be received over 52 weeks, stated in terms of an
annual percentage return on the investment). Effective yield is calculated in a
manner similar to that used to calculate current yield, but when annualized, the
income earned by an investment in the Money Fund is assumed to be reinvested.
The effective yield will be slightly higher than the current yield because of
this assumed reinvestment. The Money Fund's current and effective 7-day yields
for the seven days ended March 31, 1999 were 4.59% and 4.70%, respectively.
Current yield and effective yield for the Money Fund will vary based on changes
in market conditions, the level of interest rates and the level of the Fund's
expenses and no reported yield figures should be considered an indication of the
performance that may be expected in the future.

COMPARISON OF PORTFOLIO PERFORMANCE. From time to time the Company may
discuss in sales literature and advertisements, specific performance grades or
rankings or other information as published by recognized grades or rankings or
other information as published by recognized mutual fund statistical services,
such as Morningstar, Inc. or Lipper Analytical Services, Inc., or by
publications of general interest such as Barron's, Business Week, Financial
World, Forbes, Fortune, Kiplinger's Personal Finance, Money, Morningstar Mutual
Funds, Smart Money, The Wall Street Journal or Worth.

PORTFOLIO TURNOVER. Although the International Fund, the Overseas Fund
and the Gold Fund will not make a practice of short-term trading, purchases and
sales of securities will be made whenever appropriate, in the investment
adviser's view, to achieve a Fund's investment objective. The rate of portfolio
turnover is calculated by dividing the lesser of the cost of purchases or the
proceeds from sales of portfolio securities (excluding short-term U.S.
government obligations and other short-term investments) for the particular
fiscal year by the monthly average of the value of the portfolio securities
(excluding short-term U.S. government obligations and short-term investments)
owned by a Fund during the particular fiscal year. The rate of portfolio
turnover is not a limiting factor when management deems portfolio changes
appropriate to achieve a Fund's stated objective. However, it is possible that,
under certain circumstances, a Fund may have to limit its short-term portfolio
turnover to permit it to qualify as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code").

18
<PAGE> 61

MANAGEMENT OF THE COMPANY

The business of the Company is managed by its Board of Directors which
elects officers responsible for the day to day operations of the Funds and for
the execution of the policies formulated by the Board of Directors. Several of
the Directors and officers of the Company are Directors or officers of SGAM
Corp. or Societe Generale, Paris, France, the indirect owner of one hundred
percent (100%) of the outstanding voting securities of SGAM Corp. Jean-Marie
Eveillard, the President and a Director of the Company, owns 100% of SGAM
Corp.'s non-voting Series B common stock which represents 19.9% of the total
capital of SGAM Corp.

The following table sets forth the principal occupation or employment of
the members of the Board of Directors and principal officers of the Company.
Each of the following persons is also a Director and/or officer of SoGen
Variable Funds, Inc.

<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION
NAME (AGE) AND ADDRESS WITH THE COMPANY DURING PAST FIVE (5) YEARS
---------------------- ---------------- --------------------------
<S> <C> <C>
Philippe Collas,49,*....... Chairman of the Head of Asset Management at
2 Place de la Coupole Board and Societe Generale since
92078 Paris La Defense Director September 1995. Head of
Cedex Human Resource
France Management at Societe
Generale from prior to
1994.

Jean-Marie Eveillard, President and Director and President or
59,*(1)................. Director Executive Vice President
1221 Avenue of the of SGAM Corp. from prior
Americas to 1994.
New York, NY 10020

Fred J. Meyer, 68, (2)..... Director Vice Chairman of Omnicom
437 Madison Avenue Group, Inc. from 1998.
New York, NY 10022 Chief Financial Officer
of Omnicom Group Inc.
from prior to 1994 to
1998. Director of
Novartis Corporation,
and Zurich-American
Insurance Cos.

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

Nathan Snyder, 64,(1)(2)... Director Independent Consultant from
163 Parish Rd. S. prior to 1994.
New Canaan, CT 06840

Philip J. Bafundo, 36,..... Vice President, Secretary and Treasurer,
1221 Avenue of the Secretary and SGAM Corp. from prior to
Americas Treasurer 1994. Certified Public
New York, NY 10020 Accountant (New York).
</TABLE>

19
<PAGE> 62

<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION
NAME (AGE) AND ADDRESS WITH THE COMPANY DURING PAST FIVE (5) YEARS
---------------------- ---------------- --------------------------
<S> <C> <C>
Edwin S. Olsen, 59,*....... Vice President Vice President, SG Cowen
1221 Avenue of the Securities Corporation
Americas from prior to 1994.
New York, NY 10020

Elizabeth Tobin, 45,*...... Vice President Senior Vice President, SGAM
1221 Avenue of the Corp. since 1998,
Americas Associate Portfolio
New York, NY 10020 Manager from December
1996, Securities
Analyst, SGAM Corp. from
prior to 1994 to 1996.

Charles de Vaulx, 37,*..... Vice President Senior Vice President, SGAM
1221 Avenue of the Corp. since 1998,
Americas Associate Portfolio
New York, NY 10020 Manager from December
1996, Securities
Analyst, SGAM Corp. from
prior to 1994 to 1996.
</TABLE>

- ---------------
* An "interested person" of the Company as defined in the 1940 Act.

(1) Member of the Executive Committee. When the Board of Directors is not in
session, the Executive Committee may generally exercise most of the powers
of the Board of Directors.

(2) Member of the Audit Committee.

The Company makes no payments to any of its officers for services. However,
currently each of the Company's Directors who are not officers or employees of
SGAM Corp., FDI or Societe Generale are paid by the Company an annual fee of
$12,000 and a fee of $2,000 for each meeting of the Company's Board of Directors
and for each meeting of any Committee of the Board that they attend (other than
those held by telephone conference call). Each Director is reimbursed by the
Company for any expenses he may incur by reason of attending such meetings or in
connection with services he may perform for the Company. During the fiscal year
ended March 31, 1999, an aggregate of $100,000 was paid or accrued for
Directors' fees and expenses by the Company. See Note 2 of Notes to the
Financial Statements on page 32 of the Company's Annual Report to Shareholders
for a description of various transactions during the Company's most recent
fiscal year between the Company and its Directors and affiliates of its
Directors.

COMPENSATION OF DIRECTORS AND CERTAIN OFFICERS. The following table sets
forth information regarding compensation of Directors by the Company and by the
fund complex of which the Company is a part for the fiscal year ended March 31,
1999. Officers of the Company and Directors who are interested persons of the
Company do not receive any compensation from the Company of any other fund in
the fund complex which is a U.S. registered investment company. In the column
headed "Total Compensation From Registrant and Fund Complex Paid to Directors,"
the number in parentheses indicates the total number of boards in the fund
complex on which the Director served as of March 31, 1999.

20
<PAGE> 63

COMPENSATION TABLE
FISCAL YEAR ENDED MARCH 31, 1999

<TABLE>
<CAPTION>
TOTAL
PENSION OR COMPENSATION
RETIREMENT FROM
BENEFITS ESTIMATED REGISTRANT
AGGREGATE ACCRUED ANNUAL AND FUND
COMPENSATION AS PART BENEFITS COMPLEX
FROM OF FUND UPON PAID TO
NAME OF PERSON, POSITION REGISTRANT EXPENSES RETIREMENT DIRECTORS
------------------------ ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C>
Philippe Collas**, Director and
Chairman..................... $ -- N/A N/A $ --
Jean-Marie Eveillard**, Director
and President................ $ -- N/A N/A $ --
Fred J. Meyer*, Director........ $32,000 N/A N/A $42,000(2)
Dominique Raillard*, Director... $22,400 N/A N/A $29,400(2)
Nathan Snyder*, Director........ $36,000 N/A N/A $48,000(2)
</TABLE>

- ---------------
* Member of the Audit Committee.

** "Interested person" of the Company as defined in the 1940 Act because of the
affiliation with SGAM Corp., the Fund's investment adviser.

As of June 30, 1999, the Directors and officers of the Company, as a group,
owned 3.01% and 18.46% of the shares of SoGen Gold Fund and SoGen Money Fund,
respectively. As of such date, the Directors and officers of the Company, as a
group, owned less than 1% of the outstanding shares of capital stock of each of
SoGen International Fund and SoGen Overseas Fund.

As of June 30, 1999, the Company knows of no person who owns beneficially
more than 5% of the capital stock of any Fund, other than the following:

SoGen Money Fund

Jean Marie Eveillard & Elizabeth M. Eveillard

3 East 84th Street

New York, NY 10028-0407

18.38%

As of June 30, 1999, the Company knows of no person who owns of record more
than 5% of the capital stock of any Fund, other than the following:

SoGen International Fund

Charles Schwab & Co., Inc.

101 Montgomery Street

San Francisco, CA 94104-4122

8.00%

21
<PAGE> 64

SoGen Overseas Fund

Charles Schwab & Co., Inc.

101 Montgomery Street

San Francisco, CA 94104-4122

24.57%

The Northern Trust Company

FBO Phycor Savings Plan DV

P.O. Box 92956

Chicago, IL 60675-9256

5.12%

SoGen Gold Fund

Charles Schwab & Co., Inc.

101 Montgomery Street

San Francisco, CA 94104-4122

8.43%

SoGen Money Fund

Bear Stearns Securities Corp.

1 Metrotech Center North

Brooklyn, NY 11201-3870

29.15%

While the Company is a Maryland corporation, certain of its Directors and
officers are non-residents of the United States and may have all, or a
substantial part, of their assets located outside the United States. None of the
officers or Directors has authorized an agent for service of process in the
United States. As a result, it may be difficult for U.S. investors to effect
service of process upon non-U.S. Directors or officers within the United States
or effectively to enforce judgments of courts of the United States predicated
upon civil liabilities of such officers or Directors under the federal
securities laws of the United States.

INVESTMENT ADVISER AND OTHER SERVICES

As described in the Company's Prospectus, SGAM Corp. is the Company's
investment adviser and, as such, manages the International Fund, the Overseas
Fund, the Gold Fund and the Money Fund. SGAM Corp. was incorporated in Delaware
in February 1990, and is indirectly owned by Societe Generale, one of France's
largest banks.

The persons named below are affiliated with the Company and are also
affiliated persons of SGAM Corp. or Societe Generale. The capacity in which such
persons are affiliated with the Company and SGAM Corp. or Societe Generale is
also indicated.

22
<PAGE> 65

<TABLE>
<CAPTION>
OFFICE HELD OFFICE HELD WITH SGAM CORP.,
NAME WITH THE COMPANY SOCIETE GENERALE
- ---- ---------------- ----------------------------
<S> <C> <C>
Philippe Collas......... Chairman of the Board Head of Asset Management,
and Director Societe Generale.
Chairman of the Board and
Director, SGAM Corp.
Jean-Marie Eveillard.... President and Director President and Director, SGAM
Corp.
Philip J. Bafundo....... Vice President, Secretary and Treasurer,
Secretary and Treasurer SGAM Corp.
Charles de Vaulx........ Vice President Senior Vice President and
Associate Portfolio
Manager, SGAM Corp.
Edwin S. Olsen.......... Vice President Vice President, SG Cowen
Securities Corporation
Elizabeth Tobin......... Vice President Senior Vice President and
Associate Portfolio
Manager, SGAM Corp.
</TABLE>

Under its investment advisory contracts with the Company, which became
effective August 17, 1993 (in the case of SoGen Overseas Fund, SoGen Gold Fund
and SoGen Money Fund) and July 31, 1998 (in the case of SoGen International
Fund), SGAM Corp. furnishes the Company with investment advice consistent with
each Fund's stated investment objective. SGAM Corp. also furnishes the Company
with office space and certain facilities required for the business of the Funds,
and statistical and research data, and pays any compensation and expenses of the
Company's officers. Until July 31, 1998, SGAM Corp. provided substantially
similar services for SoGen International Fund, Inc. pursuant to an investment
advisory contract which became effective April 26, 1990 and was amended on July
10, 1992. Pursuant to an Agreement and Plan of Merger dated April 27, 1998,
SoGen International Fund, Inc. became a portfolio of the Company. The Company
adopted a new investment advisory contract, on behalf of SoGen International
Fund, with SGAM Corp. on substantially the same terms as the previous investment
advisory contract in effect for SoGen International Fund, Inc.

In return for the services listed above, each Fund pays SGAM Corp. a fee at
the annual rate of the average daily value of the Fund's net assets as follows:

<TABLE>
<S> <C>
International Fund................... 1.00% of the first $25 million and
0.75% of the excess over $25 million
Overseas Fund........................ 0.75%
Gold Fund............................ 0.75%
Money Fund........................... 0.40%
</TABLE>

23
<PAGE> 66

Advisory fees are paid monthly, except that advisory fees for the
International Fund are paid quarterly. The annual fee rates listed above for the
International Fund, the Overseas Fund and the Gold Fund, respectively, are
higher than the rate of fees paid by most U.S. mutual funds that invest
primarily in domestic equity securities. The Company believes, however, that the
advisory fee rates are not higher than the rate of fees paid by most other
mutual funds that invest significantly in foreign equity securities.

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. No advisory fee waiver or expense reimbursement for SoGen Money
Fund was required for the year ended March 31, 1999; however, 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 fiscal year ended 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. For 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 ended March 31, 1997, SoGen International Fund, SoGen
Overseas Fund and SoGen Gold Fund paid investment advisory fees in the amount of
$26,404,805, $5,899,446 and $449,545, respectively. For the same period, $38,752
of the investment advisory fee of $43,519 for SoGen Money Fund was waived by
SGAM Corp.

Under the investment advisory contracts between the Company and SGAM Corp.,
the investment adviser is responsible for the management of each of the Funds'
portfolios and constantly reviews their holdings in the light of its own
research analyses and those of other relevant sources. Reports of portfolio
transactions are given regularly to the Directors of the Company, who review
each Fund's portfolio at meetings held four times a year.

Under the terms of the investment advisory contracts, a Fund will
discontinue the use of the term "SoGen" in a Fund's name or the use of any marks
or symbols owned by the investment adviser if the investment adviser ceases to
act as a Fund's investment adviser or if the investment adviser so requests.

As of the date of this Statement of Additional Information, SGAM Corp. did
not own any shares of the Company.

A Fund may, with the approval of the Company's Board of Directors, from
time to time enter into arrangements with institutions to provide sub-transfer
agent services and other related services where a number of persons hold Fund
shares through one account registered with the Fund's transfer agent, DST
Systems, Inc. ("DST") in the name of that institution. Under those arrangements,
a Fund may compensate the institution rendering such services on a per
sub-account basis.

24
<PAGE> 67

DISTRIBUTION OF THE FUNDS' SHARES

The Company and FDI have entered into an underwriting contract pursuant to
which FDI offers, as agent, shares of each Fund to investors, either directly or
through selected securities dealers, in states and countries in which a Fund's
shares are qualified and in which FDI is qualified as a dealer or where such
qualification is not required.

Pursuant to the Distribution Plan and Agreement (the "Plan") between the
Company and FDI, adopted by the International Fund (on behalf of its Class A
shares), the Overseas Fund (on behalf of its Class A shares) and the Gold Fund
in accordance with the provisions of Rule 12b-1 under the Investment Company Act
of 1940, each participating class of shares of a Fund may pay FDI a quarterly
distribution fee of up to, on an annual basis, 0.25% of the average daily net
asset value attributable to that class of shares. Under the Plan, FDI must apply
the full amount of fees received from a Fund to the payment of fees to dealers
for their assistance in the sale of the shares of the participating class of the
Fund and for the provision to shareholder services and for other distribution
related expenses such as the payment of advertising costs and the payment for
the preparation, printing and distribution of prospectuses to investors. For the
fiscal year ended March 31, 1999, the Company paid SG Cowen Securities
Corporation ("SG Cowen"), its previous principal underwriter, $9,494,471
pursuant to the predecessor Plan, $2,278,408 of which was paid by SG Cowen to
Societe Generale and subsidiaries of Societe Generale. FDI and SGAM Corp. bear
the Company's distribution costs to the extent they exceed payments under the
Plan. The Class I shares of the International Fund, the Class I shares of the
Overseas Fund and the Money Fund do not participate in the Plan.

Substantially all of the amounts paid to FDI under the Plan (and the
Distribution Plan) are paid to dealers selling shares of the Funds, including
Societe Generale and certain of its subsidiaries, for their assistance in
selling shares of the Funds. A dealer selling shares normally receives a fee,
calculated on a quarterly basis, equal to 0.25% of the average daily net asset
value attributable to the participating classes of shares of a Fund held by the
dealer's customers. SG Cowen has retained $2,206,097 of the amount paid to it
pursuant to the predecessor Plan with respect to the fiscal year ended March 31,
1999, as reimbursement for expenses incurred in promoting the sale of the
Company's shares, including printing and distribution of prospectuses and sales
literature for advertising. Distribution expenses incurred in any fiscal year
which are not reimbursed from payments under the Plan accrued in such fiscal
year will not be carried over for payment under the Plan in any subsequent year.

The Plan provides that it will continue in effect only so long as its
continuance is approved at least annually by the directors of the Company and by
the directors who are not interested persons of the Company and who have no
direct or indirect financial interest in the operation of the Plan or in any
agreements relating to the Plan (the "Independent Directors"). In the case of an
agreement relating to the Plan, the Plan provides that such agreement may be
terminated, without penalty, by a vote of a majority of the Independent
Directors, or, as to a Fund, by a majority of the Fund's outstanding voting
securities on 60 days' written notice to FDI, and provides further that such
agreement will automatically terminate in the event of its assignment. The Plan
also states that it may not be amended to increase the maximum amount of the
payments thereunder without the approval of a majority of the outstanding voting
securities (as defined on page 15) of a Fund.

25
<PAGE> 68

No material amendment to the Plan will, in any event, be effective unless it is
approved by a vote of the Directors and the Independent Directors of the
Company.

When the Company seeks an Independent Director to fill a vacancy on the
Board or as an addition to the Board or as a nominee for election by
stockholders, the selection or nomination of the Independent Director is, under
resolutions adopted by the Directors contemporaneously with their adoption of
the Plan, committed to the discretion of the Independent Directors.

With respect to fiscal year ended March 31, 1999, SG Cowen, Societe
Generale (including subsidiaries) and SGAM Corp. received commissions and other
compensation in connection with operation of the Company and as follows:

SoGen Funds, Inc.

<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
NET
UNDERWRITING
DISCOUNTS
AND COMMISSIONS ON
NAME OF PRINCIPAL DEALER REPURCHASES OR BROKERAGE OTHER
UNDERWRITER OR AFFILIATE COMMISSIONS REDEMPTIONS COMMISSIONS COMPENSATION
------------------------ ------------ -------------- ----------- ------------
<S> <C> <C> <C> <C>
SG Cowen...................... $411,546 $0 $170,726 $ 9,494,471*
Societe Generale (including
subsidiaries).............. $ 13,990 $0 $ 61,725 $22,782,408**
SGAM Corp..................... $ 0 $0 $ 0 $29,040,276***
</TABLE>

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

* For the period reported, the Company's distribution fee paid or payable to
SG Cowen pursuant to the Plan. Substantially all of such amount was paid or
will be paid to dealers, including Societe Generale and certain
subsidiaries, selling shares of the Company.

** Amounts paid to Societe Generale as a dealer of the Company's shares
pursuant to the Plan, which amount is included in the $9,494,471 paid to SG
Cowen under the Plan.

*** The Company's investment advisory fee paid or payable to SGAM Corp. for the
fiscal year ended March 31, 1999.

During the three years ended March 31, 1997, 1998 and 1999, the aggregate
amount of sales charges on sales of the Company's shares was $2,098,953,
$1,523,084, and $1,969,898, respectively. Sales charges for the fiscal year
ended March 31, 1999 are higher because they reflect sales charges on sales of
shares of SoGen International Fund, which became a series of the Company
pursuant to an Agreement and Plan of Merger dated April 27, 1998.

During the years ended March 31, 1997 and 1998, SG Cowen received net
underwriting discounts and dealer commissions of $462,833, and $285,064,
respectively, and Societe Generale received dealer commissions of $8,694 and
$2,742, respectively.

During the two years ended March 31, 1997 and 1998, the aggregate amount of
sales charges on sales of SoGen International Fund, Inc.'s shares was
$14,480,187 and $7,485,957, respectively. During the years ended March 31, 1997
and 1998, SG Cowen received net underwriting discounts and dealer commissions of
$2,670,354 and $1,208,699, respectively, and Societe Generale received dealer
discounts of $126,060 and $52,682, respectively.

26
<PAGE> 69

The investment advisory and underwriting contracts continue in effect from
year to year so long as the continuance of each contract is specifically
approved at least annually by the Board of Directors or by a vote of a majority
of the outstanding voting securities of each Fund (as defined on page 15). In
addition, the terms of each contract and the renewals thereof must be approved
annually by the vote of a majority of the directors who are not "interested
persons" (as defined in the 1940 Act) of SGAM Corp., FDI or the Company. Each
contract will terminate automatically in the event of its assignment (as defined
in the 1940 Act) and may be terminated, without penalty, on sixty days' written
notice at the option of either party thereto or by a vote of a majority of the
outstanding voting securities of a Fund.

COMPUTATION OF NET ASSET VALUE

Each Fund computes its net asset value once daily as of the close of
trading on each day the New York Stock Exchange is open for trading. The
Exchange is closed on the following days: New Year's Day, Rev. Dr. Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. The net asset value per share is
computed by dividing the total current value of the assets of a Fund, less its
liabilities, by the total number of shares outstanding at the time of such
computation.

The Money Fund values its portfolio instruments at amortized cost, which
means that they are valued at their acquisition cost, as adjusted for
amortization of premium or discount, rather than at current market value.
Calculations are made to compare the value of the Fund's investments valued at
amortized cost with market values. Market valuations are obtained by using
actual quotations provided by market makers, estimates of market value, or
values obtained from yield data relating to classes of money market instruments
published by reputable sources at the mean between the bid and asked prices for
the instruments. The amortized cost method of valuation seeks to maintain a
stable $1.00 per share net asset value even where there are fluctuations in
interest rates that affect the value of portfolio instruments. Accordingly, this
method of valuation can in certain circumstances lead to a dilution of a
shareholder's interest. If a deviation of 1/2 of 1% or more were to occur
between the net asset value per share calculated by reference to market values
and the Money Fund's $1.00 per share net asset value or if there were any other
deviation which the Board of Directors believed would result in a material
dilution to shareholders or purchasers, the Board of Directors would promptly
consider what action, if any, should be initiated. If the Money Fund's net asset
value per share (computed using market values) declined, or were expected to
decline, below $1.00, the Board of Directors might temporarily reduce or suspend
dividend payments in an effort to maintain the net asset value at $1.00 per
share. As a result of such reduction or suspension of dividends or other action
by the Board of Directors, an investor would receive less income during a given
period than if such a reduction or suspension had not taken place. Such action
could result in investors receiving no dividend for the period during which they
hold their shares and receiving, upon redemption, a price per share lower than
that which they paid. On the other hand, if the Money Fund's net asset value per
share (computed using market values) were to increase, or were anticipated to
increase above $1.00, the Board of Directors might supplement dividends in an
effort to maintain the net asset value at $1.00 per share.

27
<PAGE> 70

A portfolio security, other than a bond, which is traded on a U.S. national
securities exchange or a securities exchange abroad is normally valued at the
price of the last sale on the exchange as of the close of business on the date
on which assets are valued. If there are no sales on such date, such portfolio
securities will be valued at the mean between the closing bid and asked prices.
Securities, other than bonds, traded in the over-the-counter market are valued
at the mean between the last bid and asked prices prior to the time of
valuation, except if such unlisted security is among the NASDAQ designated "Tier
1" securities in which case it is valued at its last sale price. All bonds,
whether listed on an exchange or traded in the over-the-counter market, for
which market quotations are readily available are valued at the mean between the
last bid and asked prices received from dealers in the over-the-counter market
in the United States or abroad, except that when no asked price is available,
bonds are valued at the last bid price alone. Short-term investments maturing in
sixty days or less are valued at cost plus interest earned, which approximates
value. Securities for which current market quotations are not readily available
are valued at fair value as determined in good faith by the Company's Board of
Directors. A make-up sheet showing the computation of the total offering price,
using as a basis the value of the Company's portfolio securities and other
assets and its outstanding securities as of March 31, 1999, appears as the
Statement of Assets and Liabilities for the Company.

HOW TO PURCHASE SHARES

The methods of buying and selling shares and the sales charges applicable
to purchases of shares of a Fund are described in the Company's Prospectus.

As stated in the Prospectus, shares of the International Fund, the Overseas
Fund and the Gold Fund may be purchased at net asset value by various persons
associated with the Company, FDI, SGAM Corp., branches of Societe Generale,
certain firms providing services to the Company or affiliates thereof for the
purpose of promoting good will with employees and others with whom the Company
has business relationships, as well as in other special circumstances. Shares
are offered to other persons at net asset value in circumstances where there are
economies of selling efforts and sales related expenses with respect to offers
to certain investors.

TAX STATUS

Each Fund intends to qualify annually as a "regulated investment company"
under the Code. In order to qualify as a regulated investment company for a
taxable year, a Fund must, among other things, (a) derive at least 90% of its
gross income from dividends, interest, payments with respect to securities
loans, gains from the sale or other disposition of stock, securities or foreign
currencies and other income derived with respect to the business of investing in
such stock, securities or currencies; (b) diversify its holdings so that, at the
end of each fiscal quarter, (i) at least 50% of the market value of its assets
is represented by cash, cash items, U.S. government securities, securities of
other regulated investment companies and other securities, with such other
securities of any one issuer qualifying only if the Fund's investment is limited
to an amount not greater than 5% of the Fund's assets or 10% of the voting
securities of the issuer, and (ii) not more than 25% of the value of its assets
is invested in the securities of any one issuer (other than U.S. government
securities or securities of other regulated investment companies); and (c)
distribute at least 90% of

28
<PAGE> 71

its investment company taxable income (which includes, among other items,
dividends, interest and net short-term capital gains in excess of net long-term
capital losses) for the year.

As a regulated investment company, each Fund generally will not be subject
to U.S. federal income tax on its investment company taxable income and net
capital gains (the excess of net long-term capital gains over net short-term
capital losses), if any, that it distributes to shareholders. Each Fund intends
to distribute to its shareholders, at least annually, substantially all of its
investment company taxable income and net capital gains. Amounts not distributed
on a timely basis in accordance with a calendar year distribution requirement
are subject to a non-deductible 4% excise tax. To prevent imposition of the
excise tax, each Fund must distribute during each calendar year an amount equal
to the sum of (1) at least 98% of its ordinary income (not taking into account
any capital gains or losses) for the calendar year, (2) at least 98% of its
capital gains in excess of its capital losses (adjusted for certain ordinary
losses) for the one-year period ending on October 31 of the calendar year, and
(3) any ordinary income and capital gains for previous years that were not
distributed during those years. A distribution will be treated as paid on
December 31 of the current calendar year if it is declared by a Fund in October,
November or December with a record date in such a month and paid by the Fund
during January of the following calendar year. Such distributions will be
taxable to shareholders in the calendar year in which the distributions are
declared, rather than the calendar year in which the distributions are received.
To prevent application of the excise tax, each Fund intends to make its
distributions in accordance with the calendar year distribution requirement.

Different tax treatment, including a penalty on pre-retirement
distributions, is accorded accounts maintained as IRAs. Shareholders should
consult their tax advisors for more information.

Dividends paid out of a Fund's investment company taxable income will be
taxable to a U.S. shareholder as ordinary income. To the extent that a portion
of a Fund's income consists of dividends paid by U.S. corporations, a portion of
the dividends paid by the Fund may be eligible for the corporate
dividends-received deduction. It is expected that a small portion of the
dividends paid by the International Fund, the Overseas Fund and the Gold Fund
will so qualify. Distributions of net capital gains, if any, designated as
capital gains distributions are taxable to individual shareholders at a maximum
20% capital gains rate, regardless of how long the shareholder has held the
Fund's shares, and are not eligible for the dividends-received deduction.
Shareholders receiving distributions in the form of additional shares, rather
than cash, generally will have a cost basis in each such share equal to the net
asset value of a share of the Fund on the reinvestment date. Shareholders will
be notified annually as to the U.S. federal tax status of distributions, and
shareholders receiving distributions in the form of additional shares will
receive a report as to the net asset value of those shares.

Investments by a Fund in zero coupon securities will result in income to
the Fund equal to a portion of the excess of the face value of the securities
over their issue price (the "original issue discount") each year that the
securities are held, even though the Fund receives no interest payments. This
income is included in determining the amount of income which the Fund must
distribute to maintain its status as a regulated investment company and to avoid
the payment of federal income tax and the 4% excise tax. If a Fund invests in
certain high yield original issue discount obligations issued by U.S.
corporations, a portion of the original issue discount accruing

29
<PAGE> 72

on such an obligation may be eligible for the corporate dividends-received
deduction. In such event, a portion of the dividends of investment company
taxable income received from the Fund by its corporate shareholders may be
eligible for this corporate dividends-received deduction if so designated by the
Fund in a written notice to shareholders. For the fiscal year ended March 31,
1998, the percentages of net investment income that qualified for the
dividends-received deduction for the International Fund, the Overseas Fund, Gold
Fund and Money Fund were 6.79%, 0.34%, 28.96% and 0.00%, respectively.

Certain foreign currency contracts in which the International Fund, the
Overseas Fund and the Gold Fund may invest are "section 1256 contracts." Gains
or losses on section 1256 contracts generally are considered 60% long-term and
40% short-term capital gains or losses; however, foreign currency gains or
losses (as discussed below) arising from certain section 1256 contracts may be
treated as ordinary income or loss. Also, section 1256 contracts held by a Fund
at the end of each taxable year (and, generally, for purposes of the 4% excise
tax, on October 31 of each year) are "marked-to-market" (that is, treated as
sold at fair market value), resulting in unrealized gains or losses being
treated as though they were realized.

Generally, the hedging transactions undertaken by the International Fund,
the Overseas Fund and the Gold Fund may result in "straddles" for U.S. federal
income tax purposes. The straddle rules may affect the character of gains (or
losses) realized by these Funds. In addition, losses realized by these Funds on
positions that are part of a straddle may be deferred under the straddle rules,
rather than being taken into account in calculating the taxable income for the
taxable year in which the losses are realized. Because only a few regulations
implementing the straddle rules have been promulgated, the tax consequences to
these Funds of engaging in hedging transactions are not entirely clear. Hedging
transactions may increase the amount of short-term capital gains realized by a
Fund which is taxed as ordinary income when distributed to shareholders.

The International Fund, the Overseas Fund and the Gold Fund may make one or
more of the elections available under the Code which are applicable to
straddles. If any of these Fund makes any of the elections, the amount,
character and timing of the recognition of gains or losses from the affected
straddle positions will be determined under rules that vary according to the
election(s) made. The rules applicable under certain of the elections may
operate to accelerate the recognition of gains or losses from the affected
straddle positions.

Because the straddle rules may affect the character of gains or losses,
defer losses and/or accelerate the recognition of gain or losses from the
affected straddle positions, the amount which may be distributed to
shareholders, and which will be taxed to them as ordinary income or long-term
capital gains, may be increased or decreased as compared to a fund that did not
engage in such hedging transactions.

Notwithstanding any of the foregoing, a Fund may recognize gain (but not
loss) from a constructive sale of certain "appreciated financial positions" if
the Fund enters into a short sale, offsetting notional principal contract or
forward contract transaction with respect to the appreciated position or
substantially identical property. Appreciated financial positions subject to
this constructive sale treatment are interests (including options and forward
contracts and short sales) in stock, partnership interests, certain actively
traded trust instruments and certain debt

30
<PAGE> 73

instruments. Constructive sale treatment does not apply to certain transactions
closed in the 90-day period ending with the 30th day after the close of the
taxable year, if certain conditions are met.

If a Fund enters into a short sale of property that becomes substantially
worthless, the Fund will recognize gain at that time as though it had closed the
short sale. Future Treasury regulations may apply similar treatment to other
transactions with respect to property that becomes substantially worthless.

Under the Code, gains or losses attributable to fluctuations in exchange
rates which occur between the time a Fund accrues receivables or liabilities
denominated in a foreign currency and the time the Fund actually collects such
receivables, or pays such liabilities, generally are treated as ordinary income
or ordinary loss. Similarly, on disposition of debt securities denominated in a
foreign currency and on disposition of certain foreign currency contracts, gains
or losses attributable to fluctuations in the value of foreign currency between
the date of acquisition of the security or contract and the date of disposition
also are treated as ordinary gain or loss. These gains or losses, referred to
under the Code as "section 988" gains or losses, may increase or decrease the
amount of a Fund's investment company taxable income to be distributed to its
shareholders as ordinary income.

Upon the sale or other disposition of shares of a Fund, a shareholder may
realize a capital gain or loss which may be eligible for reduced federal tax
rates, generally depending upon the shareholder's holding period for the shares.
Any loss realized on a sale or exchange will be disallowed to the extent the
shares disposed of are replaced (including shares acquired pursuant to a
dividend reinvestment plan) within a period of 61 days beginning 30 days before
and ending 30 days after disposition of the shares. In such a case, the basis of
the shares acquired will be adjusted to reflect the disallowed loss. Any loss
realized by a shareholder on a disposition of Fund shares held by the
shareholder for six months or less will be treated as a long-term capital loss
to the extent of any distributions of net capital gains received by the
shareholder with respect to such shares.

Under certain circumstances the sales charge incurred in acquiring shares
of a Fund may not be taken into account in determining the gain or loss on the
disposition of those shares. This rule applies if shares of a Fund are exchanged
within 90 days after the date they were purchased and the new shares are
acquired without a sales charge or at a reduced sales charge. In that case, the
gain or loss recognized on the exchange will be determined by excluding from the
tax basis of the shares exchanged, all or a portion of the amount of the sales
charge that was imposed on the acquisition of those shares. This exclusion
applies to the extent that the otherwise applicable sales charge with respect to
the newly acquired shares is reduced as a result of having incurred the initial
sales charge. The portion of the initial sales charge that is excluded from the
basis of the exchanged shares is instead treated as an amount paid for the new
shares.

The International Fund, the Overseas Fund and the Gold Fund may be subject
to foreign withholding taxes on income and gains derived from their investments
outside the United States. Such taxes would reduce the yield on the Funds'
investments. Tax treaties between certain countries and the United States may
reduce or eliminate such taxes. If more than 50% of the value of a Fund's total
assets at the close of any taxable year consists of stocks or securities of
foreign corporations, the Fund may elect, for U.S. federal income tax purposes,
to treat any foreign country

31
<PAGE> 74

income or withholding taxes paid by the Fund that can be treated as income taxes
under U.S. income tax principles, as paid by its shareholders. For any year that
either Fund makes such an election, each of its shareholders will be required to
include in his income (in addition to taxable dividends actually received) his
allocable share of such taxes paid by the Fund, and will be entitled, subject to
certain limitations, to credit his portion of these foreign taxes against his
U.S. federal income tax due, if any, or to deduct it (as an itemized deduction)
from his U.S. taxable income, if any.

Generally, a credit for foreign taxes is subject to the limitation that it
may not exceed the shareholder's U.S. tax attributable to his foreign source
taxable income. With respect to the International Fund, the Overseas Fund and
Gold Fund, if the pass through election described above is made, the source of
the electing Fund's income flows through to its shareholders. Certain gains from
the sale of securities and certain currency fluctuation gains will not be
treated as foreign source taxable income. In addition, this foreign tax credit
limitation must be applied separately to certain categories of foreign source
income, one of which is foreign source "passive income." For this purpose,
foreign "passive income" includes dividends, interest, capital gains and certain
foreign currency gains. As a consequence, certain shareholders may not be able
to claim a foreign tax credit for the full amount of their proportionate share
of foreign taxes paid by the Fund. The foreign tax credit limitation rules do
not apply to certain electing individual taxpayers who have limited creditable
foreign taxes and no foreign source income other than passive investment-type
income. The foreign tax credit is eliminated with respect to foreign taxes
withheld on dividends if the dividend paying shares are held by the Fund for
less than 16 days (46 days in the case of preferred shares) during the 30-day
period (90-day period for preferred shares) beginning 15 days (45 days for
preferred shares) before the shares become ex-dividend. The foreign tax credit
can be used to offset only 90% of the alternative minimum tax (as computed under
the Code for purposes of this limitation) imposed on corporations and
individuals. If a Fund is not eligible to make the pass-through election
described above, the foreign taxes it pays will reduce its income, and
distributions by the Fund will be treated as U.S. source income. Each
shareholder will be notified within 60 days after the close of the Fund's
taxable year whether, pursuant to the election described above, the foreign
taxes paid by the Fund will be treated as paid by its shareholders for that year
and, if so, such notification will designate (i) such shareholder's portion of
the foreign taxes paid to such country and (ii) the portion of the Fund's
dividends and distributions that represents income derived from sources within
such country.

Investments by a Fund in stock of certain foreign corporations which
generate largely passive investment-type income, or which hold a significant
percentage of assets which generate such income (referred to as "passive foreign
investment companies" or "PFICs"), are subject to special tax rules designed to
prevent deferral of U.S. taxation of the Fund's share of the PFIC's earnings. In
the absence of certain elections to report these earnings on a current basis,
regardless of whether the Fund actually receives any distributions from the
PFIC, a Fund would be required to report certain "excess distributions" from,
and any gain from the disposition of stock of the PFIC, as ordinary income. This
ordinary income would be allocated ratably to a Fund's holding period for the
stock. Any amounts allocated to prior taxable years would be taxable to the Fund
at the highest rate of tax applicable in that year, increased by an interest
charge determined as though the amounts were underpayments of tax. Amounts
allocated to the year of the distribution or

32
<PAGE> 75

disposition would be included in a Fund's net investment income for that year
and, to the extent distributed as a dividend to the Fund's shareholders, would
not be taxable to the Fund.

A Fund may elect to mark to market its foreign investment company stock,
resulting in the stock being treated as sold at fair market value on the last
business day of each taxable year. Any resulting gain would be reported as
ordinary income; any resulting loss and any loss from an actual disposition of
the stock would be reported as ordinary loss to the extent of any net gains
reported in prior years. Alternatively, the Fund may be able to make an
election, in lieu of being taxable in the manner described above, to include
annually in income its pro rata share of the ordinary earnings and net capital
gain of the foreign investment company, regardless of whether it actually
received any distributions from the foreign company. These amounts would be
included in the Fund's investment company taxable income and net capital gain
which, to the extent distributed by the Fund as ordinary or capital gain
dividends, as the case may be, would not be taxable to the Fund. In order to
make this election, the Fund would be required to obtain certain annual
information from the foreign investment companies in which it invests, which in
many cases may be difficult to obtain.

Each Fund may be required to withhold U.S. federal income tax at the rate
of 31% of all taxable distributions payable to shareholders who fail to provide
the Fund with their correct taxpayer identification number or to make required
certifications, or who have been notified by the IRS that they are subject to
backup withholding. Corporate shareholders and certain shareholders specified in
the Code generally are exempt from such backup withholding. Backup withholding
is not an additional tax. Any amounts withheld may be credited against the
shareholder's U.S. federal income tax liability.

Since, at the time of an investor's purchase of a Fund's shares, a portion
of the per share net asset value by which the purchase price is determined may
be represented by realized or unrealized appreciation in the Fund's portfolio or
undistributed income of the Fund, subsequent distributions (or a portion
thereof) on such shares may in reality represent a return of his capital.
However, such a subsequent distribution would be taxable to such investor even
if the net asset value of his shares is, as a result of the distributions,
reduced below his cost for such shares. Prior to purchasing shares of the Fund,
an investor should carefully consider such tax liability which he might incur by
reason of any subsequent distributions of net investment income and capital
gains.

Fund shareholders may be subject to state, local and foreign taxes on their
Fund distributions and redemptions of Fund shares. Also, the tax consequences to
a foreign shareholder of an investment in a Fund may be different from those
described above. Shareholders are advised to consult their own tax advisers with
respect to the particular tax consequences to them of an investment in a Fund.

BROKERAGE ALLOCATION

SGAM Corp. is responsible for selecting members of securities exchanges,
brokers and dealers (such members, brokers and dealers being hereinafter
referred to as "brokers") for the execution of a Fund's portfolio transactions
and, when applicable, the negotiation of commissions in connection therewith.

33
<PAGE> 76

Purchase and sale orders are usually placed with brokers who are selected
by SGAM Corp. as being able to achieve "best execution" of such orders. "Best
execution" means prompt and reliable execution at the most favorable securities
price, taking into account the other considerations as here-in-after set forth.
The determination of what may constitute best execution of a securities
transaction by a broker involves a number of considerations, including, without
limitation, the overall direct net economic result to a Fund (involving both
price paid or received and any commissions and other costs paid), the efficiency
with which the transaction is effected, the ability to effect the transaction at
all where a large block is involved, availability of the broker to stand ready
to execute possibly difficult transactions in the future, and the financial
strength and stability of the broker. Such considerations are judgmental and are
weighed by SGAM Corp. in determining the overall reasonableness of brokerage
commissions. While there is no commitment or understanding to do so, subject to
its policy of obtaining best execution, a Fund may use affiliates of Societe
Generale as brokers in the purchase and sale of securities. For the fiscal years
ended March 31, 1997, 1998 and 1999, the Company paid SG Cowen and affiliates of
Societe Generale $67,054, $69,602, and $232,451, respectively, in such brokerage
commissions for transactions effected on various exchanges. Such commissions
paid for the fiscal year ended March 31, 1999 represented 6.40% of the aggregate
brokerage commissions paid by the Company during such period and was paid in
connection with transactions representing 3.68% of the aggregate dollar amount
of all transactions effected by the Company (including principal transactions
for which no direct brokerage commissions are paid). Brokerage commission for
fiscal year ended March 31, 1999 are higher because they reflect commissions
paid by SoGen International Fund, which became a series of the Company pursuant
to an Agreement and Plan of Merger dated April 27, 1998.

For the fiscal years ended March 31, 1997 and 1998, the SoGen International
Fund, Inc. paid SG Cowen and affiliates of Societe Generale $124,672 and
$103,244, respectively, in such brokerage commissions for transactions effected
on various exchanges.

FDI may not, acting as principal, sell any security or other property to,
or purchase any security or other property from, a Fund, except to the extent
that such purchase or sale may be permitted by an order, rule or regulation of
the Securities and Exchange Commission.

SGAM Corp. is authorized to allocate brokerage and principal business to
brokers other than SG Cowen Securities Corporation (but not excluding other
affiliates of Societe Generale) who have provided brokerage and research
services, as such services are defined in Section 28(e) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), for the Company and/or other
accounts, if any, for which SGAM Corp. exercises investment discretion (as
defined in Section 3(a)(35) of the 1934 Act) and, as to transactions as to which
fixed minimum commission rates are not applicable, to cause a Fund to pay a
commission for effecting a securities transaction in excess of the amount
another broker would have charged for effecting the transaction, if SGAM Corp.
in making the selection in question determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker, viewed in terms of either that particular
transaction or of SGAM Corp.'s overall responsibilities with respect to a Fund
and the other accounts as to which it exercises investment discretion. In
reaching such determination, SGAM Corp. is not required to place or attempt to
place a specific dollar value on the research or execution services of a broker
or on the portion of
34
<PAGE> 77

any commission reflecting either of said services. In demonstrating that such
determinations were made in good faith, SGAM Corp. must be prepared to show that
all commissions were allocated and paid for purposes contemplated by a Fund's
brokerage policy; that the research services provide lawful and appropriate
assistance to SGAM Corp. in the performance of its investment decision-making
responsibilities; and that the commissions paid were within a reasonable range.
The determination that commissions were within a reasonable range will be based
on any available information as to the level of commissions known to be charged
by other brokers on comparable transactions, but there will be taken into
account the Company's policies that (i) obtaining a low commission is deemed
secondary to obtaining a favorable securities price, since it is recognized that
usually it is more beneficial to a Fund to obtain a favorable price than to pay
the lowest commission, and (ii) the quality, comprehensiveness and frequency of
research studies which are provided for SGAM Corp. are useful to SGAM Corp. in
performing its services under the investment advisory contracts with the
Company. Research services provided by brokers to SGAM Corp. are considered to
be in addition to, and not in lieu of, services required to be performed by SGAM
Corp. under such investment advisory contracts. Research services provided by
brokers include written reports, responses to specific inquiries and interviews
with analysts. These services also include invitations to meetings arranged by
such brokers with the management of companies in the Funds' portfolios or in
which the Funds may invest.

Consistent with the Conduct Rules of the National Association of Securities
Dealers, Inc. and subject to obtaining prices at least as favorable as those
provided by other qualified brokers, SGAM Corp. may consider sales of shares of
a Fund as a factor in the selection of brokers to execute portfolio
transactions.

Each Fund has been advised by SGAM Corp. that it may combine brokerage
orders for the Fund with orders from its other clients (including the other
Funds) when placing such orders with brokers for execution. In the event orders
are placed for a Fund and one or more other clients for the purchase or sale of
the same security, the Fund and each such other client may share in each
transaction in the proportion that each customer's order bears to the aggregate
of such orders. The Funds' orders are accorded priority over those received from
SGAM Corp. for its own account or from any of its officers, directors or
employees.

While SGAM Corp. is primarily responsible for the allocation of each Fund's
portfolio transactions to brokers, its polices and practices in this regard must
be consistent with the foregoing and are periodically reviewed by the Company's
Board of Directors. In this connection, the directors periodically review and
discuss with SGAM Corp. the commissions paid by each Fund and, in transactions
where a Fund pays commissions which are in excess of the commissions other
brokers would have charged, SGAM Corp.'s determinations that such higher
commissions are reasonable in relation to the value of the brokerage and
research services. According to the Company's records, the amount of brokerage
commissions paid by the Company during the fiscal year ended March 31, 1999,
which was attributable to research services was $3,265,441, in connection with
transactions amounting to $2,138,310,479. During the fiscal years ended March
31, 1999, 1998 and 1997, the Company paid total brokerage commissions of
$3,632,838, $1,335,957, and $1,028,722, respectively. During the fiscal years
ended March 31, 1998 and 1997, SoGen International Fund, Inc. paid total
brokerage commissions of $2,286,967 and $2,138,878, respectively.

35
<PAGE> 78

CUSTODY OF PORTFOLIO

Domestic portfolio securities of each Fund are held pursuant to a custodian
agreement between the Company and Investors Fiduciary Trust Company, 127 West
10th Street, Kansas City, MO 64105. Certain of such securities may be deposited
in the book-entry system operated by the Federal Reserve System or with the
Depository Trust Company. The Company's sub-custodian, State Street Bank and
Trust, holds domestic securities issued in physical form. Pursuant to a Global
Custody Agreement between the Company and The Chase Manhattan Bank ("Chase"), 4
Chase MetroTech Center, Brooklyn, NY 11245, foreign securities may be held by
certain foreign sub-custodians which are participants in the Global Investor
Services Division of Chase and in certain foreign branches of Chase.

INDEPENDENT AUDITORS

The Company's independent auditors are KPMG LLP, Certified Public
Accountants, 757 Third Avenue, New York, NY 10017. KPMG LLP audits each Fund's
annual financial statements and renders its report thereon, which is included in
the Annual Report to Shareholders.

FINANCIAL STATEMENTS

The Company's financial statements and notes thereto appearing in the March
31, 1999 Annual Report to Shareholders and the report thereon of KPMG LLP,
Certified Public Accountants, appearing therein, are incorporated by reference
in this Statement of Additional Information. The Fund will furnish, without
charge, a copy of the Annual Report to Shareholders on request. All such
requests should be directed to the Secretary of the Fund, at 1221 Avenue of the
Americas, New York, NY 10020.

36
<PAGE> 79

APPENDIX

RATINGS OF INVESTMENT SECURITIES

The rating of a rating service represents the service's opinion as to the
credit quality of the security being rated. However, the ratings are general and
are not absolute standards of quality or guarantees as to the creditworthiness
of an issuer. Consequently, the Funds' investment adviser believes that the
quality of debt securities in which a Fund invests should be continuously
reviewed. A rating is not a recommendation to purchase, sell or hold a security,
because it does not take into account market value or suitability for a
particular investor. When a security has received a rating from more than one
service, each rating should be evaluated independently. Ratings are based on
current information furnished by the issuer or obtained by the ratings services
from other sources which they consider reliable. Ratings may be changed,
suspended or withdrawn as a result of changes in or unavailability of such
information, or for other reasons.

The following is a description of the characteristics of ratings used by
Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Corporation
("S&P").

MOODY'S RATINGS.

Aaa -- Bonds rated Aaa are judged to be the best quality. They carry the
smallest degree of investment risk and are generally referred to as "giltedge."
Interest payments are protected by a large or by an exceptionally stable margin
and principal is secure. Although the various protective elements are likely to
change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such bonds.

Aa -- Bonds rated Aa are judged to be high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa bonds or fluctuation of protective elements may be
of greater amplitude or there may be other elements present which make the
long-term risk appear somewhat larger than in Aaa bonds.

A -- Bonds rated A possess many favorable investment attributes and are to
be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa -- Bonds rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba -- Bonds rated Ba are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

A-1
<PAGE> 80

B -- Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa -- Bonds rated Caa are of poor standing. Such bonds may be in default
or there may be present elements of danger with respect to principal or
interest.

Ca -- Bonds rated Ca represent obligations which are speculative in a high
degree. Such bonds are often in default or have other marked shortcomings.

S&P RATINGS.

AAA -- Bonds rated AAA have the highest rating. Capacity to pay principal
and interest is extremely strong.

AA -- Bonds rated AA have a very strong capacity to pay principal and
interest and differ from AAA bonds only in small degree.

A -- Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.

BBB -- Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay principal and interest for bonds in this capacity
than for bonds in higher rated categories.

BB -- B -- CCC -- CC -- Bonds A-1 -- A-rated BB, B, CCC and CC are
regarded, on balance, as predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal in accordance with the terms of the
obligation.

BB indicates the lowest degree of speculation among such bonds and CC the
highest degree of speculation. Although such bonds will likely have some quality
and protective characteristics, these are outweighed by large uncertainties or
major risk exposures to adverse conditions.

A-2
<PAGE> 81

PART C

OTHER INFORMATION

ITEM 23. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
- -------
<S> <C> <C>
(a)(1) -- Articles of Incorporation of the Registrant.*
(a)(2) -- Articles of Amendment and Restatement.*
(a)(3) -- Articles Supplementary*
(b) -- By-Laws of the Registrant as amended through August 17,
1993.*
(c) -- Specimen Certificates representing shares of Common
Stock($.001 par value).*
(d)(1) -- Investment Advisory Contract between the Registrant and
Societe Generale Asset Management Corp. ("SGAM Corp.")
(Overseas, Gold and Money Funds only)*
(d)(2) -- Investment Advisory Contract between the Registrant and
Societe Generale Asset Management Corp. (International Fund
only)*
(e)(1) -- Underwriting Agreement between the Registrant and Fund
Distributors, Inc. ("FDI")**
(e)(2) -- Form of Selling Group Agreement*
(f) -- Not applicable
(g)(1) -- Custody Agreement between the Registrant and Investors
Fiduciary Trust Company.*
(g)(2) -- Transfer Agency and Registrar Agreement between the
Registrant and DST Systems, Inc.*
(g)(3) -- Global Custody Agreement between the Registrant and The
Chase Manhattan Bank, N.A. ("Chase")*
(g)(4) -- Amendment to Global Custody Agreement between the Registrant
and Chase*
(h) -- Not applicable
(i) -- Opinion and Consent of Dechert Price & Rhoads*
(j) -- Consent of KPMG LLP**
(k) -- Not applicable
(l) -- Investment Representation letter of SGAM Corp.*
(m) -- Rule 12b-1 Distribution Plan and Agreement between the
Registrant and FDI**
(n) -- Financial Data Schedules**
(o) -- Multiple Class Plan pursuant to Rule 18f-3*
(p) -- Power of Attorney of Messrs. Collas*, Eveillard*, Meyer*,
Raillard*, Snyder*
</TABLE>

- ---------------
* Previously filed as an exhibit to the Registration Statement.

** Filed herewith.

C-1
<PAGE> 82

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

None.

ITEM 25. INDEMNIFICATION

Registrant is incorporated under the laws of the State of Maryland and is
subject to Section 2-418 of the Corporations and Associations Article of the
General Corporation Law of the State of Maryland controlling the indemnification
of directors and officers. Since Registrant has its executive offices in the
State of New York, and is qualified as a foreign corporation doing business in
such State, the persons covered by the foregoing statute may also be entitled to
and subject to the limitations of the indemnification provisions of Section
721-726 of the New York Business Corporation Law.

The general effect of these statutes is to protect directors, officers,
employees and agents of the Registrant against legal liability and expenses
incurred by reason of their positions with the Registrant. The statutes provide
for indemnification for liability for proceedings not brought on behalf of the
corporation and for those brought on behalf of the corporation, and in each case
place conditions under which indemnification will be permitted, including
requirements that the indemnified person acted in good faith. Under certain
conditions, payment of expenses in advance of final disposition may be
permitted. The By-Laws of the Registrant make the indemnification of its
directors, officers, employees and agents mandatory subject only to the
conditions and limitations imposed by the above-mentioned Section 2-418 of
Maryland Law and by the provisions of Section 17(h) of the Investment Company
Act of 1940 as interpreted and required to be implemented by SEC Release No.
IC-11330 of September 4, 1980.

In referring in its By-Laws to, and making indemnification of directors
subject to the conditions and limitations of, both Section 2-418 of the Maryland
Law and Section 17(h) of the Investment Company Act of 1940, as amended (the
"1940 Act"), the Registrant intends that conditions and limitations on the
extent of the indemnification of directors and officers imposed by the
provisions of either Section 2-418 or Section 17(h) shall apply and that any
inconsistency between the two will be resolved by applying the provisions of
said Section 17(h) if the condition or limitation imposed by Section 17(h) is
the more stringent. In referring in its By-Laws to SEC Release No. IC-11330 as
the source for interpretation and implementation of said Section 17(h), the
Registrant understands that it would be required under its By-Laws to use
reasonable and fair means in determining whether indemnification of a director
or officer should be made and undertakes to use either (1) a final decision on
the merits by a court or other body before whom the proceeding was brought that
the person to be indemnified ("indemnitee") was not liable to the Registrant or
to its security holders by reason of willful malfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
or her office ("disabling conduct") or (2) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that the indemnitee
was not liable by reason of such disabling conduct, by (a) the vote of a
majority of a quorum of directors who are neither "interested persons" (as
defined in the 1940 Act) of the Registrant nor parties to the proceeding, or (b)
an independent legal counsel in a written opinion. Also, the Registrant will
make advances of attorney's fees or other expenses incurred by a director or
officer in his or her defense only if (in addition to his or

C-2
<PAGE> 83

her undertaking to repay the advance if he or she is not ultimately entitled to
indemnification) (1) the indemnitee provides a security for his or her
undertaking, (2) the Registrant shall be insured against losses arising by
reason of any lawful advances, or (3) a majority of a quorum of the
non-interested, non-party directors of the Registrant, or an independent legal
counsel in a written opinion, shall determine, based on a review of readily
available facts, that there is reason to believe that the indemnitee ultimately
will be found entitled to indemnification.

In addition, the Registrant will maintain a directors' and officers' errors
and omissions liability insurance policy protecting directors and officers
against liability for claims made by reason of any acts, errors or omissions
committed in their capacity as directors of officers. The policy will contain
certain exclusions, among which is exclusion from coverage for active or
deliberate dishonest or fraudulent acts and exclusion for fines or penalties
imposed by law or other matters deemed uninsurable.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

SGAM Corp. is the Registrant's investment adviser. In addition to the
Registrant, SGAM Corp., acts as investment adviser to SoGen Variable Funds, Inc.
and pension funds and sub-adviser to non-affiliated investment funds.

Reference is made to "Management of the Fund" in the Statement of
Additional Information constituting Part B of this Post-Effective Amendment for
a description of the business activities and employment of certain directors and
officers of SGAM Corp. within the last two fiscal years of the Registrant. The
directors of SGAM Corp. not disclosed in Part B are as follows:

<TABLE>
<CAPTION>
NAME AND ADDRESS PRINCIPAL OCCUPATION
---------------- --------------------
<S> <C>
Christian d'Allest................... Director of Foreign Affiliates,
2 Place de la Coupole Societe Generale Asset Management
92078 Paris La Defense Cedex
France
Jean Roger Huet...................... President, New York Branch, Societe
Generale
1221 Avenue of the Americas
New York, NY 10020
</TABLE>

ITEM 27. PRINCIPAL UNDERWRITERS

(a) Funds Distributor, Inc. (the "Distributor") acts as principal
underwriter for the following investment companies.

American Century California Tax-Free and Municipal Funds
American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.

C-3
<PAGE> 84

American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
The Brinson Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Equity Funds, Inc.
Dresdner RCM Investment Funds, Inc.
J.P. Morgan Institutional Funds
J.P. Morgan Funds
JPM Series Trust
JPM Series Trust II
LaSalle Partners Funds, Inc.
Kobrick Investment Trust
Merrimac Series
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds I
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
The Munder Funds, Inc.
National Investors Cash Management Fund, Inc.
Orbitex Group of Funds
SG Cowen Funds, Inc.
SG Cowen Income + Growth Fund, Inc.
SG Cowen Standby Reserve Fund, Inc.
SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
SG Cowen Series Funds, Inc.
St. Clair Funds, Inc.
The Skyline Funds
Waterhouse Investors Family of Funds, Inc.
WEBS Index Fund, Inc.

Funds Distributor is registered with the Securities and Exchange Commission
as a broker-dealer and is a member of the National Association of Securities
Dealers. Funds Distributor is located at 60 State Street, Suite 1300, Boston,
Massachusetts 02109. Funds Distributor is an indirect wholly-owned subsidiary of
Boston Institutional Group, Inc., a holding company all of whose outstanding
shares are owned by key employees.

C-4
<PAGE> 85

(b) The following is a list of the executive officers, directors and
partners of Funds Distributor, Inc.

<TABLE>
<S> <C>
Director, President and Chief -- Marie E. Connolly
Executive Officer
Executive Vice President -- George A. Rio
Executive Vice President -- Donald R. Roberson
Executive Vice President -- William S. Nichols
Senior Vice President, General -- Margaret W. Chambers
Counsel, Chief Compliance
Officer, Secretary and Clerk
Director, Senior Vice President, -- Joseph F. Tower, III
Treasurer and Chief Financial
Officer
Senior Vice President -- Paula R. David
Senior Vice President -- Gary S. MacDonald
Senior Vice President -- Judith K. Benson
Chairman and Director -- William J. Nutt
</TABLE>

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated
thereunder are maintained at the offices of the Registrant, 1221 Avenue of the
Americas, New York, NY 10020 with the exception of certain accounts, books and
other documents which are kept by the Registrant's custodian, Investors
Fiduciary Trust Company, 127 West 10th Street, Kansas City, MO 64105 and
registrar and shareholder servicing agent, DST Systems, Inc. ("DST"), P.O. Box
419324, Kansas City, Missouri, 64141-6324.

ITEM 29. MANAGEMENT SERVICES

Not applicable.

ITEM 30. UNDERTAKINGS

The Registrant 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 a Fund's outstanding shares, and that it will
assist communication with other shareholders as required by Section 16(c) of the
Investment Company Act of 1940.

C-5
<PAGE> 86

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, THE REGISTRANT, SOGEN FUNDS,
INC., CERTIFIES THAT THIS POST-EFFECTIVE AMENDMENT NO. 8 TO ITS REGISTRATION
STATEMENT MEETS ALL OF THE REQUIREMENTS FOR EFFECTIVENESS PURSUANT TO RULE
485(B) UNDER THE SECURITIES ACT OF 1933 AND HAS DULY CAUSED THIS POST-EFFECTIVE
AMENDMENT NO. 8 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF NEW YORK AND STATE OF NEW YORK, ON THE 30TH DAY OF
JULY, 1999.

SOGEN FUNDS, INC.

By: /s/ JEAN-MARIE EVEILLARD
------------------------------------
(Jean-Marie Eveillard, President)

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS POST-EFFECTIVE AMENDMENT NO. 8 HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JEAN-MARIE EVEILLARD President and Director July 30, 1999
- --------------------------------------------------- (principal executive
Jean-Marie Eveillard officer)

/s/ PHILIP J. BAFUNDO Vice President and July 30, 1999
- --------------------------------------------------- Treasurer (principal
Philip J. Bafundo financial and
accounting officer)

* Chairman of the Board July 30, 1999
- ---------------------------------------------------
Philippe Collas

* Director July 30, 1999
- ---------------------------------------------------
Fred J. Meyer

* Director July 30, 1999
- ---------------------------------------------------
Dominique Raillard

* Director July 30, 1999
- ---------------------------------------------------
Nathan Snyder

*By: /s/ JEAN-MARIE EVEILLARD
---------------------------------------------
(Jean-Marie Eveillard, Attorney-in-Fact)
</TABLE>

C-6
<PAGE> 87

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<S> <C>
(e)(1) Underwriting Agreement between SoGen Funds, Inc. and Fund
Distributors,Inc.
(j) Consent of KPMG LLP
(m) Rule 12b-1 Distribution Plan and Agreement between SoGen
Funds, Inc. and Funds Distributors, Inc.
(n) Financial Data Schedules
</TABLE>

<PAGE> 1

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

July 1, 1999

Funds Distributor, Inc.
60 State Street, Suite 1300
Boston, Massachusetts 02109

Underwriting Agreement

Dear Sirs:

SoGen Funds, Inc. (the "Company"), a Maryland corporation currently
consisting of the portfolios listed on Schedule A, attached hereto, together
with all other portfolios subsequently established and made subject to this
Agreement, is engaged in the business of an investment company. Its Board of
Directors has selected you to act as principal underwriter (as such term is
defined in Section 2(a)(29) of the Investment Company Act of 1940, as amended)
of the shares of Capital Stock of the Company and you are willing to act as such
principal underwriter and to perform the duties and functions of underwriter in
the manner and on the conditions hereinafter set forth. Accordingly, the Company
hereby agrees with you as follows:

1. Copies of Corporate Documents. The Company will furnish you promptly
with copies of any registration statements filed by it with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, together with any financial
statements and exhibits included therein, and all amendments or supplements
thereto hereafter filed.

2. Registration and Sale of Additional Shares. The Company will from time
to time use its best efforts to register under the Securities Act of 1933, as
amended, such authorized shares of Capital Stock not already so registered as
you may reasonably be expected to sell as agent on behalf of the Company. To the
end that there will be available for sale such number of shares as you may
reasonably be expected to sell, the Company, subject to the necessary approval
of its shareholders, will, from time to time as may be necessary, increase the
number of authorized shares. This agreement relates to the issue and sale of
shares that are duly authorized and registered and available for sale by the
Company, including repurchased and redeemed shares if and to the extent that
they may be legally sold and if, but only if, the Company sees fit
<PAGE> 2
to sell them. You and the Company will cooperate in taking such action as may be
necessary from time to time to qualify shares of the Company for sale in New
York and in any other states mutually agreeable to you and the Company, and to
maintain such qualification, provided that such shares are duly registered under
the Securities Act of 1933, as amended.

The Company represents to you that all registration statements and
prospectuses filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933 and under the Investment Company Act of 1940
with respect to the shares have been prepared in conformity with the
requirements of said Acts and rules and regulations of the Securities and
Exchange Commission thereunder. As used in this Agreement the terms
"registration statement" and "prospectus" shall mean any registration statement
and prospectus, including the statement of additional information incorporated
by reference therein, filed with the Securities and Exchange Commission and any
amendments and supplements thereto which at any time shall have been filed with
said Commission. The Company represents and warrants to you that any
registration statement and prospectus, when such registration statement becomes
effective, will contain all statements required to be stated therein in
conformity with said Acts and the rules and regulations of said Commission; that
all statements of fact contained in any such registration statement and
prospectus will be true and correct when such registration statement becomes
effective; and that neither any registration statement nor any prospectus when
such registration statement becomes effective will include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. The Company
may, but shall not be obligated to, propose from time to time such amendment or
amendments to any registration statement and such supplement or supplements to
any prospectus as, in the light of future developments, may, in the opinion of
the Company's counsel, be necessary or advisable. If the Company shall not
propose such amendment or amendments and/or supplement or supplements within
fifteen days after receipt by the Company of a written request from you to do so
with respect to a material change, you may, at your option, terminate this
Agreement or decline to make offers of the Company's securities until such
amendments are made. The Company shall not file any amendment to any
registration statement or supplement to any prospectus without giving you
reasonable notice thereof in advance; provided, however, that nothing contained
in this Agreement shall in any way limit the Company's right to file at any time
such amendments to any registration statement and/or

- 2 -
<PAGE> 3
supplements to any prospectus, of whatever character, as the Company may deem
advisable, such right being in all respects absolute and unconditional.

3. Solicitation of Orders. You will use your best efforts (but only in
states in which you may lawfully do so) to obtain from investors orders for
shares of the Capital Stock of the Company authorized for issue by the Company
and registered under the Securities Act of 1933, as amended, provided that you
may in your discretion refuse to accept orders for shares from any particular
applicant. You may, as agent for the Company, solicit dealers for orders to
purchase shares of the Capital Stock of the Company and may enter into selling
agreements with any such dealers, the form of such agreements to be as mutually
agreed upon, from time to time, by you and the Company. Each dealer must be a
member of the National Association of Securities Dealers, Inc. or a foreign
dealer not eligible for membership in such Association who has agreed in acting
under the selling agreement to abide by the rules and regulations of such
Association and not to use the United States mails or any means of interstate
commerce in connection with the sales of such shares unless such foreign dealer
is registered under the Securities Exchange Act of 1934 or such registration is
not required.

4. Sale of Shares. Subject to the provisions of paragraph 5 hereof and to
such minimum purchase requirements as may from time to time be currently
indicated in the Company's prospectus, you are authorized to sell as agent on
behalf of the Company authorized and unissued shares of the Capital Stock of the
Company registered under the Securities Act of 1933, as amended. Such sales may
be made by you on behalf of the Company by transmitting promptly any orders
received by you for the purchase and redemption of shares to the Company's
transfer agent. The sales price to the public of such shares shall be the public
offering price as defined in paragraph 6 hereof.

Whenever in their judgment such action is warranted by unusual market,
economic or political conditions, or by abnormal circumstances of any kind
deemed by the parties hereto to render sales of the Company's shares not in the
best interest of the Company, the parties hereto may decline to accept any
orders for, or make any sales of, any shares until such time as those parties
deem it advisable to accept such orders and to make such sales and both parties
shall mutually agree to any such determination.

5. Sale of Shares to Investors by the Company. Any right granted to you to
accept orders for shares or make sales on behalf of the Company will not apply
to shares issued in

- 3 -
<PAGE> 4
connection with the merger or consolidation of any other investment company with
the Company or its acquisition, by purchase or otherwise, of all or
substantially all the assets of any investment company or substantially all the
outstanding shares of any such company, and such right shall not apply to shares
that may be offered by the Company to shareholders by virtue of their being
shareholders of the Company, including shares issued in payment of any dividend
or distribution by the Company.

6. Public Offering Price. All shares of the Company sold to investors by
you as agent for the Company will be sold at the public offering price. The
public offering price for all accepted orders will be the net asset value per
share next computed after receipt of such an order, plus any applicable sales
charge adjusted to the nearest full cent, as may from time to time be currently
indicated in the Company's prospectus with respect to such order. Net asset
value per share shall be computed in the manner provided in the Company's
Articles of Incorporation, as now in effect or as it may be amended. The time of
receipt of such an order shall be the time of its receipt by you or by a dealer
selected by you as provided in paragraph 3 if transmitted on the day of receipt
by such dealer to you prior to the close of your business on that day. The
Company will not, without notifying you in advance, change the sales charges or
dealer discounts applicable to the sales of its shares from those set forth in
its then-current prospectus. You may also purchase as principal shares of the
Company's Capital Stock at net asset value and sell such shares at the public
offering price.

7. Underwriting Discount. The Company shall receive from you the applicable
net asset value on all orders for sales of shares of Capital Stock accepted by
you as agent of the Company if the net sale price thereof has been deemed, in
accordance with the Company's Articles of Incorporation, to be an asset of the
Company in connection with a computation of net asset value for the sale of any
other shares or the purchase or redemption of any shares. You shall be entitled
to retain so much of the difference between the public offering price and the
applicable net asset value as is not reallowed by you as a discount to dealers.
Such reallowance shall be the same for all dealers and shall conform to such
dealer discounts, if any, as may from time to time be currently indicated in the
Company's prospectus. You will reimburse the Company for any increase in any
issue tax paid by it which is attributable to such sales charge.

8. Notice of Sale; Delivery of Payments. You will promptly notify the
Company's transfer agent or shareholders' servicing agent of any orders for
sales of shares of Capital Stock

- 4 -
<PAGE> 5
accepted by you, and you will deliver to the Company's shareholders' servicing
agent all payments pursuant to orders for sales accepted by you no later than
the first business day following the receipt by you in your home office of such
payments, and, unless payment is not required under paragraph 7, in no event
later than seven days after the receipt by you of such order, or, in case an
extension of time is granted by the National Association of Securities Dealers,
Inc., to the dealer submitting the order, in no event later than the expiration
of such extension of time.

9. Purchase of Shares. You are authorized to purchase as agent on behalf of
the Company shares of the Capital Stock of the Company from record holders
thereof. Such purchases may be made by you on behalf of the Company by accepting
orders placed with you by such holders. The purchase price per share for all
accepted orders will be the net asset value per share next computed after
receipt of such an order, in the manner provided in the Company's Articles of
Incorporation, as now in effect or as it may be amended. The time of receipt of
such an order shall be the time of its receipt by you or by a dealer selected by
you as provided in paragraph 3 if transmitted on the day of receipt by such
dealer to you prior to the close of your business on that day. You will promptly
notify the Company's transfer agent or shareholders' servicing agent of any such
order accepted by you and will, if the shares subject to such order have been
deemed to be no longer outstanding in connection with a computation of net asset
value for the sale of any shares by the Company or the purchase or redemption of
any shares by it deliver to such agent a proper request for purchase of such
shares by the Company and any stock certificates for such shares not later than
the first business day following the receipt by you in your home office of such
request and certificates, and in no event later than seven days after the
receipt by you of such order.

10. Suspension of Sales and Purchases. If and whenever the determination of
asset value is suspended pursuant to the Company's Articles of Incorporation,
and such suspension has become effective, until such suspension is terminated no
further orders for the sale or purchase of shares shall be accepted by you
except such orders placed with you before you had knowledge of the suspension.
In addition, the Company reserves the right to suspend sales and purchases and
your authority to accept orders for sales and purchases of shares on behalf of
the Company if, in the judgment of a majority of its Board of Directors or a
majority of the Executive Committee of its Board of Directors, if such Committee
exists, it is in the best interests of the Company to do

- 5 -
<PAGE> 6
so, such suspension to continue for such period as may be determined by such
majority; and in that event, no shares will be sold or purchased by the Company
or by you on behalf of the Company while such suspension remains in effect
except for shares necessary to cover orders accepted by you before you had
knowledge of the suspension. The Company will notify you promptly of any such
suspension of the determination of net asset value or of any such suspension of
sales and purchases of shares.

The Company agrees to advise you immediately in writing:

(a) of any request by the Securities and Exchange Commission for amendments
to the registration statement or prospectus then in effect or for additional
information;

(b) in the event of the issuance by the Securities and Exchange Commission
of any stop order suspending the effectiveness of the registration statement or
prospectus then in effect or the initiation of any proceeding for that purpose;

(c) of the happening of any event, to the best of its knowledge, which
makes untrue any statement of a material fact made in the registration statement
or prospectus then in effect or which requires the making of a change in such
registration statement or prospectus in order to make the statements therein not
misleading; and

(d) of all actions of the Securities and Exchange Commission with respect
to any amendments to any registration statement or prospectus which may from
time to time be filed with the Securities and Exchange Commission that
materially affect the performance of your services under this Agreement.

11. Expenses. The Company will pay all fees and expenses in connection with
the preparation and filing of any registration statement and prospectus or
amendments thereto under the Securities Act of 1933, as amended, covering the
issue and sale of its shares and in connection with the qualification of shares
for sale in the various states and countries in which the Company shall
determine it advisable to qualify such shares for sale, the costs of all stock
certificates and the fees and expenses of its transfer agent or shareholders'
servicing agent or registrar. It will also pay any issue taxes (subject to
partial reimbursement under paragraph 7 hereof). You will pay all expenses of
printing prospectuses and other sales literature (except copies of prospectuses
and other sales literature which may from time to time be sent to existing
shareholders of the Fund), all fees and expenses in connection with your
qualification as a dealer in the various states and countries, and all other
expenses in connection with the sale and

- 6 -
<PAGE> 7
offering for sale of the shares of the Company which are not payable by the
Company pursuant to the provisions of this paragraph 11.

12. Conformity with Law. You agree that in selling and purchasing the
shares of the Company you will duly conform in all respects with the laws of the
United States and any state or country in which such shares may be offered for
sale by you pursuant to this agreement.

13. Indemnification. You agree to indemnify and hold harmless the Company
and each of its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act of 1933, as
amended, against any and all losses, claims, damages, liabilities or litigation
expenses (including legal and other expenses) to which the Company or such
directors, officers or controlling person may become subject under such Act,
under any other statute, at common law or otherwise, arising out of the
acquisition of any shares by any person or the sale of any shares by any person
to the Company through you which (i) may be based upon any wrongful act by you
or any of your employees or representatives, or (ii) may be based upon any
untrue statement or alleged untrue statement of a material fact contained in a
registration statement or prospectus covering shares of the Company or any
amendment thereof or supplement thereto or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading if such statement or omission was made in
reliance upon information furnished or confirmed in writing to the Company by
you, provided, however, that in no case is your indemnity in favor of a director
or officer or any other person deemed to protect such director or officer or
other person against any liability to which any such person would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of his duties or by reason of his reckless disregard of obligations
and duties under this Agreement.

The Company agrees to indemnify and hold harmless you and each of your
directors and officers and each person, if any, who controls you within the
meaning of Section 15 of the Securities Act of 1933, as amended, against any and
all losses, claims, damages, liabilities or litigation expenses (including legal
and other expenses) to which you or such directors, officers or controlling
person may become subject under such Act, under any other statute, at common law
or otherwise, arising out of the acquisition of any shares by any person or the
sale of any shares by any person to the Company through you which (i) may be
based upon any wrongful act by the Company or any of its employees or
representatives, or (ii) except as described in clause

- 7 -
<PAGE> 8
(ii) of the preceding paragraph, may be based upon any untrue statement or
alleged untrue statement or a material fact contained in a registration
statement or prospectus covering shares of the Company or any amendment thereof
or supplement thereto or omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, provided, however, that in no case is the Company's
indemnity in favor of a director or officer or any other person deemed to
protect such director or officer or other person against any liability to which
any such person would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of his duties or by reason of his
reckless disregard of obligations and duties under this Agreement. You hereby
waive any rights to indemnification concerning your obligations and duties
hereunder to which you might be entitled under the Company's By-Laws.

You are not authorized to give any information or to make any
representations on behalf of the Company in connection with the sale or purchase
of shares of the Company other than the information and representations
contained in a registration statement or prospectus covering shares of the
Company, as such registration statement and prospectus may be amended or
supplemented from time to time. No person other than you is authorized to act as
agent for the Company in connection with the offering or sale of shares of the
Company to the public or otherwise.

14. Duration and Termination of This Agreement. This Agreement shall become
effective as of the date hereof and will continue for an initial two-year term
and will continue from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by the Board of Directors
of the Company or by vote of a majority of the outstanding voting securities of
the Company. In addition, the Company may not renew or perform this Agreement
unless the terms thereof and any renewal thereof have been approved 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
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 14, the
definitions contained in Section 2(a) of the Investment Company Act of 1940, as
amended, and Rules

- 8 -
<PAGE> 9
thereunder (particularly the definitions of "interested person", "assignment",
"voting security" and "vote of a majority of the outstanding voting securities")
shall be applied.

15. 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. If the Company should at any time deem it
necessary or advisable in the best interests of the Company that any amendment
of this agreement be made in order to comply with the recommendations or
requirements of the Securities and Exchange Commission or other governmental
authority or to obtain any advantage under state or federal tax laws and should
notify you of the form of such amendment, and the reasons therefor, and if you
should decline to assent to such amendment, the Company may terminate this
agreement forthwith. If you should at any time request that a change be made in
the Company's Articles of Incorporation or By-Laws, or in its methods of doing
business, in order to comply with any requirements of federal law or regulations
of the Securities and Exchange Commission or of a national securities
association of which you are or may be a member, relating to the sale of the
shares of the Company, and the Company should not make such necessary change
within a reasonable time, you may terminate this agreement forthwith.

16. Miscellaneous.

(a) 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.

(b) The Company recognizes that, except to the extent otherwise agreed to
by the parties hereto, your directors, officers and employees may from time to
time serve as directors, trustees, officers and employees of corporations and
business trusts (including other investment companies), and that you or your
affiliates may enter into distribution or other agreements with other
corporations and trusts.

(c) In the event that the Board of Directors of any additional portfolios
indicate by vote that such portfolios are to be made parties to this Agreement,
whether such portfolios were in existence at the time of the effective date of
this Agreement or subsequently formed, Schedule A

- 9 -
<PAGE> 10
hereto shall be amended to reflect the addition of such new portfolios and such
new portfolios shall thereafter become parties hereto. In the event that any of
the portfolios on Schedule A terminates its registration as a management
investment company, or otherwise ceases operations, Schedule A shall be amended
to reflect the deletion of such portfolio and its various classes.

(d) This Agreement shall be governed by the internal laws of The
Commonwealth of Massachusetts without giving effect to principles of conflicts
of laws.

(e) If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule, or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.

(f) You hereby represent, warrant and covenant that your computer software
and hardware used in the performance of Underwriting Services ("Services") and
the provision of the services itself for the Company are Year 2000 Compliant.
For the purposes of this Agreement, "Year 2000 compliant" means that the
equipment/software: (a) will manage, manipulate, input, accept, process, store
and output data involving 4-digit year dates, including single century formulas
and multi-century formulas, and will not malfunction or generate incorrect
values or invalid results involving such dates; and (b) shall accurately process
date/time data from, into and between the 20th and 21st centuries and the years
1999 and 2000 and leap year calculations; and (c) provides that all date-related
user and data interface functionalities and data fields include the indication
of century; and (d) when used in combination with other information technology
shall accurately process date/time data if the other information technology
properly exchanges date/time data with it; and (e) will not cause any other item
that is otherwise Year 2000 Compliant to fail to be Year 2000 Compliant. In the
event of any breach of this warranty, you shall, as expeditiously as possible,
replace or repair non-compliant products or systems so as to minimize
interruption to the Company's ongoing business operations, time being of the
essence, at your sole cost and expense.

You also agree that if, as a result of your breach of this Warranty, the
Company is subjected to any fine, penalty, or other regulatory sanction or
damages, you will reimburse the Company for such fine, penalty or damages and
any related costs and expenses, including but not limited to attorney fees and
expenses.

- 10 -
<PAGE> 11
If you are in agreement with the foregoing, please sign the form of
acceptance an the accompanying counterpart of this letter and return such
counterpart to the Company, whereupon this letter shall become a binding
contract.

Yours very truly,

SOGEN FUNDS, INC.

By ________________________________
Vice President
The foregoing Agreement is
hereby accepted as of the
date thereof.

FUNDS DISTRIBUTOR, INC.

By ___________________________

Name: ________________________

Title: _______________________

- 11 -
<PAGE> 12
SCHEDULE A

SOGEN FUNDS, INC.

SoGen International Fund
SoGen Overseas Fund
SoGen Gold Fund
SoGen Money Fund

- 12 -

<PAGE> 1
INDEPENDENT AUDITORS' CONSENT

To the Board of Directors and Shareholders of
SoGen Funds, Inc.:

We consent to the use of our report dated May 17, 1999, for SoGen Funds, Inc.,
and to the references to our Firm under the headings "Financial Highlights" in
the Prospectus and "Independent Auditors" and "Financial Statements" in the
Statement of Additional Information.

/s/ KPMG LLP

KPMG LLP

New York, New York
July 29, 1999

<PAGE> 1
SOGEN FUNDS, INC.

RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT

RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated July 1, 1999 between
SOGEN FUNDS, INC., a Maryland corporation (the "Company"), and FUNDS
DISTRIBUTOR, INC., a Massachusetts corporation ("FDI").

The Company is an open-end management investment company and is registered
as such under the Investment Company Act of 1940, as amended (the "Act"). The
Company currently offers shares of four separate portfolios: SoGen International
Fund, SoGen Overseas Fund, SoGen Gold Fund and SoGen Money Fund. FDI acts as the
principal underwriter of the Company pursuant to an Underwriting Agreement dated
as of July 1, 1999.

As permitted by Rule 12b-1 (the "Rule") under the Act, the Company desires
to adopt a Distribution Plan and Agreement (the "Plan") pursuant to which SoGen
International Fund, SoGen Overseas Fund and SoGen Gold Fund (referred to herein
as "International Fund," "Overseas Fund" and "Gold Fund" or "the Fund(s)") may
make certain payments to FDI for expenses incurred in connection with the
distribution of the Class A shares of each of the Funds. The Company's Board of
Directors has determined that there is a reasonable likelihood that the Plan
will benefit each of the Funds and its shareholders.

Accordingly, the Company hereby adopts this Plan, and the parties hereto
enter into this Plan, on the following terms and conditions:

1. Each of the Funds shall pay FDI a quarterly distribution-related fee
on the first business day of each quarter in such an amount as FDI
may request, provided that each such payment shall be based upon the
average daily value of each Fund's net assets attributable to each
Fund's Class A shares (as determined on each business day at the
time set forth in each Fund's currently effective Prospectus for
determining net asset value per share) during the preceding month
and shall be calculated at an annual rate not in excess of 0.25%.
For purposes of calculating each such monthly fee, the value of a
Fund's net assets attributable to Class A shares shall be computed
in the manner specified in that Fund's currently effective
Prospectus, Statement of Additional Information and Articles of
Incorporation for the computation of the value of the Fund's net
assets in connection with the determination of the net asset value
of shares of the Fund, but shall, with respect to International
Fund, exclude from such calculation that portion of International
Fund's net assets attributable to shares of International Fund sold
before the effective date of the Rule 12b-1 Distribution Plan and
Agreement relating to SoGen International Fund, Inc. dated November
14, 1985 as amended and restated as of February 4, 1994 or any stock
dividends on such shares whether payable

1
<PAGE> 2
after or before such effective date. For purposes of this Plan, a
"business day" is any day the New York Stock Exchange is open for
trading.

2. FDI shall be obligated to use all amounts received from each Fund
under this Plan for (i) payments to broker-dealers and other
financial intermediaries for their assistance in the distribution of
the Fund's Class A shares and (ii) otherwise promoting the sale of
the Fund's Class A shares, such as by paying for the printing and
distribution of Prospectuses sent to prospective investors, the
preparation, printing and distribution of sales literature and the
expenses associated with media advertisements and telephone
correspondence. No broker-dealer shall receive payments under the
Plan which, on an annualized basis, exceed 0.25% of net asset value
of Fund Class A accounts originated by the broker-dealer. All other
agreements relating to the implementation of this Plan (the "related
agreements") shall be in writing, and such agreements shall be
subject to termination, without penalty, on not more than sixty
days' written notice to any other party to the agreement, in
accordance with the provisions of clauses (a) and (b) of paragraph 6
hereof.

3. This Plan shall become effective only after approval by (a) a
majority of the Board of Directors of each Fund, including a
majority of the Directors who are not "interested persons" (as
defined in the Act) of the Fund and who have no direct or indirect
financial interest in the operation of the Plan or in any related
agreements (the "Independent Directors"), pursuant to a vote cast in
person at a meeting called for the purpose of voting on the Plan,
and (b) the holders of a majority of the outstanding voting
securities of each class of shares of that Fund (as defined in the
Act). Related agreements shall be subject to approval by the
Company's Directors in the manner provided in clause (a) of the
preceding sentence.

4. This Plan and any related agreements shall continue in effect with
respect to a Fund for a period of more than one year from the date
of their adoption or execution only so long as such continuance is
approved at least annually by a majority of the Board of Directors
of the Company, including a majority of Independent Directors,
pursuant to a vote cast in person at a meeting called for the
purpose of voting on the continuance of this Plan and any related
agreements.

5. This Plan may be amended at any time with respect to a Fund with the
approval of a majority of the Board of Directors of the Company,
provided that (a) any material amendment of this Plan must be
approved by the Company's Directors in accordance with procedures
set forth in paragraph 4 hereof, and (b) any amendment to increase
materially the amount to be expended by a Fund pursuant to this Plan
must also be approved by the vote of the holders of a majority of
the outstanding voting securities of each affected class of shares
of that Fund (as defined in the Act).

2
<PAGE> 3
6. This Plan may be terminated with respect to a class or a Fund at any
time, without the payment of any penalty, by (a) the vote of a
majority of the Board of Directors of the Company, (b) the vote of a
majority of the Independent Directors or (c) the vote of the holders
of a majority of the outstanding voting securities of each affected
class of shares of that Fund (as defined in the Act).

7. While this Plan is in effect, the selection and nomination of the
Directors who are not "interested persons" of the Company (as
defined in the Act) shall be committed to the discretion of the
Directors then in office who are not "interested persons" of the
Company.

8. To the extent that this Plan constitutes a plan of distribution
adopted pursuant to the Rule, it shall remain in effect as such so
as to authorize the use of a Fund's assets in the amounts and for
the purposes set forth herein, notwithstanding the occurrence of the
Plan's assignment (as defined in the Act). To the extent this Plan
concurrently constitutes an agreement relating to the implementation
of the plan of distribution, it shall terminate automatically in the
event if its assignment, and a Fund may continue to make payments
pursuant to this Plan only (a) upon the approval of the Board of
Directors in accordance with the procedures set forth in paragraph 4
hereof, and (b) if the obligations of FDI under this Plan are to be
performed by any organization other than FDI, upon such
organization's adoption and assumption in writing of all provisions
of this Plan as a party hereto.

9. FDI shall give the Company the benefit of FDI's best judgment and
efforts in rendering services under this Plan. As an inducement to
FDI's undertaking to render these services, the Company agrees that
FDI shall not be liable under this Plan for any mistakes in judgment
or in any other event whatsoever except for lack of good faith,
provided that nothing in this Plan shall be deemed to protect or
purport to protect FDI against any liability to the Company or its
stockholders to which FDI would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the
performance of FDI's duties under this Plan or by reason of FDI's
reckless disregard of its obligation and duties hereunder.

10. FDI may also make payments out of its own funds for costs and
expenses associated with the distribution and sale of a Fund's Class
A shares, including payments to the persons and for the purposes set
forth in Section 2 hereof.

11. FDI shall prepare and furnish to the Company's Board of Directors,
and the Company's Board of Directors shall review at least
quarterly, a written report setting forth all amounts expended
pursuant to this Plan and any

3
<PAGE> 4
related agreements and the purposes for which such expenditures were
made.

12. The Company shall preserve copies of this Plan, any related
agreements and any reports made pursuant to this Plan for a period
of not less than six years from the date of this Plan or any such
related agreement or report. For the first two years, copies of such
documents shall be preserved in an easily accessible place.

13. The provisions of this Plan are severable for each class of shares
and each Fund and if provisions of the Plan applicable to a
particular class or Fund are terminated, the remainder of the Plan
provisions applicable to the other remaining classes or Funds shall
not be invalidated thereby and shall be given full force and effect.

IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and on its behalf by its duly authorized representatives as
of the date first above written.

SOGEN FUNDS, INC.

By:______________________________
Title: Vice President

FUNDS DISTRIBUTOR, INC.

By:_______________________________
Title:

<ARTICLE> 6
<CIK> 0000906352
<NAME> SOGEN FUNDS INC
<SERIES>
<NUMBER> 001
<NAME> SOGEN INTERNATIONAL FUND - CLASS A

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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> MAR-31-1999
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<OTHER-ITEMS-ASSETS> 0
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<ARTICLE> 6
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<NAME> SOGEN FUNDS INC
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<NUMBER> 002
<NAME> SOGEN INTERNATIONAL FUND - CLASS I

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</TABLE>

<ARTICLE> 6
<CIK> 0000906352
<NAME> SOGEN FUNDS INC
<SERIES>
<NUMBER> 003
<NAME> SOGEN OVERSEAS FUND - CLASS A

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<PAID-IN-CAPITAL-COMMON> 518,888,383
<SHARES-COMMON-STOCK> 40,127
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<OVERDISTRIBUTION-NII> (4,831,658)
<ACCUMULATED-NET-GAINS> 9,369,652
<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 456,003,423
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</TABLE>

<ARTICLE> 6
<CIK> 0000906352
<NAME> SOGEN FUNDS INC
<SERIES>
<NUMBER> 004
<NAME> SOGEN OVERSEAS FUND - CLASS I

<S> <C>
<PERIOD-TYPE> YEAR
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<ACCUMULATED-NII-CURRENT> 0
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<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 456,003,423
<DIVIDEND-INCOME> 14,773,855
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<OTHER-INCOME> 0
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<NET-INVESTMENT-INCOME> 16,349,806
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</TABLE>

<ARTICLE> 6
<CIK> 0000906352
<NAME> SOGEN FUNDS INC
<SERIES>
<NUMBER> 005
<NAME> SOGEN GOLD FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> MAR-31-1999
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<TOTAL-LIABILITIES> 3,246,838
<SENIOR-EQUITY> 0
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<SHARES-COMMON-STOCK> 3,343
<SHARES-COMMON-PRIOR> 4,307
<ACCUMULATED-NII-CURRENT> 236,382
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (18,153,439)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (11,165,853)
<NET-ASSETS> 18,181,478
<DIVIDEND-INCOME> 929,405
<INTEREST-INCOME> 48,691
<OTHER-INCOME> 0
<EXPENSES-NET> 437,595
<NET-INVESTMENT-INCOME> 540,501
<REALIZED-GAINS-CURRENT> (11,673,931)
<APPREC-INCREASE-CURRENT> 3,980,773
<NET-CHANGE-FROM-OPS> (7,152,657)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 721,767
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,021,250
<NUMBER-OF-SHARES-REDEEMED> (4,107,084)
<SHARES-REINVESTED> 121,893
<NET-CHANGE-IN-ASSETS> (13,313,772)
<ACCUMULATED-NII-PRIOR> (882,267)
<ACCUMULATED-GAINS-PRIOR> (5,122,132)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
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<PER-SHARE-NAV-BEGIN> 731
<PER-SHARE-NII> .16
<PER-SHARE-GAIN-APPREC> (1.82)
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</TABLE>

<ARTICLE> 6
<CIK> 0000906352
<NAME> SOGEN FUNDS INC
<SERIES>
<NUMBER> 006
<NAME> SOGEN MONEY FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> MAR-31-1999
<INVESTMENTS-AT-COST> 44,902,920
<INVESTMENTS-AT-VALUE> 44,902,920
<RECEIVABLES> 16,723
<ASSETS-OTHER> 41,099
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 44,960,742
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 382,751
<TOTAL-LIABILITIES> 382,751
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 44,533,413
<SHARES-COMMON-STOCK> 44,578
<SHARES-COMMON-PRIOR> 19,043
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 44,577,991
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,609,085
<OTHER-INCOME> 0
<EXPENSES-NET> 208,863
<NET-INVESTMENT-INCOME> 1,400,222
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 1,400,222
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 120,259,724
<NUMBER-OF-SHARES-REDEEMED> 95,946,703
<SHARES-REINVESTED> 1,222,356
<NET-CHANGE-IN-ASSETS> 25,535,377
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 122,538
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 209,872
<AVERAGE-NET-ASSETS> 30,444,638
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .05
<PER-SHARE-DISTRIBUTIONS> (.05)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .69

</TABLE>