FIRST EAGLE SOGEN FUNDS INC, 485BPOS, 2000-06-02

FIRST EAGLE SOGEN FUNDS INC
485BPOS, 2000-06-02

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<PAGE>

033-63560
811-7762

--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 [x]

PRE-EFFECTIVE AMENDMENT NO. [ ]

POST-EFFECTIVE AMENDMENT NO. 10 [x]

AND/OR
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [x]
AMENDMENT NO. 11 [x]
(CHECK APPROPRIATE BOX OR BOXES)
-------------------
FIRST EAGLE SOGEN FUNDS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
-------------------
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 698-3000

ROBERT BRUNO
FIRST EAGLE SOGEN FUNDS, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
(NAME AND ADDRESS OF AGENT FOR SERVICE)
-------------------
COPY TO:
PAUL S. SCHREIBER, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NY 10022
-------------------

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

[ ] immediately upon filing pursuant to paragraph (b)

[x] on June 5, 2000 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, check the following box:

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

TITLE OF SECURITIES BEING REGISTERED:

<TABLE>
<S> <C>
FIRST EAGLE SOGEN GLOBAL FUND -- CLASS A COMMON STOCK
FIRST EAGLE SOGEN GLOBAL FUND -- CLASS C COMMON STOCK
FIRST EAGLE SOGEN GLOBAL FUND -- CLASS I COMMON STOCK
FIRST EAGLE SOGEN OVERSEAS FUND -- CLASS A COMMON STOCK
FIRST EAGLE SOGEN OVERSEAS FUND -- CLASS C COMMON STOCK
FIRST EAGLE SOGEN OVERSEAS FUND -- CLASS I COMMON STOCK
FIRST EAGLE SOGEN GOLD FUND
FIRST EAGLE SOGEN MONEY FUND
</TABLE>

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

<PAGE>

First Eagle SoGen Funds

PROSPECTUS
June 5, 2000

First Eagle SoGen
Global Fund

First Eagle SoGen
Overseas Fund

First Eagle SoGen
Gold Fund

First Eagle SoGen
Money Fund

P r o s p e c t u s

As with all mutual funds, these securities have neither been
approved nor disapproved by the Securities and Exchange [LOGO]
Commission nor has the SEC passed on the accuracy of
this prospectus. It is a criminal offense to claim otherwise.

<PAGE>

Thank you for your interest in First Eagle SoGen Funds Inc., (the 'Company'),
managed by Arnhold and S. Bleichroeder Advisers, Inc., ('ASB Advisers' or the
'Adviser'), a wholly owned subsidiary of Arnhold and S. Bleichroeder, Inc.
('ASB'). Societe Generale Asset Management Corp. ('SGAM Corp.') was acquired by
ASB on December 31, 1999 and ASB Advisers became the investment adviser to the
Funds at that time. The primary investment management team of SGAM Corp.,
including Jean-Marie Eveillard and Charles de Vaulx, have joined ASB Advisers
and continues to manage the portfolios of the Funds.

Investment Objectives of Each Fund

First Eagle SoGen Global Fund ('Global Fund') seeks long-term growth of capital
by investing in a range of asset classes from markets in the United States and
around the world. More specifically, to achieve its objective, the Fund will
normally invest its assets primarily in common stocks (and securities
convertible into common stocks) of United States and foreign companies.

First Eagle SoGen Overseas Fund ('Overseas Fund') seeks long-term growth of
capital by investing primarily in equities issued by non-U.S. corporations. The
Fund will invest primarily in small and medium size companies traded in mature
markets and may invest in emerging markets.

First Eagle SoGen Gold Fund ('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.

First Eagle SoGen Money Fund ('Money Fund') seeks as high a level of current
income as is considered consistent with the preservation of capital and
liquidity. To achieve its objective, the Fund will invest primarily in
high-quality, short-term money market instruments.

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

Shares of the mutual fund can fall in value.

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

This prospectus provides important information about our Funds. We encourage you
to read it carefully and keep it for future reference.

<PAGE>
Table of Contents

<TABLE>
<CAPTION>
PAGE
<S> <C>
The Funds.................................... 2
About First Eagle SoGen Global Fund...... 2
Objective and Principal Investment
Strategy........................... 2
Principal Risks...................... 3
The Fund's Performance............... 4
The Global Fund's Fees and
Expenses........................... 5
About First Eagle SoGen Overseas Fund.... 7
Objective and Principal Investment
Strategy........................... 7
Principal Risks...................... 8
The Fund's Performance............... 9
The Overseas Fund's Fees and
Expenses........................... 10
About First Eagle SoGen Gold Fund........ 12
Objective and Principal Investment
Strategy........................... 12
Principal Risks...................... 13
The Fund's Performance............... 14
The Gold Fund's Fees and Expenses.... 16
About First Eagle SoGen Money Fund....... 17
Objective and Principal Investment
Strategy........................... 17
Principal Risks...................... 17
The Fund's Performance............... 18
The Fund's Fees and Expenses......... 19
Related Investment Strategies for Global,
Overseas and Gold Funds................ 20
Our Management Team.......................... 21
The Adviser.......................... 21
Distribution and Shareholder Services
Expenses........................... 22
About Your Investment........................ 23
How to Purchase Shares............... 23
How Fund Share Prices Are
Calculated......................... 24
Purchases Through Dealers............ 25
Public Offering Price of Class A..... 25
Purchasing Level-Load Class C Shares
of Global Fund and Overseas Fund... 31
Bookshare Account Plan............... 32
Where to Send Your Application....... 32
Minimum Account Size................. 33
Automatic Investment Program......... 33
Once You Become a Shareholder................ 33
Exchanging Your Shares............... 33
Redemption of Shares................. 35
Retirement Plans..................... 39
Information on Dividends, Distributions and
Taxes...................................... 39
How to Reach First Eagle SoGen Funds......... 41
Financial Highlights......................... 43
Useful Shareholder Information............... (Back Cover)
</TABLE>

<PAGE>
THE FUNDS
---------

ABOUT FIRST EAGLE SOGEN GLOBAL FUND

Objective and Principal Investment Strategy

The investment objective of the Global Fund is long-term growth of capital
through investments in a range of asset classes from markets in the United
States and around the world. To achieve its objective, the Global Fund will
normally invest its assets primarily in common stocks (and securities
convertible into common stocks) of United States and foreign companies. To a
lesser extent, the Global 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. When deemed appropriate by the
Fund's investment adviser for short-term investment purposes, the Global Fund
may hold a portion of its assets in short-term debt instruments including
commercial paper and certificates of deposit.

Although no change is anticipated, the Global Fund's investment objective can be
changed without shareholder approval. Shareholders will be notified a minimum of
sixty days in advance of any change in investment objective.

The Global Fund's investment philosophy and strategy can be broadly
characterized as a 'value' approach, in that it loosely follows the teachings of
Mr. Benjamin Graham, who is known as the founder of the 'value' school of
investing. In particular, attention is paid to the ideas of 'intrinsic' value
and of 'margin of safety.' A stock is deemed attractive if there is a perceived
positive difference between its 'intrinsic value' and the price of the stock in
the market since such difference provides the 'margin of safety.'

<PAGE>

Principal Risks

Foreign Investments Risks

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 the
Global Fund irrespective of the performance of the underlying investments in
foreign issuers. Typically, there is less publicly available information about a
foreign company and foreign companies may be subject to less stringent reserve,
auditing and reporting requirements. Many foreign stock markets are not as large
nor as liquid as in the United States; fixed commissions on foreign stock
exchanges are generally higher than the negotiated commissions on U.S.
exchanges; 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 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.

Debt Securities Risks

Securities with the lowest investment grade ratings are considered to have
speculative characteristics. Debt securities that are unrated are considered by
the Global Fund to be equivalent to below investment grade (often referred to as
'junk bonds'). On balance, debt securities that are below investment grade are
considered predominately 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. The price of
an investment in debt securities generally falls in value when interest rates
rise.

<PAGE>

Market Risk

In general, the Fund's share price moves up and down in reaction to stock market
movements. This means that the value of the Fund's shares can fall in value.

The Fund's Performance

Many factors affect a fund's performance. The following information provides
some indication of the risks of investing in the Global Fund by showing changes
in its performance from year to year and by showing how its average annual
returns over the periods indicated compare to those of a broad measure of market
performance. The bar chart assumes reinvestment of dividends and distributions
and does not reflect any sales charges. If sales charges were included, the
returns would be less. As with all mutual funds, past performance is not an
indication of future performance.

Calendar Year Total Returns Chart
First Eagle SoGen Global Fund -- Class A

[PERFORMANCE GRAPH]

(Numbers are in percentages)

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

<TABLE>
-------------------------------------------
<S> <C> <C>
Best Quarter 9.18% Second Quarter 1999

Worst Quarter (10.98)% Third Quarter 1998
-------------------------------------------
</TABLE>

The investment performance for the first quarter of 2000 was 1.62%.

<PAGE>

The following table illustrates how the Global Fund's average annual returns for
different calendar periods compare to the return of the Morgan Stanley Capital
International (MSCI) World Index. The MSCI World Index is a widely followed
unmanaged group of stocks from 22 international markets. The figures in the
table assume that you sold your shares at the end of each period and the figures
reflect the effect of the maximum applicable sales charge.

Average Annual Total Return Comparisons Table
As of December 31, 1999

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
Commencement
1 Year 5 Years 10 Years of Operations*
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
First Eagle SoGen Global
Fund
Class A shares.......... 15.07% 10.29% 10.29% 15.31%
Class I shares.......... 19.84% -- -- 17.74%
MSCI World Index........... 24.93% 19.75% 11.42% 14.94%
----------------------------------------------------------------------------
</TABLE>

* Class A shares commenced investment operations on April 8, 1970, Class I
shares commenced investment operations on September 8, 1998 and as of the date
of the Prospectus, Class C has had no operations.

The Global Fund's Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and
hold shares of the Global Fund. Shareholder fees are paid directly from your
investment. Operating expenses are paid from the Global Fund's assets and are
paid by shareholders indirectly.

Annual Operating Expenses
Management Fees............................. 0.75% 0.75% 0.75%
Distribution (12b-1) Fees*.................. 0.25% 1.00% None
Other Expenses.............................. 0.32% 0.32% 0.32%
----------------------------------------------------------------------------
Total Annual Operating Expenses............. 1.32% 2.07% 1.07%
----------------------------------------------------------------------------
</TABLE>

* A Rule 12b-1 plan allows the Global Fund to pay distribution fees for the sale
and distribution of their shares. Because these fees are paid from the Global
Fund's assets on an on-going basis, the distribution expenses you pay over
time will increase the cost of your investment.

<PAGE>

Example

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. This hypothetical example
assumes that you invest $10,000 in the Fund for the time periods indicated and
then redeem all of your shares at the end of those periods. The example also
assumes that the average annual return is 5% and that operating expenses remain
the same. The example does not represent the Global Fund's actual past or future
expenses and returns.

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>
Class A shares...................... $628 $897 $1,187 $2,011
Class C shares...................... $310 $649 $1,114 $2,400
Class I shares...................... $109 $340 $ 590 $1,306
------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class C shares...................... $210 $649 $1,114 $2,400
------------------------------------------------------------------------------
</TABLE>

<PAGE>
ABOUT FIRST EAGLE SOGEN OVERSEAS FUND

Objective and Principal Investment Strategy

The investment objective of the Overseas Fund is long-term growth of capital
through investments primarily in equities issued by non-U.S. corporations. To
achieve its objective, the Overseas Fund will invest primarily in small and
medium size companies traded in mature markets (for example, Japan, Germany and
France) and may invest in emerging markets (for example, Argentina and
Indonesia). The Overseas Fund particularly seeks companies that have growth
potential, financial strength and stability, strong management and fundamental
value. However, the Overseas Fund may invest in companies that do not have all
of these characteristics.

Although no change is anticipated, the Overseas Fund's investment objective can
be changed without shareholder approval. Shareholders will be notified a minimum
of sixty days in advance of any change in investment objective.

The equity securities in which the fund may invest include common and preferred
stocks, warrants or other similar rights, and convertible securities. The
Overseas Fund may also invest up to 20% of its total assets in debt securities
and there are no restrictions as to the rating of debt securities that the Fund
may acquire. Under normal market conditions, the Overseas Fund invests at least
75% of its total assets, taken at market value, in foreign securities. The
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.

The Overseas Fund's investment philosophy and strategy can be broadly
characterized as a 'value' approach, in that it loosely follows the teachings of
Mr. Benjamin Graham, who is known as the founder of the 'value' school of
investing. In particular, attention is paid to the ideas of 'intrinsic' value
and of 'margin of safety.' A stock is deemed attractive if there is a perceived
positive difference between its 'intrinsic value' and the price of the stock in
the market since such difference provides the 'margin of safety.'

<PAGE>

Principal Risks

Foreign Investments Risks

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 the
Overseas Fund irrespective of the performance of the underlying investments in
foreign issuers. Typically, there is less publicly available information about a
foreign company and foreign companies may be subject to less stringent reserve,
auditing and reporting requirements. Many foreign stock markets are not as large
nor as liquid as in the United States; fixed commissions on foreign stock
exchanges are generally higher than the negotiated commissions on U.S.
exchanges; 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 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.

Market Risk

In general, the Fund's share price moves up and down in reaction to stock market
movements. This means that the value of the Fund's shares can fall in value.

Small and Medium Size Companies Risks

The 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 may lack depth

<PAGE>

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. The
Overseas Fund considers smaller companies to be companies with market
capitalizations of less than $1 billion and medium sized companies to have
market capitalizations of less than $2.5 billion.

The Fund's Performance

Many factors affect a fund's performance. The following information provides
some indication of the risks of investing in the Overseas Fund by showing
changes in its performance from year to year and by showing how its average
annual returns over the periods indicated compare to those of a broad measure of
market performance. The bar chart assumes reinvestment of dividends and
distributions and does not reflect any sales charges. If sales charges were
included, the returns would be less. As with all mutual funds, past performance
is not an indication of future performance.

Calendar Year Total Returns Chart
First Eagle SoGen Overseas Fund -- Class A

[PERFORMANCE GRAPH]

(Numbers are in percentages)

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

<TABLE>
--------------------------------------------
<S> <C> <C>
Best Quarter 15.32% Second Quarter 1999

Worst Quarter (13.82)% Third Quarter 1998
--------------------------------------------
</TABLE>

The investment performance for the first quarter of 2000 was 2.49%.

<PAGE>

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

Average Annual Total Return Comparisons Table
As of December 31, 1999

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
Since Commencement of
1 Year 5 Years Operations*
----------------------------------------------------------------------------
<S> <C> <C> <C>
First Eagle SoGen Overseas
Fund
Class A shares............. 28.15% 11.63% 11.92%
Class I shares............. 33.51% -- 27.63%
MSCI EAFE Index............... 26.96% 12.82% 11.05%
----------------------------------------------------------------------------
</TABLE>

* Class A shares commenced investment operations on August 31, 1993, Class I
shares commenced investment operations on September 2, 1998 and as of the date
of the Prospectus, Class C has had no operations.

The Overseas Fund's Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and
hold shares of the Overseas Fund. Shareholder fees are paid directly from your
investment. Operating expenses are paid from the Overseas Fund's assets and are
paid by shareholders indirectly.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
Class A Class C Class I
----------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder Fees
Maximum Sales Charge (Load) on Purchases
(as a percentage of public offering
price)................................. 5.00% None None
Maximum Deferred Sales Charge (Load) as
a percentage of the lesser of your
purchase or redemption price........... None 1.00% None
Redemption Fee (as a percentage of the
lesser of your purchase price or the
amount redeemed within 60 days of
purchase).............................. 2.00% 2.00% 2.00%
Annual Operating Expenses
Management Fees......................... 0.75% 0.75% 0.75%
Distribution (12b-1) Fees*.............. 0.25% 1.00% None
Other Expenses.......................... 0.34% 0.34% 0.40%
----------------------------------------------------------------------------
Total Annual Operating Expenses......... 1.34% 2.09% 1.15%
----------------------------------------------------------------------------
</TABLE>

* A Rule 12b-1 plan allows the Overseas Fund to pay distribution fees for the
sale and distribution of their shares. Because these fees are paid from the
Overseas Fund's assets on an on-going basis, the distribution expenses you pay
over time will increase the cost of your investment.

<PAGE>

Example

This example is intended to help you compare the cost of investing in the
Overseas Fund with the cost of investing in other mutual funds. This
hypothetical example assumes that you invest $10,000 in the Overseas Fund for
the time periods indicated and then redeem all of your shares at the end of
those periods. The example also assumes that the average annual return is 5% and
that operating expenses remain the same. The example does not represent the
Overseas Fund's actual past or future expenses and returns.

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>
Class A shares.................. $630 $903 $1,197 $2,032
Class C shares.................. $312 $655 $1,124 $2,421
Class I shares.................. $117 $365 $ 633 $1,398
----------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class C shares.................. $212 $655 $1,124 $2,421
----------------------------------------------------------------------------
</TABLE>

<PAGE>

ABOUT FIRST EAGLE SOGEN GOLD FUND

Objective and Principal Investment Strategy

The investment objective of the Gold Fund is growth of capital. To achieve its
objective, the 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 the 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 principally 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 the
Gold Fund's policy of investing primarily in securities of companies engaged in
gold mining, processing, dealing in or holding gold and other precious metals, a
substantial part of the 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 the 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 the Gold Fund's
investment objective.

Although no change is anticipated, the Gold Fund's investment can be changed
without shareholder approval. Shareholders will be notified a minimum of sixty
days in advance of any change in investment objective.

The Gold Fund may invest up to 20% of its total assets in debt securities and
there are no restrictions as to the rating of debt securities that the Gold Fund
may acquire. The 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.

<PAGE>

Principal Risks

The Gold Fund maintains a policy of concentrating its investments in gold and
other precious metal-related issues and 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. 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 the Gold Fund's investments in such
securities may also be affected. Gold-related investments as a group have not
performed as well as the stock market in general during periods when the U.S.
dollar is strong, inflation is low and general economic conditions are stable.

Foreign Investments

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 the
Gold Fund irrespective of the performance of the underlying investments in
foreign issuers. Typically, there is less publicly available information about a
foreign company and foreign companies may be subject to less stringent reserve,
auditing and reporting requirements. Many foreign stock markets are not as large
nor as liquid as in the United States; fixed commissions on foreign stock
exchanges are generally higher than the negotiated commissions on U.S.
exchanges; 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 may be subject to greater price fluctuation than

<PAGE>

securities of U.S. companies. These risks may be more pronounced with respect to
investments in emerging markets.

Market Risk

In general, the Fund's share price moves up and down in reaction to stock market
movements. This means that the value of the Fund's shares can fall in value.

If the investment adviser concludes that a bull market in gold-related
securities is not likely to develop or that any price appreciation that occurs
is not likely to continue, the investment adviser expects that it may recommend
to the Company's Board of Directors that the Company seek the vote of the Gold
Fund's shareholders to liquidate the Gold Fund. The decision to recommend
liquidation will not, however, affect the right of the Gold Fund's shareholders
to redeem their shares or to exchange their shares for shares of the Money Fund,
the Global Fund, or the Overseas Fund, in the latter two cases without payment
of any additional sales charge.

The Fund's Performance

Many factors affect a fund's performance. The following information provides
some indication of the risks of investing in the Gold Fund by showing changes in
its performance from year to year and by showing how its average annual returns
over the periods indicated compare to those of a broad measure of market
performance. The bar chart assumes reinvestment of dividends and distributions
and does not reflect any sales charges. If sales charges were included, the
returns would be less. As with all mutual funds, past performance is not an
indication of future performance.

<PAGE>

Calendar Year Total Returns Chart
First Eagle SoGen Gold Fund

[PERFORMANCE GRAPH]

(Numbers are in percentages)

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

<TABLE>
---------------------------------------------
<S> <C> <C>
Best Quarter 26.18% Third Quarter 1999

Worst Quarter (22.45)% Fourth Quarter 1997
---------------------------------------------
</TABLE>

The investment performance for the first quarter of 2000 was (12.07)%.

The following table illustrates how the Gold Fund's average annual returns for
different calendar periods compare to the return of the Financial Times Gold
Mines Index and the Morgan Stanley Capital International (MSCI) World Index. The
Financial Times Gold Mines Index is an unmanaged index comprised of 32 gold
mining companies. The MSCI World Index is a widely followed unmanaged group of
stocks from 22 international markets. The figures in the table assume that you
sold your shares at the end of each period and the figures reflect the effect of
the maximum applicable sales charge.

Average Annual Total Return Comparisons Table
As of December 31, 1999

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
Since Commencement of
Operations
1 Year 5 Years (August 31, 1993)
----------------------------------------------------------------------------
<S> <C> <C> <C>
First Eagle SoGen Gold
Fund................... 3.99% (9.46)% (5.71)%
Financial Times Gold
Mines Index............ (0.66)% (14.01)% (10.54)%
MSCI World Index........ 24.93% 19.75% 16.15%
----------------------------------------------------------------------------
</TABLE>

<PAGE>

The Gold Fund's Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and
hold shares of the Gold Fund. Shareholder fees are paid directly from your
investment. Operating expenses are paid from the Gold Fund's assets and are paid
by shareholders indirectly.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------
Gold Fund
-----------------------------------------------------------------------
<S> <C>
Shareholder Fees
Maximum Sales Charge (Load) on Purchases (as a percentage
of public offering price)............................... 5.00%
Maximum Deferred Sales Charge (Load) as a percentage of
the lesser of your purchase or redemption price......... None
Redemption Fee (as a percentage of the lesser of your
purchase price of the amount redeemed within 60 days of
purchase)............................................... 2.00%
Annual Operating Expenses
Management Fees.......................................... 0.75%
Distribution (12b-1) Fees*............................... 0.25%
Other Expenses........................................... 1.15%
-----------------------------------------------------------------------
Total Annual Operating Expenses.......................... 2.15%
-----------------------------------------------------------------------
</TABLE>

* A Rule 12b-1 plan allows the Gold Fund to pay distribution fees for the sale
and distribution of their shares. The maximum level of distribution expenses
for the Gold Fund is 0.25% per year of its average net assets. Because these
fees are paid from the Gold Fund's assets on an on-going basis, the
distribution expenses you pay over time will increase the cost of your
investment.

Example

This example is intended to help you compare the cost of investing in the Gold
Fund with the cost of investing in other mutual funds. This hypothetical example
assumes that you invest $10,000 in the Gold Fund for the time periods indicated
and then redeem all of your shares at the end of those periods. The example also
assumes that the average annual return is 5% and that operating expenses remain
the same. The example does not represent the Gold Fund's actual past or future
expenses and returns.

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>
Gold Fund.......................... $707 $1,139 $1,597 $2,859
-----------------------------------------------------------------------------
</TABLE>

<PAGE>

ABOUT FIRST EAGLE SOGEN MONEY FUND

Objective and Principal Investment Strategy

The investment objective of the Money Fund is as high a level of current income
as is considered consistent with the preservation of capital and liquidity. To
achieve its objective, the Money Fund will invest 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. The Money Fund seeks to provide a
stable net asset value of $1 per share by investing in U.S. dollar-denominated
securities with a maturity of 397 days or less that the investment adviser has
determined present minimal credit risk. These include bank certificates of
deposit, time deposits or banker's 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, high quality
commercial paper, obligations of, or guaranteed by, the U.S. or Canadian
governments, their agencies or instrumentalities, and repurchase agreements
involving obligations that are suitable for investment under the categories set
forth above. 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 the Money Fund's investment adviser to be of quality equivalent to
those in the two highest credit quality categories.

Although no change is anticipated, the Money Fund's investment can be changed
without shareholder approval. Shareholders will be notified a minimum of sixty
days in advance of any change in investment objective.

Principal Risks

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

<PAGE>

Interest Rate and Credit Risk

Money market funds like the Money Fund are subject to less interest rate risk
than other fixed-income funds because they invest in debt securities of the
highest quality with a remaining maturity not greater than 397 days. The dollar
weighted average portfolio maturity of the Money Fund will not exceed 90 days.
The value of the Money Fund's investments may fall when interest rates rise. In
addition, the Money Fund could lose money if the issuer of a debt security goes
bankrupt or is unable to meet its financial obligations.

The Fund's Performance

Many factors affect a fund's performance. The following information provides
some indication of the risks of investing in the Money Fund by showing changes
in its performance from year to year and by showing how its average annual
returns over the periods indicated compare to those of a broad measure of market
performance.

Calendar Year Total Returns Chart
First Eagle SoGen Money Fund

[PERFORMANCE GRAPH]

(Numbers are in percentages)

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

<TABLE>
-------------------------------------------
<S> <C> <C>
Best Quarter 1.30% Second Quarter 1995

Worst Quarter 0.53% Fourth Quarter 1993
-------------------------------------------
</TABLE>

The investment performance for the first quarter of 2000 was 1.21%.

<PAGE>

The following table illustrates the Fund's average annual returns for different
calendar periods. To obtain the Fund's current 7-day yield, please call
1-800-334-2143.

Average Annual Total Return Comparisons Table
As of December 31, 1999

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
Since Commencement of
Operations
1 Year 5 Years (August 31, 1993)
-----------------------------------------------------------------------------
<S> <C> <C> <C>
First Eagle SoGen Money Fund.... 4.57% 4.81% 4.27%
-----------------------------------------------------------------------------
</TABLE>

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

The Fund's Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and
hold shares of First Eagle SoGen Money Fund. Shareholder fees are paid directly
from your investment. Operating expenses are paid from First Eagle SoGen Money
Fund's assets and are paid by shareholders indirectly.

<TABLE>
<CAPTION>
------------------------------------------------------------------------
Money Fund
------------------------------------------------------------------------
<S> <C>
Shareholder Fees
Maximum Sales Charge (Load) on Purchases (as a percentage
of public offering price)............................... None
Maximum Deferred Sales Charge (Load) as a percentage of
the lesser of your purchase or redemption price......... None
Redemption Fee (as a percentage of the lesser of your
purchase price or the amount redeemed within 60 days of
purchase)............................................... None

Annual Operating Expenses
Management Fees.......................................... 0.40%
Distribution (12b-1) Fees................................ None
Other Expenses........................................... 0.35%
------------------------------------------------------------------------
Total Annual Operating Expense........................... 0.75%*
------------------------------------------------------------------------
</TABLE>

* The actual expenses for the fiscal year ended March 31, 2000 was 0.80% but the
Investment Adviser voluntarily agreed to limit the total expenses of the Fund
(excluding interest, taxes, brokerage and extraordinary expenses) to an annual
rate of 0.75% of the Fund's average net assets until October 31, 2000.

<PAGE>

Example

This example is intended to help you compare the cost of investing in the Money
Fund with the cost of investing in other mutual funds. This hypothetical example
assumes that you invest $10,000 in the Money Fund for the time periods indicated
and then redeem all of your shares at the end of those periods. The example also
assumes that the average annual return is 5% and that operating expenses remain
the same. The example does not represent the Money Fund's actual past or future
expenses and returns.

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>
Money Fund........................... $77 $240 $417 $930
-------------------------------------------------------------------------------
</TABLE>

RELATED INVESTMENT STRATEGIES FOR GLOBAL,
OVERSEAS AND GOLD FUNDS

The Funds 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 may be
conducted on a spot (i.e., cash) basis or through a forward currency exchange
contract ('forward contract'). Although forward contracts may be used to protect
the Funds from adverse currency movements, the use of such hedges may reduce or
eliminate potential profits from currency fluctuations that are otherwise in the
Funds' favor.

The Funds have the flexibility to respond promptly to changes in market and
economic conditions. Pursuant to a defensive strategy, the Funds may temporarily
hold cash and/or invest up to 100% of its assets in high quality debt securities
or money market instruments of U.S. or foreign issuers. In such a case, the
Funds may not be able to pursue, and may not achieve its investment objectives.
It is impossible to predict whether, when or for how long the Funds will employ
defensive strategies.

<PAGE>
OUR MANAGEMENT TEAM
-------------------

The Adviser

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

Over the years, the Adviser has always pursued superior investment opportunities
for its clients. The goal in managing the Company is to provide investors with
quality long-term returns. The Adviser puts its energy into serving investors
who desire long-term growth instead of those who desire a quick gain.
Essentially, the Adviser believes that the results of its investment style will
encourage investors to keep investing with it through the years.

The Adviser's philosophy is quite simple. The Adviser bases its investment
decisions on a few basic principles:

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

Valuation is only half of the story. The Adviser looks for companies that
it perceives to be undervalued and that have the potential to grow in the
future.

The Adviser thinks as a business owner. Instead of concentrating on the
price to earnings ratio of a company, the Adviser scrutinizes the whole
company and examines its cash flow as though the Adviser was actually
buying the business.

The Adviser is responsible for the management of each of the Funds' portfolios
and constantly reviews their holdings in the light of its

<PAGE>
own research analyses and those of other relevant sources. In return for its
services, the Funds pay the Adviser a fee at the annual rate of the average
daily value of its net assets as follows:

<TABLE>
<S> <C> <C>
Global 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>

Jean-Marie Eveillard, Co-President of the Company, and Charles de Vaulx, Senior
Vice President of the Company, are primarily responsible for the day-to-day
management of the Company's investment portfolios. Mr. Eveillard has acted in
such capacity since the inception of each of Overseas Fund, Gold Fund, and Money
Fund and, with respect to Global Fund, since prior to 1980. Mr. Eveillard is an
officer of ASB and was formerly a Director and President or Executive Vice
President of SGAM Corp. since 1990. Mr. de Vaulx is an officer of ASB and has
been associated with the Funds since 1987.

Distribution and Shareholder Services Expenses

The shares of each of the Funds are offered, in states and countries in which
such offer is lawful, to investors either through selected securities dealers or
directly by ASB, the Funds' principal underwriter. Class A shares of Global Fund
and Overseas Fund and shares of Gold Fund are subject to a sales charge that is
described under 'About Your Investment -- Public Offering Price of Class A.

Global Fund, Overseas Fund and Gold Fund have adopted Distribution Plans and
Agreements pursuant to Rule 12b-1 under the Investment Company Act of 1940.
Under the Plan, the Global Fund, Overseas Fund and Gold Fund pay ASB a monthly
distribution related fee at an annual rate of 0.25% of the average daily net
asset value attributable to Class A shares and at the annual rate of 1.00% of
the average daily net asset value attributable to Class C shares. ASB is
obligated to use the amounts received under the Plans for payments to qualifying
dealers for their assistance in the distribution

<PAGE>

of a Fund's shares, 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. ASB bears distribution expenses to the
extent they are not covered by payments under the Plans. Any distribution
expenses incurred by ASB in any fiscal year of a Fund that are not reimbursed
from payments under the Plans accrued in such fiscal year will not be carried
over for payment under the Plans in any subsequent year. Class I shares and
shares of Money Fund do not participate in the plans and are not charged with
any portion of the payments made under the Plans. Because the fees are paid from
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.

ABOUT YOUR INVESTMENT
---------------------

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

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 Investments Initial Subsequent
--------------------------------------------------------------------------
<S> <C> <C>
Global Fund Class A............................ $1,000 $100
Global Fund Class C............................ $1,000 $100
Global Fund Class I*........................... $1 million $100
Overseas Fund Class A.......................... $1,000 $100
Overseas Fund Class C.......................... $1,000 $100
Overseas Fund Class I*......................... $1 million $100
Gold Fund...................................... $1,000 $100
Money Fund..................................... $10,000 $100
--------------------------------------------------------------------------
</TABLE>

* The current aggregate net asset value of a shareholder's accounts in any of
the Funds may qualify for purposes of meeting the initial minimum investment
amount for Class I shares. The minimum may be waived for Class I shares for
sponsors of 401(k) Plans and wrap fee programs if approved by ASB, the Fund's
principal underwriter.

<PAGE>

The Automatic Investment Program and Automatic Exchange Program each require a
minimum initial investment of $100 per Fund and an account with Money Fund that
is opened by an exchange (see 'Exchanging Your Shares') 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 the Adviser. A Fund's shares may be purchased through authorized
dealers or through ASB, the Funds' principal underwriter. A completed and signed
application is required to open an initial account 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.

The Company and ASB 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 ASB until they are confirmed by DST, the Funds'
transfer agent, 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 Fund Share Prices Are Calculated

Net asset value for each share class is determined as of the close of trading on
the New York Stock Exchange ('NYSE'), normally 4:00 p.m. E.S.T. 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

<PAGE>

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.

The net asset value per share of Money Fund is expected to remain constant at
$1.00 per share. Orders for shares received by the Fund's transfer agent, DST,
prior to the close of trading on the NYSE, or orders received by dealers prior
to such time and transmitted to ASB 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. If an order is received by DST or by the dealer
after the close of the NYSE it will be priced on the next day that the NYSE is
open for trading. Class I shares and shares of the Money Fund are not subject to
sales charges.

Purchases Through Dealers

Investors may purchase a Fund's shares through selected securities dealers with
whom ASB has sales agreements. A prospective investor may obtain additional New
Account Applications from such authorized dealers. For a list of authorized
dealers, please contact ASB at (800) 747-2008. Authorized dealers and financial
service firms are responsible for promptly transmitting purchase orders to ASB,
the Funds' principal underwriter. Certain broker-dealers or financial services
firms may purchase shares at net asset value without a sales commission and
charge investors a transaction charge or other advisory fee through a wrap fee
or other similar program. Class A shares are sold with a front-end sales
commission, Class C shares are sold with a level-load and Class I shares are
sold principally to institutional investors purchasing in quantities of
$1 million or more.

Public Offering Price of Class A

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 Class A shares of Global
Fund, Overseas Fund and Gold Fund, a sales charge. The sales charges applicable
to Class A shares currently in effect are as follows:

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
Sales Charge as a percentage of Dealer Allowance
Class A Shares Dollars ------------------------------------ as a percentage of
Invested Offering Price Net Amount Invested Offering Price
------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $25,000..... 5.00% 5.26% 4.50%
$25,000 but less than
$50,000.............. 4.50 4.71 4.25
$50,000 but less than
$100,000............. 4.00 4.17 3.75
$100,000 but less than
$250,000............. 3.25 3.36 3.00
$250,000 but less than
$500,000............. 2.50 2.56 2.25
$500,000 but less than
$1,000,000........... 1.50 1.52 1.25
$1,000,000 and
over*................ 0.00 0.00 0.00
------------------------------------------------------------------------------------
</TABLE>

Through February 28, 2001, shareholders who owned Class A shares of Global Fund,
Overseas Fund and Gold Fund on March 31, 2000 may continue to purchase shares
pursuant to the following schedule:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
Sales Charge as a percentage of Dealer Allowance
Class A Shares Dollars ------------------------------------ as a percentage of
Invested Offering Price Net Amount Invested Offering Price
------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $25,000..... 3.75% 3.90% 3.35%
$25,000 but less than
$50,000.............. 3.25 3.36 2.85
$50,000 but less than
$100,000............. 2.75 2.83 2.35
$100,000 but less than
$500,000............. 2.00 2.04 1.60
$500,000 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.

ASB reallows discounts to selected dealers with whom it has sales agreements and
is entitled to retain the balance over dealer discounts. ASB 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
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
26

<PAGE>
sales charge is reallowed may be deemed to be underwriters as that term is
defined under the Securities Act of 1933.

*Class A Contingent Deferred Sales Charge

There is no initial sales charge on purchases of Class A shares of any one of
the First Eagle SoGen Funds aggregating $1 million. The Distributor may pay
dealers of record commissions in an amount equal to 1.0% of purchases of $1
million or more on purchases that were not previously subject to a front-end
sales charge and dealer commission.

If you redeem any of those shares within 18 months of the end of the calendar
month of their purchase a contingent deferred sales charge (called the 'Class A
contingent deferred sales charge') may be deducted from the redemption proceeds.
That sales charge will be equal to 1.0% of the lesser of (1) the aggregate net
asset value of the redeemed shares at the time of redemption (excluding shares
purchased by reinvestment of dividends or capital gain distributions) or
(2) the original net asset value of the redeemed shares.

In determining whether a contingent deferred sales charge is payable when shares
are redeemed, the Fund will first redeem shares that are not subject to the
sales charge, including shares purchased by reinvestment of dividends and
capital gains. Then the Fund will redeem other shares in the order in which you
purchased them.

The Class A contingent deferred sales charge is not charged on exchanges of
shares under the Fund's exchange privilege. However, if the shares acquired by
exchange are redeemed within 18 calendar months of the end of the calendar month
in which the exchanged shares were originally purchased, then the deferred sales
charge will apply.

Reducing the Sales Charge

As shown in the table under public offering price, 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

<PAGE>

notify, at the time of purchase, his dealer, ASB or DST of the applicability
of one of the following:

Aggregation. The investment schedule 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.

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 calculating the amount being invested together with the current
net asset value of the shares of any First Eagle 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, ASB 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.

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
28

<PAGE>
purchases of shares of any First Eagle SoGen Load Fund during a thirteen-month
period for purposes of calculating the applicable sales charge. Applicable
shares of any First Eagle 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, ASB
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. Global 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
29

<PAGE>
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),
401(k), 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, ASB Adviser,
ASB, 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 ASB or DST at the time
of purchase on a form for this purpose as available from the Funds.

Reinstatement Privilege

In addition, an investor is entitled to a one-time per account privilege to
reinvest in any First Eagle SoGen Load Fund the proceeds of a full or partial
redemption of shares from a First Eagle 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 ASB 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 First Eagle SoGen Load Fund to an IRA or other tax
qualified retirement plan account in any First Eagle 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.

<PAGE>

Through February 28, 2001, any investor who had redeemed shares of a SoGen Fund
since February 1, 1998 may reinvest in Class A shares of the Global Fund,
Overseas or Gold Fund at net asset value without a sales charge. The investor or
the investor's broker must inform ASB at the time the order for the purchase is
placed and must provide a copy of the investor's prior account statement showing
the investment or redemption.

ASB may waive the front-end sales charge for investors who purchase Class A
shares with the proceeds from a redemption of another 'load' mutual fund of
Class A shares of one of the Funds made within 60 days of the purchase. The
investor or the investor's broker must inform ASB at the time the order for the
purchase is placed and must provide a copy of the investor's prior account
statement showing the investment or redemption.

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.

Purchasing Level-Load Class C Shares of Global Fund and Overseas Fund

Shares of level-load Class C shares can be purchased at net asset value through
an investment professional. The shares carry an annual 1.00% Rule 12b-1 fee.
Investors do not have to pay sales charges on Class C shares. However, Investors
may pay a contingent deferred sales charge ('CDSC') equal to 1.00% of the
original purchase price or the current market value, whichever is lower, on
shares sold or redeemed within the first year of purchase. Class C shares are
also available through 401(k) plans.

Investors purchasing Class C shares in connection with wrap programs and
participant directed retirement plans such as 401(k) plans, will not be
subject to a 1.00% CDSC. Distributors of shares of the Funds are normally
paid an initial 1.00% fee on the sale of

<PAGE>

Class C shares. Distributors of Class C shares that are not subject to a 1.00%
CDSC will be paid the distribution fee and the service fee on a quarterly basis.

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.

Where to Send Your Application

Shares of a Fund may be purchased through ASB by mailing a check made payable to
The First Eagle SoGen Funds along with the completed New Account Application to
The First Eagle SoGen Funds, c/o DST, P.O. Box 219324, Kansas City, MO
64121-9258. Shares may also be purchased through ASB 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.

<PAGE>

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. 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.

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 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 'Redemption of
Shares.' The Company may amend or cease to offer the Automatic Investment
Program at any time.

ONCE YOU BECOME A SHAREHOLDER
-----------------------------

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

Exchanging Your Shares

Shareholders or authorized parties are entitled to exchange some or all of their
Global Fund Class A shares, Overseas Fund Class A

<PAGE>

shares, or Gold Fund shares for shares of the Money Fund and shares of other
First Eagle SoGen Load Funds. Shareholders are also entitled to exchange some or
all of their Class I shares for Class I shares of any other First Eagle SoGen
Funds 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. 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. Upon exchanges of
shares of the Money Fund for shares of any First Eagle 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. The Funds reserve 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).

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
'Exchanging Your Shares' above.

Conversion

Class A shares of Global 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

<PAGE>

concerning conversions, or to effect a conversion, contact your dealer,
financial intermediary or the Funds at (800) 334-2143.

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 by telephone at (800) 334-2143.

Redemption of 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 the proper form. Shareholders may redeem either through authorized
dealers, through ASB or by telephone. Shares held in the dealer's 'street name'
must be redeemed through the dealer.

Redemption 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 ASB. 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 ASB

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

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

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

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.

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.

Redemption Proceeds

Payment of the redemption price will generally be made within three business
days after receipt of the redemption request in proper form. 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.
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 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

<PAGE>

redemption. Proceeds sent by bank wire should be credited on the business day
following the redemption; however, a fee of $7.50 will be deducted from such
proceeds.

Redemption Fee

Effective August 7, 2000, Class A, Class C and Class I shares will be assessed a
'redemption fee' of 2% of the current net asset value of the shares if sold or
exchanged within 60 days of the original investment. This fee is intended to
defray transaction and other expenses caused by early redemptions and to
facilitate portfolio management. The fee is currently waived for qualified
retirement plans, wrap programs and certain accounts investing through omnibus
positions and the Fund reserves the right to impose redemption fees on shares
held by such shareholders. This fee may be modified or discontinued at any time.
These fees do not represent a deferred sales charge nor a commission paid to
ASB. Any fees collected will be retained by the Funds for the benefit of the
remaining shareholders.

Telephone Privileges

Unless contrary instructions are elected in the New Account Application or
Special Options Form, the account will be entitled to make telephone
redemptions, exchanges, conversions and account maintenance requests if the
shareholder has a preauthorized form on file with the transfer agent. 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)

<PAGE>

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.

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. There is
a $100,000 maximum on telephone redemptions by check. There is no limitation on
redemptions by ACH transfer or by bank wire. 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.

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

<PAGE>

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 Global 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.

INFORMATION ON DIVIDENDS,
DISTRIBUTIONS AND TAXES
-----------------------

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

It is the policy of the Global Fund, Overseas Fund, and Gold Fund to make
periodic 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 these Funds will be reduced by the amount of such payment. The net asset
value of the Money Fund is expected, however, to remain constant at $1.00 per
share.

<PAGE>

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 dividend and capital gains
distributions they receive from a Fund whether received in additional shares or
cash. 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.

Tax issues can be complicated. Exchanges of shares of the Funds are treated as
sales and purchases and subject to taxes. Please consult your tax adviser about
federal, state, or local tax consequences or with any other tax questions you
may have.

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

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

<PAGE>

HOW TO REACH
FIRST EAGLE SOGEN FUNDS
-----------------------

You can send all requests for information or transactions to:

Regular Mail:
-------------
First Eagle SoGen Funds
P.O. Box 219324
Kansas City, MO 64121-9258

Overnight Mail:
---------------
First Eagle SoGen Funds
c/o DST Systems, Inc.
330 West 9th Street
Kansas City, MO 64105-1807

You can contact us by telephone at (800) 334-2143.

<PAGE>
(This page intentionally left blank)

<PAGE>
FINANCIAL HIGHLIGHTS
--------------------

The Financial Highlights Table is intended to help you understand the Fund's
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). The
Company is changing its fiscal year-end to October 31 beginning October 31,
2000. This information has been audited by KPMG LLP, whose report, along with
Fund's financial statements are contained in the Company's Annual Report and
incorporated in the Statement of Additional Information. The Annual Report and
the Statement of Additional Information are available upon request.

<PAGE>

FIRST EAGLE SOGEN FUNDS, INC.
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------
Year Ended March 31,
--------------------------
2000
--------------------------
Class A Class I
---------------------------------------------------------------------------
<S> <C> <C>
First Eagle SoGen Global Fund

SELECTED PER SHARE DATA
Net asset value, beginning of year............. $22.90 $22.90
------ ------
Income from investment operations:
Net investment income......................... 0.66 0.71
Net realized and unrealized gains (losses) on
investments................................. 4.29 4.31
------ ------
Total from investment operations.............. 4.95 5.02
------ ------
Less distributions:
Dividends from net investment income.......... (1.07) (1.12)
Distributions from capital gains.............. (1.73) (1.73)
------ ------
Total distributions........................... (2.80) (2.85)
------ ------
Net asset value, end of year................ $25.05 $25.07
------ ------
------ ------
TOTAL RETURN'DD'............................... 22.19% 22.52%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of year (millions)............. $1,790 $ 16
Ratio of operating expenses to average net
assets'D'..................................... 1.32% 1.07%
Ratio of net investment income to average net
assets'D'..................................... 2.68% 2.89%
Portfolio turnover rate........................ 15.57% 15.57%

<CAPTION>
---------------------------------------------------------------------------
Year Ended March 31,
-------------------------
2000
-------------------------
Class A Class I
---------------------------------------------------------------------------
<S> <C> <C>
First Eagle SoGen Overseas Fund

SELECTED PER SHARE DATA
Net asset value, beginning of year.............. $11.36 $11.37
------ ------
Income from investment operations:
Net investment income.......................... 0.28 0.31
Net realized and unrealized gains (losses) on
investments.................................. 3.59 3.59
------ ------
Total from investment operations............... 3.87 3.90
------ ------
Less distributions:
Dividends from net investment income........... (0.18) (0.20)
Distributions from capital gains............... (0.64) (0.64)
------ ------
Total distributions............................ (0.82) (0.84)
------ ------
Net asset value, end of year................. $14.41 $14.43
------ ------
------ ------
TOTAL RETURN'DD'................................ 34.46% 34.76%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of year (millions).............. $ 450 $ 27
Ratio of operating expenses to average net
assets'D'...................................... 1.34% 1.15%
Ratio of net investment income to average net
assets'D'...................................... 2.10% 2.14%
Portfolio turnover rate......................... 26.62% 26.62%
</TABLE>

Please see Footnotes to the Financial Highlights on page 48.

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------
Year Ended March 31,
------------------------------------------------------------
1999 1998 1997 1996
--------------------------------- ------ ------ ------
Class A Class I'D'D'
------------------------------------------------------------
<S> <C> <C> <C> <C>
$27.42 $24.59 $26.68 $26.09 $23.20
------ ------ ------ ------ ------
0.63 0.30 1.47 1.03 1.06
(2.73) (1.47) 2.10 1.39 3.37
------ ------ ------ ------ ------
(2.10) (1.17) 3.57 2.42 4.43
------ ------ ------ ------ ------
(0.83) -- (1.36) (1.09) (0.81)
(1.59) (0.52) (1.47) (0.74) (0.73)
------ ------ ------ ------ ------
(2.42) (0.52) (2.83) (1.83) (1.54)
------ ------ ------ ------ ------
$22.90 $22.90 $27.42 $26.68 $26.09
------ ------ ------ ------ ------
------ ------ ------ ------ ------
(7.95%) (4.72%)# 14.35% 9.48% 19.57%
$2,063 $ 12 $4,035 $3,908 $3,033
1.23% 1.01%* 1.18% 1.21% 1.25%
2.75% 3.04%* 2.80% 3.08% 3.71%
9.89% 9.89% 20.63% 12.85% 9.64%

<CAPTION>
------------------------------------------------------------
Year Ended March 31,
------------------------------------------------------------
1999 1998 1997 1996
--------------------------------- ------ ------ ------
Class A Class I'D'D'
------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 13.52 $12.31 $13.84 $13.26 $11.65
------- ------ ------ ------ ------
0.15 0.41 0.88 0.61 0.48
(0.97) (1.10) 0.31 0.95 1.74
------- ------ ------ ------ ------
(0.82) (0.69) 1.19 1.56 2.22
------- ------ ------ ------ ------
(0.57) -- (0.83) (0.60) (0.44)
(0.77) (0.25) (0.68) (0.38) (0.17)
------- ------ ------ ------ ------
(1.34) (0.25) (1.51) (0.98) (0.61)
------- ------ ------ ------ ------
$ 11.36 $11.37 $13.52 $13.84 $13.26
------- ------ ------ ------ ------
------- ------ ------ ------ ------
(6.46)% (5.53)%# 10.00% 12.16% 19.47%
$ 453 $ 3 $1,007 $ 953 $ 647
1.29% 1.03%* 1.22% 1.27% 1.37%
2.22% 1.97%* 2.20% 2.28% 3.31%
9.31% 9.31% 22.13% 15.18% 9.46%
</TABLE>

Please see Footnotes to the Financial Highlights on page 48.

<PAGE>
FIRST EAGLE SOGEN FUNDS, INC.
FINANCIAL HIGHLIGHTS -- (continued)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
Year Ended March 31,
-------------------------------------------------
2000 1999 1998 1997 1996
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
First Eagle SoGen Gold Fund

SELECTED PER SHARE DATA
Net asset value, beginning
of year................... $ 5.44 $ 7.31 $ 10.60 $ 12.25 $11.28
------ ------- ------- ------- ------
Income from investment
operations:
Net investment income..... 0.15 0.16 0.13 0.26 0.24
Net realized and
unrealized gains
(losses) on
investments............. (0.27) (1.82) (3.03) (1.75) 1.35
------ ------- ------- ------- ------
Total from investment
operations.............. (0.12) (1.66) (2.90) (1.49) 1.59
------ ------- ------- ------- ------

Less distributions:
Dividends from net
investment income....... (0.15) (0.21) (0.39) (0.14) (0.35)
Distributions from capital
gains................... -- -- -- (0.02) (0.27)
------ ------- ------- ------- ------
Total distributions....... (0.15) (0.21) (0.39) (0.16) (0.62)
------ ------- ------- ------- ------
Net asset value, end of
year................... $ 5.17 $ 5.44 $ 7.31 $ 10.60 $12.25
------ ------- ------- ------- ------
------ ------- ------- ------- ------

TOTAL RETURN'DD'........... (2.52%) (22.77%) (27.23%) (12.21%) 14.81%
RATIOS AND SUPPLEMENTAL
DATA
Net assets, end of year
(millions)................ $ 13 $ 18 $ 31 $ 53 $ 63
Ratio of operating expenses
to average net assets'D'.. 2.15% 1.62% 1.55% 1.45% 1.41%
Ratio of net investment
income to average net
assets'D'................. 2.25% 2.01% 1.47% 1.20% 1.29%
Portfolio turnover rate.... 15.70% 37.73% 11.20% 16.83% 22.40%
</TABLE>

Please see Footnotes to the Financial Highlights on page 48.

<PAGE>
FIRST EAGLE SOGEN FUNDS, INC.
FINANCIAL HIGHLIGHTS -- (continued)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Year Ended March 31,
----------------------------------------------------------------------
2000 1999 1998 1997 1996
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

First Eagle SoGen Money Fund

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 0.05
Net realized and unrealized
gains on investments.......... -- -- -- -- --
------ ------ ------ ------ ------
Total from investment
operations.................... 0.05 0.05 0.05 0.05 0.05
------ ------ ------ ------ ------

Less distributions:
Dividends from net investment
income........................ (0.05) (0.05) (0.05) (0.05) (0.05)
Distributions from capital
gains......................... -- -- -- -- --
------ ------ ------ ------ ------
Total distributions............. (0.05) (0.05) (0.05) (0.05) (0.05)
------ ------ ------ ------ ------
Net asset value, end of
year......................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------ ------
------ ------ ------ ------ ------

TOTAL RETURN..................... 4.74% 4.73% 4.97% 4.61% 5.03%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of year
(millions)...................... $ 31 $ 45 $ 19 $ 13 $ 8
Ratio of operating expenses to
average net assets'D'........... 0.75% 0.69% 0.75% 0.75% 0.75%
Ratio of net investment income to
average net assets'D'........... 4.64% 4.60% 4.92% 4.63% 4.98%
</TABLE>

---------

Please see Footnotes to the Financial Highlights on page 48.

<PAGE>
FIRST EAGLE SOGEN FUNDS, INC.
FOOTNOTES TO THE FINANCIAL HIGHLIGHTS

'D'D' July 31, 1998 inception date for Class I shares.

* Annualized

# Not annualized.

'DD' Does not give effect to the deduction of the sales load.

'D' The ratio of operating expenses to average net assets without the effect of
earnings credits and in the case of First Eagle SoGen Money Fund, without
the effect of earnings credits, investment advisory fee waiver and expense
reimbursement are as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Year Ended March 31,
-------------------------------------------------------------------
2000 1999
----------------- -----------------
Class A Class I Class A Class I 1998 1997 1996
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
First Eagle SoGen Global
Fund...................... 1.32% 1.07% 1.24% 1.63% 1.19% 1.21% 1.25%
First Eagle SoGen Overseas
Fund...................... 1.34% 1.15% 1.29% 1.21% 1.22% 1.27% 1.38%
First Eagle SoGen Gold
Fund...................... 2.16% N/A 1.64% N/A 1.56% 1.46% 1.43%
First Eagle SoGen Money
Fund...................... 0.80% N/A 0.69% N/A 1.01% 1.14% 0.97%
</TABLE>

The ratio of net investment income to average net assets without the effect of
earnings credits, and in the case of First Eagle SoGen Money Fund, without the
effect of earnings credits, investment advisory fee waiver and expense
reimbursement are as follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
Year Ended March 31,
-------------------------------------------------------------------
2000 1999
----------------- -----------------
Class A Class I Class A Class I 1998 1997 1996
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
First Eagle SoGen Global
Fund.................... 2.66% 2.87% 2.74% 2.42% 2.80% 3.08% 3.71%
First Eagle SoGen
Overseas Fund........... 2.10% 2.14% 2.22% 1.79% 2.20% 2.27% 3.30%
First Eagle SoGen Gold
Fund.................... 2.24% N/A 1.99% N/A 1.46% 1.19% 1.26%
First Eagle SoGen Money
Fund.................... 4.59% N/A 4.60% N/A 4.66% 4.26% 4.76%
</TABLE>

<PAGE>

USEFUL SHAREHOLDER INFORMATION

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

HOW TO OBTAIN OUR STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information (SAI), which is incorporated by
reference in this prospectus, is available to you without charge from us.
You may visit the SEC's Internet Website (http://www.sec.gov) to view the
SAI and other information. Also, you can obtain copies of the SAI by
sending your request and fee to the SEC's Public Reference Section,
Washington, D.C. 20549-6009 or by e-mail to [email protected]. You may
also review and copy information about the Funds, including the SAI, at the
SEC's Public Reference Room in Washington, D.C. To find out more about the
public reference room, call the SEC at 202-942-8090.

HOW TO REACH FIRST EAGLE SOGEN FUNDS
You can send all request for information or transactions to:
First Eagle SoGen Funds
P.O. Box 219324
Kansas City, MO 64121-9258
You can contact us by telephone at (800) 334-2143.

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

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

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

Investment Company Act File Number: 811-7762

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

FIRST EAGLE SOGEN GLOBAL FUND
FIRST EAGLE SOGEN OVERSEAS FUND
FIRST EAGLE SOGEN GOLD FUND
FIRST EAGLE SOGEN MONEY FUND

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1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
(212) 698-3000

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ARNHOLD AND S. BLEICHROEDER ADVISERS, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
INVESTMENT ADVISER

ARNHOLD AND S. BLEICHROEDER, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
DISTRIBUTOR

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This Statement of Additional Information provides information about First
Eagle SoGen Global Fund, First Eagle SoGen Overseas Fund, First Eagle SoGen Gold
Fund and First Eagle SoGen Money Fund, four separate portfolios of First Eagle
SoGen Funds, Inc. (the 'Company'), an open-end management investment company, in
addition to the information contained in the Prospectus of the Company dated
June 5, 2000. 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.

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June 5, 2000

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
STATEMENT OF CROSS-REFERENCED
ADDITIONAL TO CAPTIONS IN
INFORMATION THE PROSPECTUS

PAGE PAGE
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<S> <C> <C>
Organization of the Funds................................... 1 --
Investment Objectives, Policies and Restrictions............ 2 2
Management of the Company................................... 12 21
Investment Advisory and Other Services...................... 15 21
Distributor of the Funds' Shares............................ 17 22
Computation of Net Asset Value.............................. 17 24
How to Purchase Shares...................................... 18 23
Tax Status.................................................. 18 39
Portfolio Transactions and Brokerage........................ 22 --
Custody of Portfolio........................................ 23 --
Independent Auditors........................................ 24 --
Financial Statements........................................ 24 43
Appendix.................................................... A-1 --
</TABLE>

<PAGE>
ORGANIZATION OF THE FUNDS

First Eagle SoGen Global Fund, First Eagle SoGen Overseas Fund, First Eagle
SoGen Gold Fund and First Eagle SoGen Money Fund, (each individually referred to
as a 'Fund', collectively, the 'Funds' or, alternatively, the 'Global Fund,' the
'Overseas Fund,' the 'Gold Fund,' and the 'Money Fund,' respectively) are four
separate portfolios of First Eagle SoGen Funds, Inc. (the 'Company'), an
open-end investment management company incorporated under the laws of Maryland
in May 1993. The Board of Directors of the Company approved changing the name of
the company from 'SoGen Funds, Inc.' to 'First Eagle SoGen Funds, Inc.'
effective December 31, 1999. 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 Arnhold and S. Bleichroeder Advisers, Inc. ('ASB Advisers' or the
'Adviser'), a registered investment adviser. The Company's principal underwriter
is Arnhold and S. Bleichroeder, Inc. ('ASB'), a registered broker-dealer located
in New York.

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.

<PAGE>
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

Investment Objectives of the Funds

GLOBAL FUND. The Global Fund's investment objective is to provide long-term
growth of capital through investments in a range of asset classes from markets
in the United States and around the world. 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 through
investments primarily in equities issued by non-U.S. corporations. In seeking to
achieve this objective, the Overseas Fund will invest primarily in small and
medium size companies traded in mature markets and may invest in emerging
markets. 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

Global Fund, Overseas Fund and Gold Fund

Commodity Linked Securities. The Global 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.

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.

<PAGE>
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

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 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.

<PAGE>
Investment Policies Applicable to More than One Fund

Policies Applicable to all Funds

Foreign Securities. Each Fund may (and the Global 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 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. No
Fund expects to invest more than 5% 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.

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 Global Fund) in illiquid
securities, including certain securities that are subject to legal or
contractual restrictions on resale ('restricted securities').

<PAGE>
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.

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. The Adviser, 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, the Adviser will consider the trading
markets for the specific security, taking into account the unregistered nature
of a Rule 144A security. In addition, the Adviser 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 Global 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.

Currency exchange transactions may involve currencies of the different
countries in which the Global 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.

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.

<PAGE>
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 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 Global 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.

<PAGE>
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 Global 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 Global 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.

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 Global 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 (except as otherwise noted)
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;

<PAGE>
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);

4. (Global 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. (Global 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. (Global 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. (Global 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 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

---------
* The Funds have no present intention of lending their portfolio securities.

<PAGE>
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. (Global 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. (Global 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. (Global 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

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

j. (Global 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 Global Fund will invest in at
least three foreign countries.

Among the types of fixed income securities in which the Global 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;

<PAGE>
(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

(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 Global Fund, the Overseas Fund and the
Gold Fund advertise their average annual total return. During the one year
period ended March 31, 2000, average annual rates of return were 17.62%, 29.45%
and (6.14)%, for the Global Fund 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.

Under the same assumptions utilized in the preceding calculation, an
investment in the Global Fund Class A shares over the ten year period from
March 31, 1991 to March 31, 2000 would have increased at an average annual
compounded rate of return of 10.54%, an investment in the Overseas Fund Class A
shares over the five year period from March 31, 1995 to March 31, 2000 would
have increased at an average annual compounded rate of return of 12.29%, and an
investment in the Gold Fund shares over the five year period from March 31, 1995
to March 31, 2000 would have decreased at an average annual compounded rate of
11.88%.

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

<PAGE>

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, 2000 were 2.89% and
2.93%, 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 Global 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').

<PAGE>
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. The Company
and its investment adviser and its distributor have adopted a code of ethics for
their respective directors and officers.

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 officers of First Eagle SoGen
Variable Funds, Inc.

<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE WITH THE COMPANY DURING PAST FIVE (5) YEARS
--------------------- ---------------- --------------------------
<S> <C> <C>

John P. Arnhold (46)* ......... Co-President Co-President and Director, Arnhold and
1345 Avenue of the Americas and Director S. Bleichroeder, Inc.; Co-President and Director,
New York, NY 10105 Arnhold and S. Bleichroeder Advisers, Inc.;
President and Director, Arnhold and S. Bleichroeder
UK Ltd.; Co-President and Director, ASB
Securities, Inc.; Director, Aquila International Fund,
Ltd.; President, Worldvest, Inc.; Co-President and
Trustee, First Eagle Funds.
Candace K. Beinecke (53) ...... Director Chair, Hughes Hubbard & Reed; Director, Jacob's Pillow
One Battery Park Plaza Dance Festival, Inc. Historic Preservation Projects,
New York, NY 10004 Inc. and Merce Cunningham Dance Foundation, Inc.;
Trustee, First Eagle Funds.
Edwin J. Ehrlich (69) ......... Director President, Ehrlich Capital Management; Advisory Board
2976 Lonni Lane Member, Emerging World Investors Limited; Trustee,
Merrick, NY 11566 First Eagle Funds.
Robert J. Gellert (69) ........ Director Manager, United Continental Corporation; General
122 East 42nd Street Partner, Windcrest Partners; Trustee First Eagle
New York, NY 10168 Funds.
James E. Jordan (54) .......... Director Private investor; Consultant to The Jordan Company
767 Fifth Avenue--48th Floor (private investment banking company); until June
New York, NY 10153 1997, President and Chief Investment Officer of The
William Penn Company (a registered investment
adviser); Director, Leucadia National Corporation,
Empire Insurance Company, and J.Z. Equity Partners,
Plc. (a British investment trust company); Director,
School of International and Public Affairs of
Columbia University; and Vice Chairman, New York
State Board of The Nature Conservancy; Trustee,
First Eagle Funds.
William M. Kelly (55) ......... Director Senior Associate, Lingold Association; Independent
500 Fifth Avenue--50th Floor General Partner, ML Venture Partners II, L.P.;
New York, NY 10110 Trustee, New York Foundation; Treasurer and Trustee,
Black Rock Forest Conservation; Trustee, First Eagle
Funds.
Donald G. McCouch (57) ........ Director Prior to 1997, Senior Managing Director of Chemical
67 West Hills Road, Bank.
New Canaan, CT 06840
Fred J. Meyer (69) ............ Director Vice Chairman of Omnicom Group, Inc. since 1998; and
437 Madison Avenue prior thereto, Chief Financial Officer; Director,
New York, NY 10022 Novartis Corporation; Zurich-American Insurance Cos.
and Medialink, Inc.; Trustee, National Park Trust.
Dominque Raillard (61) ........ Director Managing Director of Act 2 (Consulting) since July
15, Boulevard Dellessert 1995; and prior thereto, Group Executive Vice
75016 Paris France President of Promodes (Food Retailing) since 1978.
</TABLE>

(table continued on next page)

<PAGE>
(table continued from previous page)

POSITION HELD PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE WITH THE COMPANY DURING PAST FIVE (5) YEARS
--------------------- ---------------- --------------------------
<S> <C> <C>
Nathan Snyder (65) ............ Director Independent Consultant.
1345 Avenue of Americas
New York, NY 10105
Stanford S. Warshawsky (62)* .. Chairman of Co-President, Secretary and Director, Arnhold
1345 Avenue of the Americas the Board and S. Bleichroeder, Inc.; Co-President and
New York, NY 10105 and Director Director, Arnhold and S. Bleichroeder
Advisers, Inc.; Chairman and Director,
Arnhold and S. Bleichroeder UK Ltd.;
Co-President and Director, ASB Securities,
Inc.; Director, German-American Chamber of
Commerce; Chairman and Trustee, First Eagle
Funds.
</TABLE>

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

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
the Adviser or ASB 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 a fee of $1,000
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, 2000, an aggregate of $127,200 was paid, accrued or owed 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.

The following persons are currently Executive Officers of the Company:

<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION PRESENT OFFICE WITH THE COMPANY
---- -------------------- -------------------------------
<S> <C> <C>
Jean-Marie Eveillard............... Senior VP of ASB Co-President
Charles de Vaulx................... Senior VP of ASB Senior Vice President
Robert Bruno....................... Senior VP of ASB Vice President, Secretary and Treasurer
Edwin S. Olsen..................... Vice President of ASB Vice President
Elizabeth Tobin.................... Investment Consultant Vice President
Tracy LaPointe Saltwick............ Senior VP of ASB Vice President and Compliance Officer
Cari Levine........................ Assistant VP of ASB Assistant Treasurer
Suzan J. Afifi..................... Assistant VP of ASB Assistant Secretary
Stefanie Spritzler................. Assistant Treasurer
</TABLE>

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,
2000. 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, 2000.

<PAGE>
COMPENSATION TABLE
FISCAL YEAR ENDED MARCH 31, 2000

<TABLE>
<CAPTION>
TOTAL
PENSION COMPENSATION
OR PAID OR
RETIREMENT OWED FROM
AGGREGATE BENEFITS ESTIMATED REGISTRANT
COMPENSATION ACCRUED ANNUAL AND FUND
PAID OR AS PART OF BENEFITS COMPLEX
OWED FROM FUND UPON PAID TO
NAME OF PERSON, POSITION REGISTRANT EXPENSES RETIREMENT DIRECTORS***
------------------------ ---------- -------- ---------- ------------
<S> <C> <C> <C> <C>
John P. Arnhold, Director**...................... $ 0 N/A N/A $ 0
Candace K. Beinecke, Director.................... $ 5,000 N/A N/A $19,750
Edwin J. Ehrlich, Director....................... $ 5,000 N/A N/A $19,750
Robert J. Gellert, Director*..................... $ 5,000 N/A N/A $21,000
James E. Jordan, Director........................ $ 5,000 N/A N/A $14,250
William M. Kelly, Director*...................... $ 5,000 N/A N/A $20,500
Donald G. McCouch, Director...................... $ 5,000 N/A N/A $ 7,500
Fred J. Meyer, Director*......................... $34,000 N/A N/A $42,000
Dominique Raillard, Director..................... $29,200 N/A N/A $34,800
Nathan Snyder, Director.......................... $34,000 N/A N/A $42,000
Stanford Warshawsky, Director**.................. $ 0 N/A N/A $ 0
</TABLE>

---------

* Member of the Audit Committee.

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

*** The Fund Complex consists of the four portfolios of the Company, the First
Eagle SoGen Overseas Variable Fund and the two portfolios of the First Eagle
Funds.

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

As of March 31, 2000 the Directors and Officers of First Eagle SoGen Gold
Fund, as a group, owned beneficially approximately 19% of the outstanding common
stock of First Eagle SoGen Money Fund. 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 First Eagle SoGen Global Fund, First Eagle
SoGen Overseas Fund, and First Eagle SoGen Gold Fund. As of March 31, 2000 the
following shareholders owned 5% or more of the Funds securities:

First Eagle SoGen Global Fund:

CLASS A -- Charles Schwab & Co., Inc., 101 Montgomery St., San Francisco, CA
94104, 7.10%; The Manufacturers Life Insurance Co., 250 Bloor St. East 7E Fl,
Toronto Ontario, Canada M4W-1E5, 5.04%

CLASS I -- Charles Schwab & Co., Inc., 101 Montgomery St., San Francisco, CA
94104, 51.63%; Advanced Clearing Corp., P.O. Box 2226, Omaha, NE 68103-2226,
16.89%, J.C. Bradford & Co., 330 Commerce St., Nashville, TN 37201-1899, 25.14%.

First Eagle SoGen Overseas Fund:

CLASS A -- Charles Schwab & Co., Inc., 101 Montgomery St., San Francisco, CA
94104, 19.82%; The Northern Trust Company, P.O. Box 92956 DV, Chicago, IL
60675-2956, 6.01%

CLASS I -- Charles Schwab & Co., Inc., 101 Montgomery St., San Francisco, CA
94104; 36.57%; Dr. John T. McDonald, 1550 Madruga Ave. Ste. 215, Coral Gables,
FL 33146-3017, 5.24%; Mac & Co., P.O. Box 534005, Pittsburgh, PA 15253-4005,
18.27%; Bancorp South Bank, P.O. Box 1605, Jackson, MS 39215, 38.88%

<PAGE>

First Eagle SoGen Gold Fund

Charles Schwab & Co., Inc., 101 Montgomery St., San Francisco, CA 94104,
7.60%

First Eagle SoGen Money Fund

Jean Marie Eveillard & Elizabeth M. Eveillard, 3 East 84th St., New York, NY
10028, 18.72%, Bear Stearns Securities Corp., 1 Metrotech Center North,
Brooklyn, NY 11201, 27.90%; Bear Stearns Securities Corp, 1 Metrotech Center
North, Brooklyn, NY 11201, 7.44%

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 ADVISORY AND OTHER SERVICES

As described in the Company's Prospectus, ASB Advisers is the Company's
investment adviser and, as such, manages the Global Fund, the Overseas Fund, the
Gold Fund and the Money Fund. ASB Advisers is a wholly-owned subsidiary of ASB,
a privately owned investment firm.

Under its investment advisory contracts with the Company, which became
effective December 31, 1999 ASB Advisers furnishes the Company with investment
advice consistent with each Fund's stated investment objective. Prior to
December 31, 1999, the Funds had an advisory contract with Societe Generale
Asset Management Corp. ('SGAM Corp.'). ASB Avisers 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.

On December 22, 1999, the shareholders, and on October 20, 1999, the Board
of Directors of the Company approved the Advisory Agreement between the Company
and the Adviser. The Advisory Agreement will continue in effect for a period of
more than two years from the date of execution only so long as such continuance
is specifically approved at least annually in conformity with the Investment
Company Act. The Advisory Agreement provides that the Adviser will not be liable
for any error of judgment or for any loss suffered by the Funds in connection
with the matters to which the Advisory Agreement relates, except a loss
resulting from willful misfeasance, bad faith, gross negligence or reckless
disregard of duty. The Advisory Agreement provides that it will terminate
automatically if assigned, within the meaning of the Investment Company Act, and
that it may be terminated without penalty by either party upon not more than 60
days nor less than 30 days written notice.

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

<TABLE>
<S> <C>
Global 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>

Advisory fees are paid monthly. The annual fee rates listed above for the
Global 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, 2000, Global Fund, Overseas Fund, Gold
Fund and Money Fund paid investment advisory fees in the amount of $14,567,013,
$3,619,450, $121,470 and $152,511, respectively. The advisory fee waiver for the
Money Fund for the year ended March 31, 2000 was $17,206. ASB Advisers has
agreed to limit the total expenses of the Money Fund (excluding interest, taxes,
brokerage and extraordinary expenses) to an annual rate of 0.75% of the Fund's
average net assets until October 31, 2000.

<PAGE>

For the fiscal year ended March 31, 1999, Global Fund, Overseas Fund, Gold
Fund and 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 Money Fund was required for the year ended March 31,
1999; however, SGAM Corp. voluntarily reimbursed Class I shares of Global Fund
and Overseas Fund in the amount of $30,997 and $9,036, respectively.

For the fiscal year ended March 31, 1998, Global Fund, Overseas Fund and
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 Money Fund was waived by SGAM Corp.

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.

<PAGE>

DISTRIBUTOR OF THE FUNDS' SHARES

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

The Funds pay the Distributor a Rule 12b-1 fee to cover expenses incurred by
the Distributor for providing shareholder liaison services, including assistance
with subscriptions, redemptions and other shareholder questions on Class A
shares at the annual rate of up to 0.25% of the average daily net assets of each
Fund's outstanding Class A shares and a Rule 12b-1 fee on Class C shares at the
annual rate of up to 1.00% of the average daily net assets of each Fund's
outstanding Class C shares. The Distributor also normally retains part of the
initial sales charge as its underwriter's allowance on sales of Class A shares,
and when it does broker-dealers may be deemed to be underwriters as that term is
defined under the Securities Act of 1933. Pursuant to the Distribution and
Services Agreement, effective March 1, 2000, the Funds agree to indemnify the
Distributor against certain liabilities under the Securities Act of 1933, as
amended.

The Fund's Rule 12b-1 Plan is a compensation plan which means that the Funds
pay the Distributor for distributor services based on the net assets of Class C
and Class A shares. The Distributor pays financial services firms fees for
distributing the Class C and Class A shares. For the fiscal year ended
March 31, 2000, the Company paid $5,925,946. 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, also a previous
underwriter, and subsidiaries of Societe Generale. The Class I shares of the
Global Fund, the Class I shares of the Overseas Fund and the Money Fund do not
participate in the Plan.

During the three years ended March 31, 1998, 1999 and 2000, the aggregate
amount of sales charges on sales of the Company's shares was $1,523,084,
$1,969,898 and $785,037, respectively. During the year ended March 31, 1998, SG
Cowen received net underwriting discounts and dealer commissions of $285,064 and
Societe Generale received dealer commissions of $2,742.

During the year ended March 31, 1998, the aggregate amount of sales charges
on sales of the Global Fund's shares was $7,485,957. During the year ended
March 31, 1998, SG Cowen received net underwriting discounts and dealer
commissions of $1,208,699 and Societe Generale received dealer discounts of
$52,682.

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

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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.

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 Global Fund, the Overseas Fund
and the Gold Fund may be purchased at net asset value by various persons
associated with the Company, the Adviser, ASB, 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 Internal Revenue Code of 1986, as amended (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 and 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) or of two or more issuers
which the Fund controls and which are determined, under Treasury regulations, to
be engaged in the same or similar trades or businesses or related trades or
businesses; and (c) distribute at least 90% of 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

<PAGE>
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 is accorded accounts maintained as IRAs, including a
penalty on pre-retirement distributions that are not properly rolled over to
other IRAs. Shareholders should consult their tax advisers 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 Global 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 whether the shareholder has held the Fund's shares for
more or less than one year, and are not eligible for the dividends-received
deduction. Shareholders receiving distributions in the form of additional
shares, rather than cash, generally will recognize income and 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 securities issued at a discount, or providing for
deferred interest or payment of interest in the form of additional obligations
could result in income to the Fund equal to a portion of the excess of the face
value of the securities over their issue or acquisition price (the 'original
issue discount') each year that the securities are held, even though the Fund
receives no interest payments. Such income must be 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 imposition of federal income tax
and the 4% excise tax. In such case, the Fund could be required to dispose of
securities which it might otherwise have continued to hold to generate cash to
satisfy its distribution requirements. 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 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, 2000, the percentages of net investment income
that qualified for the dividends-received deduction for the Global Fund, the
Overseas Fund, Gold Fund and Money Fund were 18.53%, 5.18%, 76.43% and 0.00%,
respectively.

Certain foreign currency contracts in which the Global 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 Global 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 Global 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,

<PAGE>
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 a
futures or a forward contract transaction with respect to the appreciated
financial position or substantially identical property or, in the case of an
appreciated financial position that is a short sale, an offsetting notional
principal contract or a futures or forward contract, if the Fund acquires the
same property as the underlying property for the position. 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 instruments.
Constructive sale treatment does not apply to certain transactions that are
closed before the end of the 30th day after the end of the taxable year in which
the transaction was entered into if the taxpayer holds the appreciated financial
position throughout the 60 day period beginning on the date the transaction is
closed and at no time during this 60 day period is the taxpayer's risk of loss
with respect to the appreciated securities reduced by certain circumstances.

If a Fund has long-term capital gain from a 'constructive ownership
transaction', the amount of such gain which may be treated as long-term capital
gain by the Fund is limited to the amount which the Fund would have recognized
if it had been holding the financial asset directly, rather than through a
constructive ownership transaction, with any gain in excess of this amount being
treated as ordinary income. In addition, an interest charge is imposed with
respect to any amount recharacterized as ordinary income on the underpayment of
tax for each year that the constructive ownership transaction was open. A
constructive ownership transaction includes holding a long position under a
notional principal contract or entering into a forward or futures contract with
respect to certain financial assets, or both holding a call option and granting
a put option with respect to certain financial assets where such options have
substantially equal strike prices and contemporaneous maturity dates.

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 or determined with reference to one or more
foreign currencies 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 or determined with reference to one or more foreign currencies 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. All gains or losses with respect to
forward contracts, futures contracts, options or similar financial instruments
which are denominated in terms of a foreign currency or determined with
reference to one or more foreign currencies are treated as ordinary gains or
ordinary losses, as the case may be. 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 and any undistributed capital gain included by such shareholder with
respect to such shares.

<PAGE>
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 Global 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 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 a 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 Global 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 (other than dividends from controlled foreign
corporations, section 902 corporations, and certain other corporations),
interest, capital gains and certain foreign currency gains. As a consequence,
some 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, if any, 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 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

<PAGE>
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.

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

Equity securities traded in over-the-counter market and bonds, including
convertible bonds, are generally traded on a 'net' basis with dealers acting as
principal for their own accounts without a stated commission, although the price
of the security usually includes a profit to the dealer. In underwritten
offerings, securities are purchased at a fixed price which includes an amount of
compensation to the underwriters, generally referred to as the underwriter's
concession or discount. On occasion, certain money market instruments and U.S.
government agency securities may be purchased directly from the issuer, in which
case no commissions or discounts are paid. Each Fund will not deal with the
Distributor in any transaction in which the Distributor acts as principal. Thus,
it will not deal with the Distributor acting as market maker, and it will not
execute a negotiated trade with the Distributor if execution involves the
Distributor acting as principal with respect to any part of a Fund's order.

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

In placing orders for portfolio securities or futures, the Adviser is
required to give primary consideration to obtaining the most favorable price and
efficient execution. Within the framework of this policy, the Adviser will
consider the research and investment services provided by brokers, dealers or
futures commission merchants who effect or are parties to portfolio transactions
of a Fund, the Adviser or the Adviser's other clients. Such research and
investment services are those which brokerage houses customarily provide to
institutional investors and include statistical and economic data and research
reports on particular companies and industries. Such services are used by

<PAGE>
the Adviser in connection with all of its investment activities, and some of
such services obtain in connection with the execution of transactions for a Fund
may be used in managing other investment accounts. Conversely, brokers, dealers
or futures commission merchants furnishing such services may be selected for the
execution of transactions of such other accounts, whose aggregate assets are far
larger than the Funds, and the services furnished by such brokers, dealers or
futures commission merchants may be used by the Adviser in providing investment
management for a Fund. Commission rates are established pursuant to negotiations
with the broker, dealer or futures commission merchant based on the quality and
quantity of execution services provided by the executing party in the light of
generally prevailing rates. In addition, the Adviser is authorized to pay higher
commissions on brokerage transactions for the Fund to brokers other than the
Distributor in order to secure the research and investment services described
above, subject to review by the Board of Directors from time to time as to the
extent and continuation of this practice. The allocation of orders among brokers
and the commission rates paid are reviewed periodically by the Board of
Directors.

Subject to the above considerations, the Distributor may act as a securities
broker for a Fund. In order for the Distributor to effect any portfolio
transactions for a Fund, the commissions, fees or other remuneration received by
the Distributor must be reasonable and fair compared to the commissions, fees or
other remuneration paid to other brokers in connection with comparable
transactions involving similar securities being purchased or sold on an Exchange
during a comparable period of time. This standard would allow the Distributor to
receive no more than the remuneration which would be expected to be received by
an unaffiliated broker in a commensurate arms-length transaction. Furthermore,
the Board of Directors, including a majority of the Directors who are not
'interested' directors, has adopted procedures which are reasonably designed to
provide that any commissions, fees or other remuneration paid to the Distributor
is consistent with the foregoing standard. Brokerage transactions with the
Distriburor also are subject to such fiduciary standards as may be imposed by
applicable law. From time to time a Fund may engage in agency cross transactions
with respect to securities that meet its investment objective and policies. An
agency cross transaction occurs when a broker sells securities from one client's
account to another client's account. Cross transactions are executed with
written permission from a Fund. This authorization permits cross transactions
only between a Fund on one side and clients for which the Distributor acts as
broker, but does not act as investment adviser, on the other side. The
authorization can be terminated at any time by written notice to the
Distributor.

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

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

According to the Company's records, the amount of brokerage commissions paid
by the Company during the fiscal years ended March 31, 2000 and 1999, which was
attributable to research services was $3,211,027 and $3,265,441, respectively,
in connection with transactions amounting to $1,590,808,974 and $2,138,310,479,
respectively. During the fiscal years ended March 31, 2000, 1999 and 1998, the
Company paid total brokerage commissions of $3,211,027, $3,632,838 and
$1,335,957, respectively of which $285,343, $232,451 and $69,602 was paid to
broker-dealer affiliates of its investment adviser. During the fiscal year ended
March 31, 1998, SoGen International Fund, Inc. paid total brokerage commissions
of $2,286,967, of which $103,244 was paid to affiliates of its investment
adviser.

CUSTODY OF PORTFOLIO

Domestic portfolio securities of each Fund are held pursuant to a custodian
agreement between the Company and State Street, 801 Pennsylvania, 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,

<PAGE>
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, 2000 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 First Eagle SoGen Funds, P.O. Box 219324, Kansas
City, MO 64121-9258.

<PAGE>
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.

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

A-1

<PAGE>
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>
FIRST EAGLE SOGEN FUNDS, INC.
PART C

OTHER INFORMATION

Item 23. Exhibits

<TABLE>
<CAPTION>
EXHIBIT
-------
<S> <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 per value).**
(d)(1) -- Investment Advisory Contract between the Registrant and
Arnhold and S. Bleichroeder Advisers, Inc. ('ASB
Advisers')
(e)(1) -- Underwriting Agreement between the Registrant and Arnhold
and S. Bleichroeder, Inc. ('ASB')
(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
(j) -- Consent of KPMG Peat Marwick LLP
(k) -- Not applicable
(m) -- Rule 12b-1 Distribution Plan and Agreement between the
Registrant and ASB**
(n) -- Financial Data Schedules.
(o) -- Amended and Restated Multiple Class Plan pursuant to Rule
18f-3
(p) -- Code of Ethics
</TABLE>

---------

* Incorporated herein by reference to the Registration Statement filed on or
about May 28, 1993.

** Incorporated herein by reference to Pre-Effective Amendment No. 2 filed on
or about August 30, 1993.

*** Incorporated herein by reference to Post-Effective Amendment No. 4 filed on
or about July 25, 1997.

**** Incorporated herein by reference to Post-Effective Amendment No. 3 filed on
or about July 29, 1996.

Item 24. Person Controlled 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

C-1

<PAGE>
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 by 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 her undertaking to
repay the advance if her 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

ASB Advisers is the Registrant's investment adviser. In addition to the
Registrant, ASB Advisers acts as investment adviser to SoGen Variable Funds,
Inc. and First Eagle Funds.

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

C-2

<PAGE>

<TABLE>
<CAPTION>
POSITION WITH THE BUSINESS AND OTHER
NAME ADVISER CONNECTIONS
---- ------- -----------
<S> <C> <C>
Henry H. Arnhold...... Director Co-Chairman of the Board of Arnhold and S.
Bleichroeder, Inc.; Director, Aquila International
Fund Limited; Trustee, The New School for Social
Research; Director, Conservation International

John P. Arnhold....... Co-President and Director Co-President and Director Arnhold and S. Bleichroeder,
Inc.; President and Director, Arnhold and S.
Bleichroeder, UK Ltd.; Co-President and Director, ASB
Securities, Inc.; Director, Aquila International Fund
Limited; President, WorldVest, Inc.; Co-President and
Trustee, First Eagle Funds; Co-President and Director,
First Eagle SoGen Funds, Inc. and First Eagle SoGen
Variable Funds, Inc.
Stanford S.
Warshawsky.......... Co-President and Director Co-President, Secretary and Director, Arnhold and S.
Bleichroeder, Inc./ Co-President and Director, ASB
Securities, Inc.; Director, German-American Chamber of
Commerce; Chairman and Director, Arnhold and S.
Bleichroeder, UK Ltd.; Chairman of the Board and
Trustee, First Eagle Trust; Trustee, First Eagle
Funds, Director, First Eagle SoGen Funds, Inc. and
First Eagle SoGen Variable Funds, Inc.

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

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

Gary Lee Fuhrman...... Director Senior Vice President and Director, Arnhold and S.
Bleichroeder, Inc.; Director, Medical Resources, Inc.

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

Robert Bruno.......... Vice President Senior Vice President, Arnhold and S. Bleichroeder,
Inc.; Vice President and Secretary, First Eagle Funds;
Vice President, Secretary and Treasurer, First Eagle
SoGen Funds, Inc. and First Eagle SoGen Variable
Funds, Inc.

William P. Casciani... Vice President Senior Vice President and Compliance Officer, Arnhold
and S. Bleichroeder, Inc.

Michael G. Klemballa.. Vice President Senior Vice President and Comptroller, Arnhold and S.
Bleichroeder, Inc.

Allan Langman......... Vice President Senior Vice President, Treasurer and Director, Arnhold
and S. Bleichroeder, Inc.

Vincent S. Viglione... Vice President Senior Vice President and Assistant Treasurer, Arnhold
and S. Bleichroeder, Inc.
</TABLE>

Item 27. Principal Underwriters

(a) Arnhold and S. Bleichroeder, Inc. acts as an investment advisor to First
Eagle Fund, N.V., Aquila International Fund Limited, Aetos Corporation, DEF
Associates, N.V., Eagle Select Fund Limited, Oceanus Global Fund Ltd. and the
Global Beverage Fund Limited.

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

C-3

<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION AND OFFICES POSITION AND OFFICES WITH
BUSINESS ADDRESS* WITH UNDERWRITER REGISTRANT
----------------- ---------------- ----------
<S> <C> <C>
Stanford S. Warshawsky............... Co-President, Director and Chairman of the Board
Secretary
John P. Arnhold...................... Co-President and Director Co-President
Jean-Marie Eveillard................. Senior Vice President Co-President
Charles de Vaulx..................... Senior Vice President Senior Vice President
Tracey LaPointe Saltwick............. Senior Vice President Vice President and Compliance
Officer
Robert Bruno......................... Senior Vice President Vice President, Secretary and
Treasurer
Edwin Olsen.......................... Vice President Vice President
Elizabeth Tobin...................... Investment Consultant Vice President
Cari Levine.......................... Assistant Vice President Assistant Treasurer
Suzan Afifi.......................... Assistant Vice President Assistant Secretary
</TABLE>

---------

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

Item 28. Location of Accounts and Records

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, 1345 Avenue of the
Americas, New York, NY 10105 with the exception of certain accounts, books and
other documents which are kept by the Registrant's custodian, State Street, 801
Pennsylvania, 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-4

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registration has duly caused this
Post-Effective Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York
and State of New York, as of the 1st day of June, 2000.

FIRST EAGLE SOGEN FUNDS, INC.

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

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

<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ JOHN P. ARNHOLD Director June 1, 2000
.........................................
(JOHN P. ARNHOLD)

/s/ CANDACE K. BEINECKE* Director June 1, 2000
.........................................
(CANDACE K. BEINECKE)

/s/ EDWIN J. EHRLICH* Director June 1, 2000
.........................................
(EDWIN J. EHRLICH)

/s/ ROBERT J. GELLERT* Director June 1, 2000
.........................................
(ROBERT J. GELLERT)

/s/ JAMES E. JORDAN* Director June 1, 2000
.........................................
(JAMES E. JORDAN)

/s/ WILLIAM M. KELLY* Director June 1, 2000
.........................................
(WILLIAM M. KELLY)

/s/ DONALD G. MCCOUCH* Director June 1, 2000
.........................................
(DONALD G. MCCOUCH)

/s/ FRED J. MEYER* Director June 1, 2000
.........................................
(FRED J. MEYER)

/s/ DOMINIQUE RAILLARD* Director June 1, 2000
.........................................
(DOMINIQUE RAILLARD)

/s/ NATHAN SNYDER* Director June 1, 2000
.........................................
(NATHAN SNYDER)

/s/ STANFORD S. WARSHAWSKY* Director June 1, 2000
.........................................
(STANFORD S. WARSHAWSKY)

/s/ ROBERT BRUNO Vice President, Secretary, Treasurer June 1, 2000
......................................... (Principal Financial and Accounting
(ROBERT BRUNO) Officer)

*By /s/ ROBERT BRUNO
.........................................
ROBERT BRUNO
POWER-OF-ATTORNEY
</TABLE>

STATEMENT OF DIFFERENCES
------------------------
The dagger symbol shall be expressed as.................................. 'D'
The double dagger symbol shall be expressed as........................... 'DD'