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FIRST EAGLE SOGEN FUNDS, INC.
ARTICLES SUPPLEMENTARY
FIRST EAGLE SOGEN FUNDS, INC., a Maryland corporation registered as an
open-end management investment company under the Investment Company Act of 1940
(the "Act") and having its principal office in Baltimore, Maryland (hereinafter
called the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: Immediately prior to the filing of these Articles Supplementary,
the number of authorized shares of stock of the Corporation set forth in the
Corporation's charter, as amended, was three billion (3,000,000,000) shares,
having a par value of one tenth of one cent ($0.001) per share and an aggregate
par value of three million dollars ($3,000,000). These authorized shares were
designated and classified as follows: two hundred million (200,000,000) shares
having been designated and classified as First Eagle SoGen Gold Fund Common
Stock, two billion (2,000,000,000) shares having been designated and classified
as First Eagle SoGen Money Fund Common Stock, one hundred fifty million
(150,000,000) shares having been designated and classified as First Eagle SoGen
Overseas Fund Class A Common Stock, one hundred fifty million (150,000,000)
shares having been designated and classified as First Eagle SoGen Overseas Fund
Class I Common Stock, two hundred fifty million (250,000,000) shares having been
designated and classified as First Eagle SoGen Global Fund Class A Common Stock,
and two hundred fifty million (250,000,000) shares having been designated and
classified as First Eagle SoGen Global Fund Class I Common Stock.
SECOND: The Board of Directors of the Corporation, at a meeting duly
convened and held on June 25, 1999, adopted a resolution increasing the number
of authorized shares of capital stock of the Corporation to three billion five
hundred million (3,500,000,000) shares having a par value of one tenth of one
cent ($0.001) per share and an aggregate par value of three million five hundred
thousand dollars ($3,500,000).
THIRD: The Board of Directors of the Corporation, at a meeting duly
convened and held on June 25, 1999, adopted a resolution to (1) classify fifty
million (50,000,000) additional authorized shares as First Eagle SoGen Overseas
Fund Class A Common Stock; (2) classify two hundred million (200,000,000)
additional authorized shares as First Eagle SoGen Overseas Fund Class C Common
Stock; (3) classify fifty million (50,000,000) additional authorized shares as
First Eagle SoGen Overseas Fund Class I Common Stock; (4) classify fifty million
(50,000,000) shares of stock previously designated as First Eagle SoGen Global
Fund Class A Common Stock as First Eagle SoGen Global Fund Class C Common Stock;
(5) classify one hundred fifty million (150,000,000) additional authorized
shares as First Eagle SoGen Global Fund Class C Common Stock; and (6) classify
fifty million (50,000,000) additional authorized shares as First Eagle SoGen
Global Fund Class I Common Stock.
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FOURTH: As amended hereby, until such time as the Board of Directors
shall provide otherwise in accordance with paragraph (f) of Article FIFTH of the
Corporation's Articles of Incorporation, the three billion five hundred million
(3,500,000,000) authorized shares of the Corporation's capital stock is
designated and classified as follows: two hundred million (200,000,000) shares
are designated and classified as First Eagle SoGen Gold Fund Common Stock, two
billion (2,000,000,000) shares are designated and classified as First Eagle
SoGen Money Fund Common Stock, two hundred million (200,000,000) shares are
designated and classified as First Eagle SoGen Overseas Fund Class A Common
Stock, two hundred million (200,000,000) shares are designated and classified as
First Eagle SoGen Overseas Fund Class C common stock, two hundred million
(200,000,000) shares are designated and classified as First Eagle SoGen Overseas
Fund Class I Common Stock, two hundred million (200,000,000) shares are
designated and classified as First Eagle SoGen Global Fund Class A Common Stock,
two hundred million (200,000,000) shares are designated and classified as First
Eagle SoGen Global Fund Class C Common Stock, and three hundred million
(300,000,000) shares are designated and classified as First Eagle SoGen Global
Fund Class I Common Stock. The Board of Directors' power to designate and
redesignate or classify and reclassify any unissued shares of capital stock is
not changed by these Articles Supplementary.
FIFTH: The shares of stock of the Corporation authorized and classified
pursuant to these Articles Supplementary have been authorized and classified by
the Board of Directors under the authority contained in the Articles of
Incorporation. The total number of shares of stock of the various classes that
the Corporation has authority to issue has been increased by the Board of
Directors in accordance with Section 2-105(c) of the Maryland General
Corporation Law.
SIXTH: The preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption of each class of each series of the Corporation's stock
shall be as set forth in the Corporation's charter and shall be subject to all
provisions thereof relating to shares of the Corporation.
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IN WITNESS WHEREOF, First Eagle SoGen Funds, Inc. has caused these
Articles Supplementary to be signed in its name and on its behalf by its
authorized officers who acknowledge that these Articles Supplementary are the
act of the Corporation, that to the best of their knowledge, information and
belief, all matters and facts set forth herein relating to the authorization and
approval of these Articles Supplementary are true in all material respects and
that this statement is made under the penalties of perjury, on this 17th day of
February, 2000.
FIRST EAGLE SOGEN FUNDS, INC.
By:
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Name: Robert Bruno
Title: Vice President, Secretary and Treasurer
ATTEST:
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Name: Suzan J. Afifi
Title: Assistant Secretary
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